SEVENTH Amendment

SEVENTH Amendment



SEVENTH AMENDMENT, dated as of January 20, 2017 (this “Amendment”), among SBA Senior Finance II LLC (the “Borrower”), the LENDERS AND OTHER PERSONS party hereto and Toronto Dominion (Texas) LLC, as administrative agent (the “Administrative Agent”).

RECITALS:

WHEREAS, reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of February 7, 2014 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the several banks and other financial institutions or entities from time to time parties thereto and the Administrative Agent;

WHEREAS, the Borrower has requested that the Credit Agreement be amended as set forth herein;

WHEREAS, the amendments set forth herein reduce the stated rate of interest of the Incremental Tranche B-1 Term Loans and the Incremental Tranche B-2 Term Loans and, pursuant to Section 10.1(i) of the Credit Agreement, this Amendment requires the consent of each Incremental Tranche B-1 Term Lender and Incremental Tranche B-2 Term Lender, respectively, directly affected thereby;

WHEREAS, Section 2.18 of the Credit Agreement provides that if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of the Credit Agreement that requires the consent of each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained pursuant to Section 10.1 of the Credit Agreement), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6 of the Credit Agreement), all its interests, rights and obligations under the Credit Agreement to an assignee that shall assume such obligations;

WHEREAS, the Lenders party hereto constitute Required Lenders and are willing to agree to this Amendment on the terms set forth herein; and

WHEREAS, Wells Fargo Securities, LLC has agreed to act as the exclusive lead arranger for this Amendment (the “Lead Arranger”) and TD Securities (USA) LLC, Mizuho Bank, Ltd., Barclays Bank plc, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC have agreed to act as joint bookrunners for this Amendment.

Now therefore, the parties hereto therefore agree as follows:

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.



“Bail-In Legislation”: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.



“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Seventh Amendment”: the Seventh Amendment, dated the Seventh Amendment Effective Date, among the Borrower, the Lenders party thereto and the Administrative Agent.

“Seventh Amendment Effective Date”: January 20, 2017.

“Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“(e) with respect to Incremental Tranche B-1 Term Loans and Incremental Tranche B-2 Term Loans, 1.25% in the case of Base Rate Loans and (ii) 2.25% in the case of Eurodollar Loans”

“Base Rate”:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Eurodollar Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1%; provided that, if any such rate shall be less than zero, such rate shall be deemed to be zero.   For purposes hereof:  “Prime Rate” shall mean the rate publicly quoted from time to time by The Wall Street Journal as the “prime rate” (or, if The Wall Street Journal ceases quoting a prime rate, the highest per annum rate of interest published from time to time by the Federal Reserve Board in Federal

Reserve statistical release H.15 (519) entitled “Selected Interest Rates” as the bank prime loan rate or its equivalent).  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.  Notwithstanding the foregoing, the Base Rate for (i) any Initial Term Loan will be deemed to be 2.00% per annum if the Base Rate determined pursuant to this definition would otherwise be less than 2.00% per annum and (ii) any Incremental Tranche B Term Loan made on the Incremental Tranche B Facility Effective Date will be deemed to be 2.00% per annum if the Base Rate determined pursuant to this definition would otherwise be less than 2.00% per annum.

“Eurodollar Base Rate”:  (i) with respect to each day during each Interest Period pertaining to a Eurodollar Loan denominated in Dollars or Pound Sterling, the rate per annum determined on the basis of the rate for deposits in Dollars or Pound Sterling, as applicable, for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior to (or, in the case of Loans denominated in Pound Sterling, on the day of) the beginning of such Interest Period.  In the event that such rate does not appear on such page (or otherwise on such screen), the “Eurodollar Base Rate” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein; provided that, if any such rate shall be less than zero, such rate shall be deemed to be zero, and (ii) with respect to each day during each Interest Period pertaining to a Eurodollar Loan denominated in Australian Dollars, Canadian Dollars, Euros or Yen, BBSY, CDOR, EURIBOR or TIBOR, as applicable.

“Eurodollar Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Notwithstanding the foregoing, the Eurodollar Rate for (i) any Initial Term Loan, with respect to any applicable Interest Period, will be deemed to be 1.00% per annum if the Eurodollar Rate for such Interest Period determined pursuant to this definition would otherwise be less than 1.00% per annum and (ii) any Incremental Tranche B Term Loan made on the Incremental Tranche B Facility Effective Date, with respect to any applicable Interest Period, will be deemed to be 1.00% per annum if the Eurodollar Rate for such Interest Period determined pursuant to this definition would otherwise be less than 1.00% per annum.

“(g) Any (i) optional prepayment of the Incremental Tranche B-1 Term Loans or Incremental Tranche B-2 Term Loans using proceeds of Indebtedness incurred by the Borrower from a substantially concurrent incurrence of syndicated term loans for which the interest rate payable thereon on the date of such prepayment is lower than the Eurodollar Rate on the date of such prepayment plus the Applicable Margin with respect to such Incremental Tranche B-1 Term Loans or Incremental Tranche B-2 Term Loans, as the case may be, on the date of such prepayment with the primary purpose of refinancing Incremental Tranche B-1 Term Loans or Incremental Tranche B-2 Term Loans, as the case may be, at a lower interest rate or (ii) repricing of the Incremental Tranche B-1 Term Loans or Incremental Tranche B-2 Term Loans pursuant to an amendment to this Agreement resulting in the interest rate payable thereon on the date of such amendment being lower than the Eurodollar Rate on the date immediately prior to such amendment plus the Applicable Margin with respect to the Incremental Tranche B-1 Term Loans or Incremental Tranche B-2 Term Loans, as the case may be, on the date immediately prior to such amendment, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment (or, in the case of clause (ii) above, of the aggregate amount of Incremental Tranche B-1 Term Loans or Incremental Tranche B-2 Term Loans, as the case may be, outstanding immediately prior to such amendment) if made on or prior to the six month anniversary of the Seventh Amendment Effective Date.”

“10.22.  Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.”



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.



SBA SENIOR FINANCE II LLC











For any Lender other than an Incremental Tranche B-1 Term Lender or an Incremental Tranche B-2 Term Lender:









For any Lender other than an Incremental Tranche B-1 Term Lender or an Incremental Tranche B-2 Term Lender:









For any Lender other than an Incremental Tranche B-1 Term Lender or an Incremental Tranche B-2 Term Lender:









For any Lender other than an Incremental Tranche B-1 Term Lender or an Incremental Tranche B-2 Term Lender:









For any Lender other than an Incremental Tranche B-1 Term Lender or an Incremental Tranche B-2 Term Lender:









For any Lender other than an Incremental Tranche B-1 Term Lender or an Incremental Tranche B-2 Term Lender:









For any Lender other than an Incremental Tranche B-1 Term Lender or an Incremental Tranche B-2 Term Lender:









Exhibit 1 to

Seventh Amendment to

Second Amended and Restated Credit Agreement



B-1 LENDER ADDENDUM (CASHLESS ROLL)

January 20, 2017

Reference is made to the Second Amended and Restated Credit Agreement, dated as of February 7, 2014 (the “Credit Agreement”; unless otherwise defined herein, terms defined therein being used herein as therein defined) and that certain Seventh Amendment thereto dated as of January 20, 2017 (the “Amendment”; the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), among SBA Senior Finance II LLC, as the Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, and the Lenders and other agents party hereto.

As provided in Section 3 of the Amendment, upon execution and delivery of this B-1 Lender Addendum (Cashless Roll) by the undersigned, the Continuing Tranche B-1 Term Loan Lender named herein hereby consents to the Amendment and agrees to continue all of its existing Incremental Tranche B-1 Term Loans outstanding immediately before giving effect to the Amendment as an Incremental Tranche B-1 Term Loan under the Amended Credit Agreement in a principal amount equal to the Incremental Tranche B-1 Term Loans of such Continuing Tranche B-1 Term Loan Lender, effective as of the Effective Date (as defined in the Amendment).



THIS B-1 LENDER ADDENDUM (CASHLESS ROLL) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



Delivery of an executed signature page hereof by facsimile or electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof.



[SIGNATURE PAGES FOLLOW]



IN WITNESS WHEREOF, the parties hereto have caused this B-1 Lender Addendum (Cashless Roll) to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

Name of Institution:



_____________________________, as Lender



By:___________________________

Name:

Title:





For any Lender requiring a second signature line:







By:___________________________

Name:

Title:







Exhibit 2 to

Seventh Amendment to

Second Amended and Restated Credit Agreement



B-2 LENDER ADDENDUM (CASHLESS ROLL)

January 20, 2017

Reference is made to the Second Amended and Restated Credit Agreement, dated as of February 7, 2014 (the “Credit Agreement”; unless otherwise defined herein, terms defined therein being used herein as therein defined) and that certain Seventh Amendment thereto dated as of January 20, 2017 (the “Amendment”; the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), among SBA Senior Finance II LLC, as the Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, and the Lenders and other agents party hereto.

As provided in Section 3 of the Amendment, upon execution and delivery of this B-2 Lender Addendum (Cashless Roll) by the undersigned, the Continuing Tranche B-2 Term Loan Lender named herein hereby consents to the Amendment and agrees to continue all of its existing Incremental Tranche B-2 Term Loans outstanding immediately before giving effect to the Amendment as an Incremental Tranche B-2 Term Loan under the Amended Credit Agreement in a principal amount equal to the Incremental Tranche B-2 Term Loans of such Continuing Tranche B-2 Term Loan Lender, effective as of the Effective Date (as defined in the Amendment).



THIS B-2 LENDER ADDENDUM (CASHLESS ROLL) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



Delivery of an executed signature page hereof by facsimile or electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof.



[SIGNATURE PAGES FOLLOW]



IN WITNESS WHEREOF, the parties hereto have caused this B-2 Lender Addendum (Cashless Roll) to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

Name of Institution:



_____________________________, as Lender



By:___________________________

Name:

Title:





For any Lender requiring a second signature line:







By:___________________________

Name:

Title:







Exhibit 3 to

Seventh Amendment to

Second Amended and Restated Credit Agreement

LENDER ADDENDUM (Additional Tranche B-1 Term Loan Lender)

January 20, 2017

Reference is made to the Second Amended and Restated Credit Agreement, dated as of February 7, 2014 (the “Credit Agreement”; unless otherwise defined herein, terms defined therein being used herein as therein defined) and that certain Seventh Amendment thereto dated as of January 20, 2017 (the “Amendment”; the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), among SBA Senior Finance II LLC, as the Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, and the Lenders and other agents party hereto.

As provided in Section 3 of the Amendment, upon execution and delivery of this Lender Addendum (Additional Tranche B-1 Term Loan Lender) (this “Addendum”) by the undersigned, the Additional Tranche B-1 Term Loan Lender named herein hereby takes by assignment from one or more Non-Consenting Lenders a principal amount of Incremental Tranche B-1 Term Loans not to exceed the commitment offered by such Additional Tranche B-1 Term Loan Lender to the Lead Arranger to so take by assignment Incremental Tranche B-1 Term Loans from Non-Consenting Lenders (such assigned Incremental Tranche B-1 Term Loans, the “Assigned Interest”) and, as a result, effective as of the Effective Date (as defined in the Amendment), hereby becomes an Incremental Tranche B-1 Term Loan Lender under the Amended Credit Agreement.



The undersigned (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Addendum and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it is not a natural person and otherwise meets all the requirements to be an assignee under Section 10.6(c) of the Amended Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Addendum and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Addendum and to purchase the Assigned Interest, (vii) separately provided to the Administrative Agent or attached to this Addendum is any tax or other documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the undersigned, and (viii) is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Term Loan Lender to participate in the transactions contemplated hereby that has not previously been disclosed to the Administrative Agent and the Lenders; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are

required to be performed by it as a Lender and (c) appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.



THIS LENDER ADDENDUM (Additional Tranche B-1 Term Loan Lender)  SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



Delivery of an executed signature page hereof by facsimile or electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof.



[SIGNATURE PAGES FOLLOW]



IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum (Additional Tranche B-1 Term Loan Lender) to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

Name of Institution:



_____________________________, as Lender



By:___________________________

Name:

Title:





For any Lender requiring a second signature line:







By:___________________________

Name:

Title:





Exhibit 4 to

Seventh Amendment to

Second Amended and Restated Credit Agreement

LENDER ADDENDUM (Additional Tranche B-2 Term Loan Lender)

January 20, 2017

Reference is made to the Second Amended and Restated Credit Agreement, dated as of February 7, 2014 (the “Credit Agreement”; unless otherwise defined herein, terms defined therein being used herein as therein defined) and that certain Seventh Amendment thereto dated as of January 20, 2017 (the “Amendment”; the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), among SBA Senior Finance II LLC, as the Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, and the Lenders and other agents party hereto.

As provided in Section 3 of the Amendment, upon execution and delivery of this Lender Addendum (Additional Tranche B-2 Term Loan Lender) (this “Addendum”) by the undersigned, the Additional Tranche B-2 Term Loan Lender named herein hereby takes by assignment from one or more Non-Consenting Lenders a principal amount of Incremental Tranche B-2 Term Loans not to exceed the commitment offered by such Additional Tranche B-2 Term Loan Lender to the Lead Arranger to so take by assignment Incremental Tranche B-2 Term Loans from Non-Consenting Lenders (such assigned Incremental Tranche B-2 Term Loans, the “Assigned Interest”) and, as a result, effective as of the Effective Date (as defined in the Amendment), hereby becomes an Incremental Tranche B-2 Term Loan Lender under the Amended Credit Agreement.



The undersigned (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Addendum and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it is not a natural person and otherwise meets all the requirements to be an assignee under Section 10.6(c) of the Amended Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Addendum and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Addendum and to purchase the Assigned Interest, (vii) separately provided to the Administrative Agent or attached to this Addendum is any tax or other documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by the undersigned, and (viii) is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Term Loan Lender to participate in the transactions contemplated hereby that has not previously been disclosed to the Administrative Agent and the Lenders; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are

required to be performed by it as a Lender and (c) appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.



THIS LENDER ADDENDUM (Additional Tranche B-2 Term Loan Lender)  SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



Delivery of an executed signature page hereof by facsimile or electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof.



[SIGNATURE PAGES FOLLOW]



IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum (Additional Tranche B-2 Term Loan Lender) to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

Name of Institution:



_____________________________, as Lender



By:___________________________

Name:

Title:





For any Lender requiring a second signature line:







By:___________________________

Name:

Title: