Third Amendment to Amended and Restated Credit Agreement, dated as of December 12, 2017, by and among SiteOne Landscape Supply Holding, LLC (f/k/a JDA Holding LLC), SiteOne Landscape Supply, LLC (f/k/a John Deere Landscapes LLC), UBS AG, Stamford Branch, as administrative agent and collateral agent, and the several banks and other financial institutions party thereto

EX-10.1 2 d434183dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

THIRD AMENDMENT TO AMENDED

AND RESTATED CREDIT AGREEMENT

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 12, 2017 (this “Amendment”), among SiteOne Landscape Supply Holding, LLC (formerly known as JDA Holding LLC), a Delaware limited liability company (the “Parent Borrower”), SiteOne Landscape Supply, LLC (formerly known as John Deere Landscapes LLC), a Delaware limited liability company (the “OpCo Borrower”, and together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), UBS AG, Stamford Branch, as administrative agent and collateral agent for the several banks and other financial institutions from time to time party to the Credit Agreement defined below (in such capacities, the “Administrative Agent” or the “Collateral Agent”, as applicable) and the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Lenders, the Administrative Agent and the Collateral Agent have entered into that certain Amended and Restated Credit Agreement, dated as of April 29, 2016 (as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of November 23, 2016, and the Second Amendment to Amended and Restated Credit Agreement, dated as of May 24, 2017, and as further amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make certain loans and extend certain other financial accommodations to the Borrowers as provided therein. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement;

WHEREAS, pursuant to and in accordance with Subsection 2.11 of the Credit Agreement, the Borrower Representative has requested that Specified Refinancing Term Loans in an aggregate principal amount of up to $297,996,260.95 be made available to the Borrowers, and the Tranche D Term Lenders (as defined in Subsection 1.1(b)(i) hereof) and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, (a) that the Tranche D Term Lenders will make Specified Refinancing Term Loans in the form of Tranche D Term Loans (as defined in Subsection 1.1(b)(i) hereof) and (b) that the proceeds of the Tranche D Term Loans provided by the New Tranche D Term Lenders (as defined in Subsection 1.1(b)(i) hereof) will be used to repay the Tranche C Term Loans that are not exchanged for Tranche D Term Loans pursuant to this Amendment and/or to pay fees, costs and expenses incurred in connection with the foregoing and for other purposes not prohibited by the Credit Agreement and (c) to amend the Credit Agreement to the extent necessary or appropriate, in the opinion of either Borrower and the Administrative Agent, to effect the Incurrence of the Tranche D Term Loans;

WHEREAS, certain Lenders holding Tranche C Term Loans (each, an “Existing Tranche C Term Lender” and, collectively, the “Existing Tranche C Term Lenders”) have elected, and the Borrower Representative has agreed, to either (i) exchange (by exercising a cashless rollover option pursuant to Subsection 4.4(g) of the Credit Agreement) all or a portion of the outstanding

principal amount (or lesser amount allocated to such Lender by the Administrative Agent) of their Tranche C Term Loans for Tranche D Term Loans and/or (ii) have all or a portion of the outstanding principal amount of their Tranche C Term Loans repaid, in each case, on the Third Amendment Effective Date by executing and delivering a Signature Page to Amendment in the form attached as Exhibit A hereto (an “Existing Tranche C Lender Signature Page”);

WHEREAS, on the Third Amendment Effective Date, immediately following the Third Amendment Effective Time, the Tranche D Term Loans will be increased by $52,000,000 pursuant to the 2017 Increase Supplement (as defined in Section 1.1(b)(i) hereof); and

WHEREAS each of UBS Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, HSBC Securities (USA) Inc., ING Capital LLC, JPMorgan Chase Bank, N.A., Natixis, New York Branch and Sumitomo Mitsui Banking Corporation have acted as Lead Arrangers and Documentation Agents in connection with this Amendment.

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and of any loans or financial accommodations heretofore, now, or hereafter made to or for the benefit of the Borrowers by the Lenders, it hereby is agreed as follows:

ARTICLE I

AMENDMENTS

Section 1.1 Amendments.

(a) The Tranche D Term Loans extended by the New Tranche D Term Lenders shall be deemed to be “Specified Refinancing Term Loans” and “Tranche D Term Loans”, the 2017 Supplemental Term Loans shall be deemed to be “Incremental Term Loans”, the New Tranche D Term Lenders shall be deemed to be “Specified Refinancing Lenders”, the Tranche D Term Loans representing the Tranche C Term Loans exchanged by the Existing Tranche C Term Lenders by exercising a cashless rollover option pursuant to Subsection 4.4(g) of the Credit Agreement shall be deemed to be “Rollover Indebtedness”, the 2017 Increase Supplement shall be deemed to be a “Loan Document” and this Amendment shall be deemed to be a “Specified Refinancing Amendment” and a “Loan Document”, in each case, for all purposes of the Credit Agreement, as amended by this Amendment, the 2017 Increase Supplement and the other Loan Documents. The Borrower Representative and the Administrative Agent hereby consent, pursuant to Subsections 11.6(b)(i) and 2.11(b) of the Credit Agreement, to the inclusion as an “Additional Specified Refinancing Lender” of each New Tranche D Term Lender that is not an existing Lender, an Affiliate of an existing Lender or an Approved Fund.

(b) Subsection 1.1 of the Credit Agreement is hereby amended as follows:

(i) by adding the following new defined terms in the appropriate alphabetical order:

“2017 Increase Supplement”: the Increase Supplement delivered to the Administrative Agent as of the Third Amendment Effective Date immediately following the Third Amendment Effective Time.

“2017 Supplemental Term Loans”: the Tranche D Term Loans made on the Third Amendment Effective Date following the effectiveness of the 2017 Increase Supplement by each Lender holding a Supplemental Term Loan Commitment pursuant to the 2017 Increase Supplement.

“Exchanging Tranche C Lender”: as defined in Subsection 2.1(d)(ii).

“Existing Tranche C Term Lenders”: those Lenders holding a Tranche C Term Loan immediately prior to the Third Amendment Effective Date.

“New Tranche D Term Lenders”: as defined in Subsection 2.1(d)(i).

“Third Amendment”: the Third Amendment to Amended and Restated Credit Agreement, dated as of the Third Amendment Effective Date, among the Borrowers, the Administrative Agent and the Lenders party thereto.

“Third Amendment Effective Date”: as defined in Article II of the Third Amendment.

“Third Amendment Effective Time”: as defined in Article II of the Third Amendment.

“Tranche D Effective Date Transactions”: (i) the entry into the Third Amendment and the 2017 Increase Supplement, (ii) the Incurrence of the Tranche D Term Loans (including via an exchange of the Tranche C Term Loans for Tranche D Term Loans), (iii) the repayment of the Tranche C Term Loans or exchange by the Exchanging Tranche C Lenders of the Tranche C Term Loans through a cashless rollover pursuant to Subsection 4.4(g) of the Credit Agreement and (iv) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

“Tranche D Term Lender”: any Lender having a Tranche D Term Loan Commitment and/or a Tranche D Term Loan outstanding hereunder.

“Tranche D Term Loans”: the term loans made by the New Tranche D Term Lenders on the Third Amendment Effective Date pursuant to the Third Amendment, as increased by the amount of the 2017 Supplemental Term Loans made on the Third Amendment Effective Date following the effectiveness of and pursuant to the 2017 Increase Supplement.

“Tranche D Term Loan Commitment”: as to any Lender, its obligation to make Tranche D Term Loans to the Borrowers (a) pursuant to Subsection 2.1(d) in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Lender’s name in Schedule A-3 under the heading “Tranche D Term Loan Commitment” and (b) following effectiveness of the 2017 Increase Supplement, pursuant to the 2017 Increase Supplement or, in the case of any Lender that is an Assignee, the amount of the assigning Lender’s Tranche D Term Loan Commitment assigned to such Assignee pursuant to Subsection 11.6(b) (in each case as such amount may be adjusted from time to time as provided herein); collectively, as to all the Lenders, the “Tranche D Term Loan Commitments.” The original aggregate amount of the Tranche D Term Loan Commitments on the Third Amendment Effective Date under the Third Amendment prior to giving effect to the 2017 Increase Supplement is $297,996,260.95.

“Tranche D Term Loan Facility”: the Tranche D Term Loan Commitments and the Extensions of Credit made thereunder.

(ii) by (1) replacing the reference to “4.50% per annum and” in the definition of “Applicable Margin” with “4.50% per annum,” and (2) replacing the reference to “date of calculation.” in the definition of “Applicable Margin” with “date of calculation, and (d) Tranche D Term Loans (i) with respect to ABR Loans, 1.75% per annum and (ii) with respect to Eurodollar Loans, 2.75% per annum.”

(iii) by amending and restating the definition of “Facility” as follows:

““Facility”: each of (a) the Original Initial Term Loan Facility, (b) the Tranche B Term Loan Facility, (c) the Tranche C Term Loan Facility, (d) the Tranche D Term Loan Facility, (e) Incremental Term Loans of the same Tranche, (f) any Extended Term Loans of the same Extension Series, (g) any Specified Refinancing Term Loans of the same Tranche (other than Tranche B Term Loans, Tranche C Term Loans or Tranche D Term Loans) and (h) any other committed facility hereunder and the Extensions of Credit made thereunder, and collectively, the “Facilities”.”

(iv) by amending and restating the definition of “Initial Term Loan” as follows:

““Initial Term Loan”: shall mean, collectively, the Original Initial Term Loans, the Tranche B Term Loans, the Tranche C Term Loans and the Tranche D Term Loans.”

(v) by amending and restating the definition of “Initial Term Loan Commitment” as follows:

““Initial Term Loan Commitment”: as to any Lender, the Original Initial Term Loan Commitment (if any), the Tranche B Term Loan Commitment (if any), the Tranche C Term Loan Commitment (if any) and the Tranche D Term Loan Commitment (if any).”

(vi) by deleting the reference to “(a) on or prior to the First Amendment Effective Date, $100,000,000 and (b) following the First Amendment Effective Date, $100,000,000” in the definition of “Maximum Incremental Facilities Amount” and replacing it with “(a) on or prior to the Third Amendment Effective Date, $100,000,000 and (b) following the Third Amendment Effective Date, $100,000,000”;

(vii) by amending and restating the definition of “Tranche” as follows:

““Tranche”: with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are (1) Original Initial Term Loans or Original Initial Term Loan Commitments, (2) Tranche B Term Loans or Tranche B Term Loan Commitments and any 2016 Supplemental Term Loans added to such Tranche pursuant to the 2016 Increase Supplement, (3) Tranche C Term Loans or Tranche C Term Loan Commitments, (4) Tranche D Term Loans or Tranche D Term Loan Commitments, (5) Incremental Loans or Incremental Term Loan Commitments with the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8, (6) Extended Term Loans (of the same Extension Series) or (7) Specified Refinancing Term Loan Facilities with the same terms and conditions made on the same day and any Supplemental Term Loans added to such Tranche pursuant to Subsection 2.8 (excluding Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Tranche B Term Loan Commitments, Tranche C Term Loan Commitments and Tranche D Term Loan Commitments).”

“(d) (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-3 under the heading “Lender” attached hereto (the “New Tranche D Term Lenders”) agrees to make, in a single draw on the Third Amendment Effective Date, one or more Tranche D Term Loans to the Borrowers (on a joint and several basis as between the Borrowers) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule A-3; provided that Exchanging Tranche C Lenders shall make their respective Tranche D Term Loans by exchanging their Tranche C Term Loans for Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Tranche C Term Loans pursuant to Subsection 4.4(g) of the Credit Agreement.

(ii) Subject to the terms and conditions hereof, on the Third Amendment Effective Date, upon execution of the Third Amendment by an Existing Tranche C Term Lender and the indication on such Lender’s signature page that such Existing Tranche C Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g) of the Credit Agreement, all of such Lender’s Tranche C Term Loans for Tranche D Term Loans (each such Existing Tranche C Term Lender, an “Exchanging Tranche C Lender”), the amount of Tranche C Term Loans held by such Exchanging Tranche C Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche D Term Loans. For the avoidance of doubt, such Tranche D Term Loans held by an Exchanging Tranche C Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement.

(iii) The Tranche D Term Loans shall be incurred as Eurodollar Loans with an initial Interest Period of one month and except as hereinafter provided, shall, at the option of the Borrower Representative, be maintained as, and/or converted into, ABR Loans or Eurodollar Loans.

(iv) Once repaid, Tranche D Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Effective Date (after giving effect to the incurrence of Tranche D Term Loans on such date), the Tranche D Term Loan Commitment of each Tranche D Term Lender shall terminate.”

(d) Subsection 2.2 of the Credit Agreement is hereby amended as follows:

(i) by amending and restating clause (a) thereof as follows:

“(a) The Borrowers agree that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to Loans other than the Tranche B Term Loans, the Tranche C Term Loans or the Tranche D Term Loans), the First Amendment Effective Date (in the case of requests relating to the Tranche B Term Loans), the Second Amendment Effective Date (in the case of requests relating to the Tranche C Term Loans) or the Third Amendment Effective Date (in the case of requests relating to the Tranche D Term Loans) or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrowers will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender to the Borrowers. Each Note shall be dated the Closing Date; provided, that each Note in respect of a Tranche B Term Loan shall be dated the First Amendment Effective Date, each Note in respect of a Tranche C Term Loan shall be dated the Second Amendment Effective Date and each Note in respect of a Tranche D Term Loan shall be dated the Third Amendment Effective Date. Each Note shall be payable as provided in Subsections 2.2(b), 2.2(c), 2.2(d) or 2.2(e), as applicable, and provide for the payment of interest in accordance with Subsection 4.1.”; and

(ii) by inserting the following as new clause (e) thereof:

“(e) The Tranche D Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2017 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Tranche D Term Loans then outstanding):


Date		Amount
Each March 31, June 30, September 30 and December 31 ending prior to the First Amendment Effective Date		0.25% of the aggregate initial principal amount of the Original Initial Term Loans on the Closing Date


Date		Amount
Each March 31, June 30, September 30 and December 31 ending on or after the First Amendment Effective Date and prior to the Second Amendment Effective Date		0.25% of the aggregate initial principal amount of the Tranche B Term Loans on the First Amendment Effective Date

Each March 31, June 30, September 30 and December 31 ending on or after the Second Amendment Effective Date and prior to the Third Amendment Effective Date		0.25% of the aggregate initial principal amount of the Tranche C Term Loans on the Second Amendment Effective Date

Each March 31, June 30, September 30 and December 31 ending on or after the Third Amendment Effective Date and prior to the Initial Term Loan Maturity Date		0.25% of the aggregate initial principal amount of the Tranche D Term Loans on the Third Amendment Effective Date

Initial Term Loan Maturity Date		all unpaid aggregate principal amounts of any outstanding Initial Term Loans”

(e) Subsection 2.3 of the Credit Agreement is hereby amended by replacing each reference to “or the First Amendment Effective Date” with “, the First Amendment Effective Date, the Second Amendment Effective Date or the Third Amendment Effective Date” in the first and third sentences thereof.

(f) Subsection 2.8(d) of the Credit Agreement is hereby amended by amending and restating subclause (v)(C) in the second sentence thereof as follows:

“(C) any amendments to the Applicable Margin on the Initial Term Loans that became effective subsequent to the Closing Date (with respect to Original Initial Term Loans), the First Amendment Effective Date (with respect to Tranche B Term Loans), the Second Amendment Effective Date (with respect to Tranche C Term Loans) or the Third Amendment Effective Date (with respect to Tranche D Term Loans) but prior to the time of such Incremental Term Loans shall also be included in such calculations and”;

(g) Subsection 4.4 of the Credit Agreement is hereby amended by adding the following as the last sentence of clause (a) thereof:

“Each prepayment of Tranche D Term Loans pursuant to this Subsection 4.4(a) made on or prior to the date that is six months after the Third Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Parent Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).”

(h) Subsection 4.5 of the Credit Agreement is hereby amended by amending and restating clause (b) thereof as follows:

“(b) If, prior to (i) the date that is six months after the Closing Date (in the case of Original Initial Term Loans), (ii) the date that is six months after the First Amendment Effective Date (in the case of Tranche B Term Loans), (iii) the date that is six months after the Second Amendment Effective Date (in the case of Tranche C Term Loans) or (iv) the date that is six months after the Third Amendment Effective Date (in the case of Tranche D Term Loans), the Borrowers make an optional prepayment in full of such Loans in an amount equal to the Net Cash Proceeds received by the Borrowers or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of such Loans being prepaid. If, prior to (i) the date that is six months after the Closing Date (in the case of Original Initial Term Loans), (ii) the date that is six months after the First Amendment Effective Date (in the case of Tranche B Term Loans), (iii) the date that is six months after the Second Amendment Effective Date (in the case of Tranche C Term Loans) or (iv) the date that is six months after the Third Amendment Effective Date (in the case of Tranche D Term Loans), any Lender is replaced pursuant to Subsection 11.1(g) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under Subsection 11.6(g) to replace such Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Subsection 2.10(e) or 11.1(g)) shall receive a fee equal to 1.0% of the principal amount of such Loans of such Lender assigned to a replacement Lender pursuant to Subsection 2.10(e) or 11.1(g).”

(i) Subsection 5.16 of the Credit Agreement is hereby amended by deleting the reference to “and (iv)” appearing immediately before the words “in the case of all other Loans” in the first sentence thereof and replacing it with “, (iv) in the case of the Tranche D Term Loans, to repay the Tranche C Term Loans that are not exchanged for Tranche D Term Loans pursuant to the Third Amendment, to pay fees, costs and expenses incurred in connection with the transactions referred to in this subclause (iv) and/or to finance the working capital, capital expenditures, business requirements and for other purposes of the Parent Borrower and its Subsidiaries not prohibited by this Agreement and (v)”.

(j) Subsection 7.2 of the Credit Agreement is hereby amended by amending and restating clause (a) thereof as follows:

“(a) concurrently with the delivery of the financial statements and reports referred to in Subsections 7.1(a) and (b), a certificate signed by a Responsible Officer of the Borrower Representative in substantially the form of Exhibit T or such other form as may be agreed between the Borrower Representative and the Administrative Agent (a “Compliance Certificate”) (i) stating that, to the best of such Responsible Officer’s knowledge, each of the Parent Borrower and its Restricted Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default, except, in

each case, as specified in such certificate, (ii) commencing with the delivery of the Compliance Certificate for the first Fiscal Year commencing after the Closing Date, setting forth a reasonably detailed calculation of the Consolidated Secured Leverage Ratio for the Most Recent Four Quarter Period (including, to the extent there are any Tranche C Term Loans outstanding, a reasonably detailed calculation of the Consolidated Secured Leverage Ratio for purposes of the definition of “Applicable Margin”) and (iii) commencing with the Compliance Certificate for the first Fiscal Year commencing after the Closing Date if (A) delivered with the financial statements required by Section 7.1(a) and (B) the Consolidated Secured Leverage Ratio as of the last day of the immediately preceding Fiscal Year was greater than or equal to 3.00:1.00, setting forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the respective Fiscal Year covered by such financial statements;”.

(k) Subsection 11.2 of the Credit Agreement is hereby amended by deleting the reference to “Schedules A and A-1” in clause (a) thereof and replacing it with “Schedules A, A-1, A-2 and A-3”.

(l) The Schedules to the Credit Agreement are hereby amended by adding Annex I hereto as new Schedule A-3.

(m) Each Exchanging Tranche C Lender hereby waives any right to receive any payments under Subsection 4.12 of the Credit Agreement as a result of the Tranche D Effective Date Transactions. It is understood and agreed that the Parent Borrower, with the consent of the Administrative Agent, may elect on or prior to the Third Amendment Effective Date that the Tranche D Term Loans for which the Tranche C Term Loans are exchanged be Eurodollar Loans having an Interest Period designated by the Parent Borrower, regardless of whether the Third Amendment Effective Date is the last day of an Interest Period with respect to such exchanged Tranche C Term Loans (which, for the avoidance of doubt, may include Interest Periods of one week or two weeks).

(n) The Parent Borrower hereby agrees that it shall, together with any prepayment of the Tranche C Term Loans pursuant to this Amendment, pay to the Existing Tranche C Term Lenders, on the Third Amendment Effective Date, accrued and unpaid interest to the Third Amendment Effective Date on the amount of Tranche C Term Loans prepaid or exchanged pursuant to this Amendment.

ARTICLE II

CONDITIONS PRECEDENT TO EFFECTIVENESS

Section 2.1 Conditions Precedent to Effectiveness.

(a) The effectiveness of this Amendment, including the obligation of each Tranche D Term Lender to make, or exchange its Tranche C Term Loan for, a Tranche D Term Loan, is subject to the satisfaction or waiver of the following conditions (the date of such satisfaction or waiver of such conditions being referred to herein as the “Third Amendment Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Third Amendment Effective Time”):

(1) the Parent Borrower, the OpCo Borrower, the Administrative Agent, the Collateral Agent and the Tranche D Term Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent (which, in the case of Tranche D Term Lenders, may be in the form of an Existing Tranche C Lender Signature Page);

(2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent;

(3) the Administrative Agent shall have received (A)(i) true and complete copies of resolutions of the board of directors or a duly authorized committee thereof of each of the Loan Parties approving and authorizing the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended by this Amendment and (ii) incumbency and the signature of authorized signatories, in each case, certified as of the Third Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation;

(4) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5) and (6) below;

(5) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Third Amendment Effective Date as if made on and as of such date;

(6) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date after giving effect to the effectiveness hereof;

(7) the Parent Borrower shall have delivered to the Administrative Agent and the Lenders an opinion from each of Debevoise & Plimpton LLP and Richards, Layton & Finger, P.A., in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Third Amendment Effective Date;

(8) UBS Securities LLC, as a Lead Arranger, and UBS AG, Stamford Branch, as the Administrative Agent, shall have received all fees and expenses related to the Tranche D Term Loans to the extent due (which may be offset against the proceeds thereof); and

(9) with respect to the initial Tranche D Term Loans, the Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement (or such notice shall have been deemed given in accordance with Subsection 2.3 of the Credit Agreement).

The making of Tranche D Term Loans by the Tranche D Term Lenders and the exchange of Tranche C Term Loans for Tranche D Term Loans by the Exchanging Tranche C Lenders shall, in each case, conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

As of the date hereof, each of the Borrowers, represents and warrants as follows:

Section 3.1 Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrowers), to the extent that the failure to be in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

Section 3.2 Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform, in the case of each Borrower, this Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except for consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Amendment has been duly executed and delivered by each Borrower and the Acknowledgment has been duly executed and delivered by each Guarantor. This Amendment constitutes a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 3.3 No Legal Bar. The execution, delivery and performance of this Amendment or the Acknowledgment by any of the applicable Loan Parties (a) will not violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect, (b) will not result in, or require the creation or imposition of any Lien (other than Liens permitted under the Credit Agreement) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligation and (c) will not violate any provision of the Organizational Documents of such Loan Party, except (other than with respect to the Borrowers) as would not reasonably be expected to have a Material Adverse Effect.

Section 3.4 Representations and Warranties; No Default. Each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party are, except to the extent that they relate to a particular date, true and correct in all material respects on and as of the date hereof as if made on and as of such date. On the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Effect of Amendment and 2017 Increase Supplement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Agent or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which (including with respect to the security interests and liens granted to the Agents and the other Secured Parties under the Loan Documents) are ratified and affirmed in all respects and shall continue in full force and effect except that, on and after the effectiveness of this Amendment and the 2017 Increase Supplement, each reference to the Credit Agreement in the Loan Documents shall mean and be a reference to the Credit Agreement as amended by this Amendment and the 2017 Increase Supplement. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents in similar or different circumstances. Each of this Amendment and the 2017 Increase Supplement is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

Section 4.2 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under Subsection 11.6 of the Credit Agreement.

Section 4.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 4.4 Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by telecopy and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be delivered to the Borrower Representative and the Administrative Agent.

Section 4.5 Governing Law, etc. The provisions of the Credit Agreement under the headings “Governing Law”, “Submission to Jurisdiction; Waivers” and “Waiver of Jury Trial” are incorporated by reference herein, mutatis mutandis.

[Remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


SITEONE LANDSCAPE SUPPLY HOLDING, LLC
as Parent Borrower

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

SITEONE LANDSCAPE SUPPLY, LLC
as OpCo Borrower

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

[Acknowledgement to Third Amendment to Amended and Restated Credit Agreement]


UBS AG, STAMFORD BRANCH,
as Administrative Agent and Collateral Agent

By:		/s/ Darlene Arias
		Name: Darlene Arias
		Title: Director

By:		/s/ Houssem Daly
		Name: Houssem Daly
		Title: Associate Director

[Acknowledgement to Third Amendment to Amended and Restated Credit Agreement]


UBS AG, STAMFORD BRANCH,
as Lender

By:		/s/ Darlene Arias
		Name: Darlene Arias
		Title: Director

By:		/s/ Houssem Daly
		Name: Houssem Daly
		Title: Associate Director

[Acknowledgement to Third Amendment to Amended and Restated Credit Agreement]

Each Guarantor acknowledges and consents to each of the foregoing provisions of this Amendment and the 2017 Increase Supplement. Each Guarantor further acknowledges and agrees that all Obligations under the Credit Agreement as modified by this Amendment and the 2017 Increase Supplement shall be fully guaranteed and secured pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.


GUARANTORS:

SITEONE LANDSCAPE SUPPLY HOLDING, LLC

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

SITEONE LANDSCAPE SUPPLY, LLC

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

SITEONE LANDSCAPE SUPPLY BIDCO, INC.

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

LESCO, INC.

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

[Acknowledgement to Third Amendment to Amended and Restated Credit Agreement]


GREEN RESOURCE, LLC
By: SiteOne Landscape Supply, LLC, its sole manager

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

GR4, LLC
By: SiteOne Landscape Supply, LLC, its sole manager

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

HYDRO-SCAPE PRODUCTS, INC.

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Vice President and Assistant Treasurer

BISSETT EQUIPMENT CORP.

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Vice President and Assistant Treasurer

ABS LOGISTICS LLC

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President and Chief Financial Officer

[Acknowledgement to Third Amendment to Amended and Restated Credit Agreement]


AMERICAN BUILDERS SUPPLY, INC.

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President and Chief Financial Officer

CANOGA MASONRY SUPPLY, INC.

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Title: Executive Vice President and Chief Financial Officer

MASONRYCLUB, INC.

By:		/s/ John T. Guthrie
		Name: John T. Guthrie
		Title: Executive Vice President and Chief Financial Officer

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

Exhibit A

Form of Lender Signature Page to Amendment

The undersigned, a Lender holding Tranche C Term Loans (“you”), hereby consents to the Third Amendment to Amended and Restated Credit Agreement, which will amend the Amended and Restated Credit Agreement, dated as of April 29, 2016 (as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of November 23, 2016, and the Second Amendment to Amended and Restated Credit Agreement, dated as of May 24, 2017, and as may be further amended, supplemented, waived or otherwise modified from time to time prior to the Amendment (as defined below), the “Existing Credit Agreement”), among SiteOne Landscape Supply Holding, LLC (formerly known as JDA Holding LLC), a Delaware limited liability company (the “Parent Borrower”), SiteOne Landscape Supply, LLC (formerly known as John Deere Landscapes LLC), a Delaware limited liability company (the “OpCo Borrower”, and together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), UBS AG, Stamford Branch, as administrative agent and collateral agent for the several banks and other financial institutions from time to time party thereto (in such capacities, the “Administrative Agent” or the “Collateral Agent”, as applicable) and the Lenders party thereto, and which is proposed to be dated on or around December [•], 2017 and to be entered into among the Borrowers, the several banks and financial institutions parties thereto as Lenders and the Administrative Agent (the “Amendment”) and to the attachment of this Lender Signature Page to Amendment. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Amendment or the Existing Credit Agreement, as applicable.

If you are an Existing Tranche C Term Lender, you, if and only if you indicate below, hereby irrevocably and unconditionally approve of, and consent to, the Amendment, and to the attachment of this Lender Signature Page to Amendment, and hereby agree that all parties to the Amendment are express third party beneficiaries of this Lender Signature Page to Amendment and hereby further agree as follows:

[Check ONLY ONE of the two boxes below]

☑	CASHLESS ROLLOVER OPTION

Each undersigned Existing Tranche C Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Tranche C Term Loans held by such Lender for a Tranche D Term Loan in a like principal amount. By choosing this option, each undersigned Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Lender’s Tranche C Term Loans for Tranche D Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Lender’s Tranche C Term Loans for Tranche D Term Loans, in which case the difference between the current principal amount of such Lender’s Tranche C Term Loans and the allocated principal amount of Tranche D Term Loans will be prepaid on, and subject to the occurrence of, the Third Amendment Effective Date.

☐	CASH SETTLEMENT OPTION

The undersigned Existing Tranche C Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and having 100% of the outstanding principal amount of the Tranche C Term Loans held by such Existing Term Lender repaid on the Third Amendment Effective Date and to purchase by assignment Tranche D Term Loans in a like principal amount. By choosing this option, each undersigned Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate to such Lender or to allocate less than 100% of the principal amount of such Lender’s Tranche C Term Loans in Tranche D Term Loans.


5180-2 CLO LP
By: Guggenheim Partners Investment Management, LLC, as Collateral Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Adams Mill CLO Ltd.
By: Shenkman Capital Management, Inc., as Collateral Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


AEA Middle Market Debt Funding LLC

By:		/s/ Joseph D. Carrabino, Jr.
		Name: Joseph D. Carrabino, Jr.
		Title: President

AEA Middle Market Debt II Funding LLC

By:		/s/ Joseph D. Carrabino, Jr.
		Name: Joseph D. Carrabino, Jr.
		Title: President

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


AEGIS Electric and Gas International Services, Ltd. by SHENKMAN CAPITAL MANAGEMENT, INC., as Investement Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

If a second signature is necessary:

By:
		Name:
		Title:

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


AXA IM Inc, for and on behalf of

ALLEGRO CLO I, Ltd.

By:		/s/ Matthieu Martin
		Name: Matthieu Martin
		Title: Senior Trader

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


AXA IM Inc, for and on behalf of

ALLEGRO CLO II, Ltd.

By:		/s/ Matthieu Martin
		Name: Matthieu Martin
		Title: Senior Trader

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


AXA IM Inc, for and on behalf of

ALLEGRO CLO III, Ltd.

By:		/s/ Matthieu Martin
		Name: Matthieu Martin
		Title: Senior Trader

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds By: Sound Point Capital Management, LP as Sub-Advisor

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Apex Credit CLO 2015-II Ltd.
By : Apex Credit Partners, its Asset Manager

By:		/s/ Andrew Stern
		Name: Andrew Stern
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO X
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XI
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XII
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XIX
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XV
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XVI
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XVII
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XVIII
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XX
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XXI
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XXII
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XXIII
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XXIV
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XXV
By: Its Collateral Manager CVC Credit Partners, LLC

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XXVI

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


APIDOS CLO XXVII

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Ascension Alpha Fund, LLC
By: Amundi Pioneer Institutional Asset Management, Inc.

By:		/s/ Margaret C. Begley
		Name: Margaret C. Begley
		Title: Vice President and Associate General Counsel

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Ascension Health Master Pension Trust
By: Amundi Pioneer Institutional Asset Management, Inc.

By:		/s/ Margaret C. Begley
		Name: Margaret C. Begley
		Title: Vice President and Associate General Counsel

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Associated Electric & Gas Insurance Services Limited by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Associated Electric & Gas Insurance Services Limited
By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Atrium IX
By: Credit Suisse Asset Management, LLC, as portfolio manager

By:		/s/ Loius Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Bandera Strategic Credit Partners II, L.P.
By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Birchwood Park CLO, Ltd.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Agent

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Blackstone / GSO Long-Short Credit Income Fund
By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Blackstone / GSO Senior Floating Rate Term Fund
By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


BLACKSTONE/GSO STRATEGIC CREDIT FUND
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Blue Cross and Blue Shield of Florida, Inc.
By: Guggenheim Partners Investment Management, LLC as Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Bowman Park CLO, Ltd.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Agent

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Brookside Mill CLO Ltd.
By: Shenkman Capital Management, Inc., as Collateral Agent

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Buffalo High Yield Fund

By:		/s/ Alicia Marthaler
		Name: Alicia Marthaler
		Title: Attorney-in-fact

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


CARE Super by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By:		/s/ Justing Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Catamaran CLO 2012-1 Ltd.
By: Trimaran Advisors, L.L.C.

By:		/s/ Daniel Gilligan
		Name: Daniel Gilligan
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Catamaran CLO 2013-1 Ltd.
By: Trimaran Advisors, L.L.C.

By:		/s/ Daniel Gilligan
		Name: Daniel Gilligan
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Catamaran CLO 2014-1 Ltd.
By: Trimaran Advisors, L.L.C.

By:		/s/ Daniel Gilligan
		Name: Daniel Gilligan
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Catamaran CLO 2014-2 Ltd.

By:		/s/ Daniel Gilligan
		Name: Daniel Gilligan
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Catamaran CLO 2015-1 Ltd.

By:		/s/ Daniel Gilligan
		Name: Daniel Gilligan
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Catamaran CLO 2016-1 LTD.

By:		/s/ Daniel Gilligan
		Name: Daniel Gilligan
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Catskill Park CLO, Ltd.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thoman Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Christian Super
By SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


City of New York Group Trust
BY: The Comptroller of the City of New York
By: Guggenheim Partners Investment Management, LLC as Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


CLC Leveraged Loan Trust
By: Challenger Life Nominees PTY Limited as Trustee
By: Guggenheim Partners Investment Management, LLC as Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


CLEAR CREEK CLO, LTD.

By:		/s/ Bryan S. Higgings
		Name: Bryan S. Higgins
		Title: Manager

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


SILVER CREEK CLO, LTD.

By:		/s/ Bryan S. Higgings
		Name: Bryan S. Higgins
		Title: Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Cole Park CLO, Ltd.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Agent

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


COPPERHILL LOAN FUND I, LLC
BY: Credit Suisse Asset Management, LLC, as investment manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Credos Floating Rate Fund LP by SHENKMAN CAPITAL MANAGEMENT, INC., as General Partner

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Cumberland Park CLO Ltd.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Agent

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


CUTWATER 2014-I, Ltd.

By:		/s/ Joe Nelson
		Name: Joe Nelson
		Title: Authorized Signatory

Name of Fund Manager (if any):

Cutwater Investor Services Corp.

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


CUTWATER 2014-II, Ltd.

By:		/s/ Joe Nelson
		Name: Joe Nelson
		Title: Authorized Signatory

Name of Fund Manager (if any):

Cutwater Investor Services Corp.

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


CUTWATER 2015-I, Ltd.

By:		/s/ Joe Nelson
		Name: Joe Nelson
		Title: Authorized Signatory

Name of Fund Manager (if any):

Cutwater Investor Services Corp.

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


DaVinci Reinsurance Ltd.
BY: Guggenheim Partners Investment Management, LLC as Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Dorchester Park CLO Designated Activity Company
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Dunham Floating Rate Bond Fund

By:		/s/ Kyle Jennings
		Name: Kyle Jennings
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Emerson Park CLO Ltd.
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Management

By:		/s/ Thomas Iannarone
		Name: Thoman Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Employers Insurance Company of Wausau

By:		/s/ Henry J. Rauch
		Name: Henry J. Rauch
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Endurance Investment Holdings, Ltd.
By: Guggenheim Partners Investment Management, LLC as Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


ERIE INDEMNITY COMPANY
By: Credit Suisse Asset Management, LLC, as its investment manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


ERIE INSURANCE EXCHANGE
By: Credit Suisse Asset Management, LLC, as its investment manager for Erie Indemnity Company, as Attorney-in-Fact for Erie Insurance Exchange

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


First American Title Trust Company
By: Guggenheim Partners Investment Management, LLC, as Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


GGH Leveraged Loan Fund, A Series Trust of MYL Global Investment Trust
By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:		/s/ Kaitlin Trinh
		Name: Trinh, Kaitlin
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


GILBERT PARK CLO, LTD.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


GSO Sakura Loan Fund 2015, a Series Trust of Multi Manager Global Investment Trust
By: GSO Capital Advisors LLC, as its Investment Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


GSO Sakura Loan Fund 2017 A Series Trust of Multi Manager Global Investment Trust
By: GSO Capital Advisors LLC, as its Investment Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Guggenheim Loan Master Fund, Ltd
By: Guggenheim Partners Investment Management, LLC as Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Guggenheim Private Debt Fund Note Issuer 2.0, LLC
By: Guggenheim Partners Investment Management, LLC as Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Guggenheim U.S. Loan Fund II
By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Health Employees Superannuation Trust Australia by SHENKMAN CAPITAL MANAGEMENT, INC. as
Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Highmark Inc. by SHENKMAN CAPITAL MANAGEMENT, INC. as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


ING Capital LLC

By:		/s/ Thomas McCaughey
		Name: Thomas McCaughey
		Title: Managing Director

If a second signature is necessary:

By:		/s/ Michael Kim
		Name: Michael Kim
		Title: Vice President

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Jackson Mill CLO Ltd. by Shenkman Capital Management, Inc., as Portfolio Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Jefferson Mill CLO, Ltd.
By: Shenkman Capital Management, Inc., as Collateral Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


JFIN CLO 2013 LTD.
By: Apex Credit Partners LLC, as Portfolio Manager

By:		/s/ Andrew Stern
		Name: Andrew Stern
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


JFIN CLO 2014 LTD.
By: Apex Credit Partners LLC, as Portfolio Manager

By:		/s/ Andrew Stern
		Name: Andrew Stern
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


JFIN CLO 2014-II LTD.
By: Apex Credit Partners LLC, as Portfolio Manager

By:		/s/ Andrew Stern
		Name: Andrew Stern
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


JFIN CLO 2015 LTD.
By: Apex Credit Partners LLC, as Portfolio Manager

By:		/s/ Andrew Stern
		Name: Andrew Stern
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Apex Credit CLO 2016 Ltd.
By: Apex Credit Partners LLC, its Asset Manager

By:		/s/ Andrew Stern
		Name: Andrew Stern
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Kentucky Retirement Systems (Shenkman – Insurance Fund Account)
by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Kentucky Retirement Systems (Shenkman – Pension Account)
by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Kentucky Teachers’ Retirement Systems Insurance Trust Fund
by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


KP FIXED INCOME FUND

By: Credit Suisse Asset Management, LLC, as Sub-Advisor for Callan Associates Inc., the Adviser for The KP Funds, the Trust for KP Fixed Income Fund

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


KVK CLO 2013-1, Ltd

By:		/s/ David Cifonelli
		Name: David Cifonelli
		Title: Vice President

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


KVK CLO 2013-2, Ltd

By:		/s/ David Cifonelli
		Name: David Cifonelli
		Title: Vice President

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


KVK CLO 2014-1, Ltd

By:		/s/ David Cifonelli
		Name: David Cifonelli
		Title: Vice President

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


KVK CLO 2014-2, Ltd

By:		/s/ David Cifonelli
		Name: David Cifonelli
		Title: Vice President

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


KVK CLO 2014-3, Ltd

By:		/s/ David Cifonelli
		Name: David Cifonelli
		Title: Vice President

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


KVK CLO 2015-1, Ltd

By:		/s/ David Cifonelli
		Name: David Cifonelli
		Title: Vice President

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Liberty Mutual Insurance Company

By:		/s/ Henry J. Rauch
		Name: Henry J. Rauch
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Liberty Mutual Retirement Plan Master Trust, as Assignee
By: LIBERTY MUTUAL GROUP ASSET MANAGEMENT INC. ACTING FOR AND ON BEHALF OF LIBERTY MUTUAL RETIRMENT PLAN MASTER TRUST

By:		/s/ Henry J. Rauch
		Name: Henry J. Rauch
		Title: Authorized Signatory

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Loomis Sayles Credit Opportunities Fund
By: Loomis, Sayles & Company, L.P., Its Investment Manager
By: Loomis, Sayles & Company, Incorporated, Its General Partner

By:		/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President, Legal and Compliance Analyst

☐ CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Loomis Sayles Senior Floating Rate & Fixed Income Fund
By: Loomis, Sayles & Company, L.P., Its Investment Manager
By: Loomis, Sayles & Company, Incorporated, Its General Partner

By:		/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President, Legal and Compliance Analyst

☐ CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Loomis Sayles Senior Floating Rate Loan Fund
By: Loomis, Sayles & Company, L.P., Its Investment Manager
By: Loomis, Sayles & Company, Incorporated, Its General Partner

By:		/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President, Legal and Compliance Analyst

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


MADISON FLINTHOLM SENIOR LOAN FUND I DAC
By: Credit Suisse Asset Management LLC, as Investment Manager

By:		/s/ Louis Farano
		Name: Farano, Louis
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


MADISON PARK FUNDING X, LTD.
By: Credit Suisse Asset Management LLC, as portfolio manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Madison Park Funding XII, Ltd.
By: Credit Suisse Asset Management LLC, as portfolio manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Madison Park Funding XIII, Ltd.
By: Credit Suisse Asset Management LLC, as portfolio manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


MADISON PARK FUNDING XIV, LTD.
By: Credit Suisse Asset Management LLC, as portfolio manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Madison Park Funding XIX, Ltd.
By: Credit Suisse Asset Management LLC, as collateral manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Madison Park Funding XVI, Ltd.
BY: Credit Suisse Asset Management LLC, as portfolio manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


MADISON PARK FUNDING XVII, LTD.
BY: Credit Suisse Asset Management LLC, as portfolio manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


MADISON PARK FUNDING XX, LTD.
By: Credit Suisse Asset Management LLC, as portfolio manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Madison Park Funding XXII, Ltd.
BY: Credit Suisse Asset Management LLC, as portfolio manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☐ CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Natixis Loomis Sayles Senior Loan Fund
By: Loomis, Sayles & Company, L.P., Its Investment Manager
By: Loomis, Sayles & Company, Incorporated, Its General Partner

By:		/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President, Legal and Compliance Analyst

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Newfleet CLO 2016-1, Ltd.

By:		/s/ Kyle Jennings
		Name: Jennings, Kyle
		Title: Managing Director

☐ CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


NHIT: Senior Floating Rate and Fixed Income Trust
By: Loomis, Sayles & Company, LLC., Its Trustee

By:		/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President, Legal and Compliance Analyst

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Norrep Short Term Income Fund

By:		/s/ Keith Leslie
		Name: Keith Leslie
		Title: Chief Risk Officer

Name of Fund Manager (if any):

Norrep Capital Management Ltd.

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


NORTHWOODS CAPITAL X, LIMITED
By: Angelo, Gordon & Co., LP As Collateral Manager

By:		/s/ Maureen D’Alleva
		Name: Maureen D’Alleva
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


NORTHWOODS CAPITAL XI, LIMITED
By: Angelo, Gordon & Co., LP As Collateral Manager

By:		/s/ Maureen D’Alleva
		Name: Maureen D’Alleva
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


NORTHWOODS CAPITAL XII, LIMITED
By: Angelo, Gordon & Co., LP As Collateral Manager

By:		/s/ Maureen D’Alleva
		Name: Maureen D’Alleva
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Northwoods Capital XIV, Limited
By: Angelo, Gordon & Co., LP As Collateral Manager

By:		/s/ Maureen D’Alleva
		Name: Maureen D’Alleva
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


NZCG Funding Ltd
By: Guggenheim Partners Investment Management, LLC as Collateral Agent

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners 24, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners 26, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners 27, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners XIV, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners XIX, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners XVI, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners XVII, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners XVIII, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Octagon Investment Partners XXII, Ltd.
By: Octagon Credit Investors, LLC as Collateral Manager

By:		/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio
		Administration

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Peerless Insurance Company

By:		/s/ Henry J. Rauch
		Name: Henry J. Rauch
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


PensionDanmark Pensionsforsikringsaktieselskab
By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Pinnacle Park CLO, Ltd
By: GSO / Blackstone Debt Funds Management LLC as Collateral Agent

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Pioneer Floating Rate Fund
By: Amundi Pioneer Asset Management, Inc.

By:		/s/ Margaret C. Begley
		Name: Margaret C. Begley
		Title: Vice President and Associate General
		Counsel

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Pioneer Investments Diversified Loans Fund
By: Amundi Pioneer Asset Management, Inc.

By:		/s/ Margaret C. Begley
		Name: Margaret C. Begley
		Title: Vice President and Associate General
		Counsel

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


PI Solutions – Global Floating Rate Income
By: Amundi Pioneer Asset Management, Inc.

By:		/s/ Margaret C. Begley
		Name: Margaret C. Begley
		Title: Vice President and Associate General
		Counsel

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Providence Health & Services Investment Trust (Bank Loans Portfolio)
By SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Regatta II Funding LP
By: Napier Park Global Capital (US) LP Attorney-in-fact

By:		/s/ Melanie Hanlon
		Name: Melanie Hanlon
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Regatta III Funding Ltd
By: Napier Park Global Capital (US) LP Attorney-in-fact

By:		/s/ Melanie Hanlon
		Name: Melanie Hanlon
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Regatta IV Funding Ltd
By: Napier Park Global Capital (US) LP Attorney-in-fact

By:		/s/ Melanie Hanlon
		Name: Melanie Hanlon
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


REGATTA IX FUNDING LTD
By: Regatta Loan Management LLC its Collateral Manager

By:		/s/ Melanie Hanlon
		Name: Hanlon, Melanie
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Regatta VI Funding Ltd
By: Napier Park Global Capital (US) LP Attorney-in-fact

By:		/s/ Melanie Hanlon
		Name: Melanie Hanlon
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Regatta VI Funding Ltd
By: Regatta Loan Management LLC its Collateral Manager

By:		/s/ Melanie Hanlon
		Name: Melanie Hanlon
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Regatta VII Funding Ltd
By: Regatta Loan Management LLC its Collateral Manager

By:		/s/ Melanie Hanlon
		Name: Melanie Hanlon
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


REGATTA VIII FUNDING LTD
By: Regatta Loan Management LLC its Collateral Manager

By:		/s/ Melanie Hanlon
		Name: Melanie Hanlon
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


REGATTA X FUNDING LTD.
By: Regatta Loan Management LLC its Collateral Manager

By:		/s/ Melanie Hanlon
		Name: Melanie Hanlon
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Seneca Park CLO, Ltd.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Senior Floating Rate Fund LLC
By: Loomis, Sayles & Company, L.P., Its Managing Member
By: Loomis, Sayles &Company, Incorporated, Its General Partner

By:		/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President, Legal and Compliance Analyst

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Shenkman Floating Rate High Income Fund
By: Shenkman Capital Management, Inc. as Collateral Agent

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO II, Ltd
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO III, Ltd
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO IV, Ltd
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO V, Ltd.
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO VIII, Ltd.
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO X, Ltd.
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO XI, Ltd.
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO XII, Ltd.
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sound Point CLO XIV, Ltd.
By: Sound Point Capital Management, LP as Collateral Manager

By:		/s/ Andrew Wright
		Name: Andrew Wright
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


STATE OF NEW MEXICO STATE INVESTMENT COUNCIL
By: authority delegated to the New Mexico State Investment Officer
By: Credit Suisse Asset Management, LLC, its investment manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Stewart Park CLO, Ltd.
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Sudbury Mill CLO, Ltd.
By: Shenkman Capital Management, Inc., as Collateral Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


SUMITOMO MITSUI BANKING CORPORATION

By:		/s/ Hitoshi Ryoji
		Name: Hitoshi Ryoji
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


AIG Flexible Credit Fund

By:		/s/ Kyle Jennings
		Name: Kyle Jennings
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Swiss Capital Alternative Strategies Funds SPC for the Account of SC Alternative Strategy 7SP

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Swiss Capital Alternative Strategies Funds SPC for the Account of SC Alternative Strategy 9SP

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Swiss Capital Pro Loan V plc

By:		/s/ Gretchen Bergstresser
		Name: Gretchen Bergstresser
		Title: Senior Portfolio Manager

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Teachers’ Retirement System of the State of Kentucky
By: Shenkman Capital Management, Inc., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Texas PrePaid Higher Education Tuition Board
By: Shenkman Capital Management, Inc., as Investment Adviser

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Thacher Park CLO, Ltd.
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


THE EATON CORPORATION MASTER RETIREMENT TRUST
By: Credit Suisse Asset Management, LLC, its investment manager

By:		/s/ Louis Farano
		Name: Louis Farano
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


The Society Incorporated By Lloyd’s Act 1871 By The Name of Lloyd’s
By: Guggenheim Partners Investment Management, LLC as Investment Manager

By:		/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Authorized Person

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Treman Park CLO, Ltd.
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Tryon Park CLO, Ltd.
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XIII CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XIV CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XIX CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XV CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XVI CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XVII CLO Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XVIII CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XX CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XXI CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XXII CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XXIII CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XXIV CLO, Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XXV CLO Limited
By: its investment advisor, MJX Asset Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XXVI CLO, Limited
By: its investment advisor, MJX Venture Management, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


Venture XXVII CLO, Limited
By: its investment advisor, MJX Venture Management II, LLC

By:		/s/ Frederick Taylor
		Name: Frederick Taylor
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Vibrant CLO II, Ltd.
By: DFG Investment Advisers, Inc., as Portfolio Manager

By:		/s/ Roberta Goss
		Name: Roberta Goss
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Vibrant CLO III, Ltd.
By: DFG Investment Advisers, Inc., as Portfolio Manager

By:		/s/ Roberta Goss
		Name: Roberta Goss
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Vibrant CLO IV, Ltd.
By: DFG Investment Advisers, Inc., as Portfolio Manager

By:		/s/ Roberta Goss
		Name: Roberta Goss
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Virginia College Saving Plan
By: Shenkman Capital Management, Inc., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Virtus Newfleet Senior Floating Rate Fund

By:		/s/ Kyle Jennings
		Name: Kyle Jennings
		Title: Managing Director

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Washington Mill CLO Ltd.
By: Shenkman Capital Management, Inc., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Webster Park CLO, Ltd.
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


Wescott Park CLO, Ltd.
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager to Warehouse Parent, Ltd.

By:		/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory

☐	CASHLESS ROLLOVER OPTION

☑	CASH SETTLEMENT OPTION


WM Pool – High Yield Fixed Interest Trust By: Loomis, Sayles & Company, L.P., its Investment Manager
By: Loomis, Sayles & Company, Incorporated, its General Partner

By:		/s/ Mary McCarthy
		Name: Mary McCarthy
		Title: Vice President, Legal and Compliance Analyst

☑	CASHLESS ROLLOVER OPTION

☐	CASH SETTLEMENT OPTION


WM Pool – Fixed Interest Trust No. 7
By: Shenkman Capital Management, Inc., as Investment Manager

By:		/s/ Justin Slatky
		Name: Justin Slatky
		Title: CO-CIO

Annex I

SCHEDULE A-3

Tranche D Term Loan Commitments


Lender	Tranche D Term Loan Commitment
UBS AG, Stamford Branch	$	35,939,850.20
Exchanging Tranche C Lenders	$	262,056,410.75
Total:	$	297,996,260.95