Sixth Amendment to Credit Agreement, dated as of November 2, 2017, by and among Wesco Aircraft Holdings, Inc., Wesco Aircraft Hardware Corp., the other subsidiaries party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the lenders party thereto
Exhibit 10.1
EXECUTION VERSION
SIXTH AMENDMENT TO CREDIT AGREEMENT
SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 2, 2017 (this “Amendment”), among WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation (“Holdings”), WESCO AIRCRAFT HARDWARE CORP., a California corporation (the “Borrower”), the Subsidiary Guarantors, BARCLAYS BANK PLC, as Administrative Agent (as defined below), Collateral Agent (as defined below) and Swingline Lender, and the Lenders party hereto.
W I T N E S S E T H
WHEREAS, Holdings, the Borrower, the Lenders from time to time party thereto and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”, and collectively with the Administrative Agent, in such capacities, the “Agent”), Issuing Lender and Swingline Lender, are parties to a Credit Agreement, dated as of December 7, 2012 (as amended by that certain First Amendment to Credit Agreement dated as of February 28, 2014, that certain Second Amendment to Credit Agreement and Guarantee and Collateral Agreement dated as of September 2, 2014, that certain Third Amendment to Credit Agreement, dated as of March 24, 2016, that certain Fourth Amendment to Credit Agreement, dated as of October 4, 2016, and that certain Fifth Amendment to Credit Agreement, dated as of March 28, 2017, and as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);
WHEREAS, the Borrower has requested that the Required Lenders, the Required Covenant Lenders and the Swingline Lender, pursuant to Section 10.1 of the Existing Credit Agreement, amend certain provisions of the Existing Credit Agreement (as so amended, the “Amended Credit Agreement”) to (i) reduce the maximum amount permitted to be incurred under a Capped Incremental Facility pursuant to Section 2.25(a)(i) of the Existing Credit Agreement, (ii) amend the Excess Cash Flow Percentage and (iii) amend the Consolidated Total Leverage Ratio levels in the financial covenant set forth in Section 7.1(a) of the Existing Credit Agreement;
WHEREAS, Barclays Bank PLC is the sole lead arranger, sole bookrunner and sole syndication agent (in such capacity, the “Sixth Amendment Lead Arranger”) for this Amendment; and
WHEREAS, Holdings, the Borrower, the Required Lenders, the Required Covenant Lenders, the Swingline Lender and the Agent wish to amend the Existing Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION ONE — DEFINED TERMS. Capitalized terms used herein (including in the foregoing recitals hereto) but not otherwise defined herein shall have the meanings assigned thereto in the Amended Credit Agreement. The provisions of Section 1.2 of the Amended Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
SECTION TWO — EXISTING CREDIT AGREEMENT AMENDMENTS.
Effective as of the Sixth Amendment Effective Date:
(a) Section 1.1 of the Existing Credit Agreement is hereby amended by inserting therein the following defined terms in the appropriate alphabetical order:
“Sixth Amendment”: that certain Sixth Amendment to Credit Agreement dated as of November 2, 2017.
“Sixth Amendment Effective Date”: as defined in the Sixth Amendment.
(b) Section 1.1 of the Existing Credit Agreement is hereby amended by amending the following defined terms:
(i) The definition of “Excess Cash Flow Percentage” is hereby amended and restated in its entirety as follows:
““Excess Cash Flow Percentage”: 75%; provided that the Excess Cash Flow Percentage for any Excess Cash Flow Application Date shall be reduced to 50% if the Consolidated Total Leverage Ratio as of the last day of the fiscal year most recently ended prior to such date is less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00, reduced further to 25% if the Consolidated Total Leverage Ratio as of the last day of the fiscal year most recently ended prior to such date is less than 3.00 to 1.00 but greater than or equal to 2.50:1.00 and reduced further to 0% if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is less than 2.50 to 1.00.”
(ii) Clause (a) of the definition of “Incremental Cap” is hereby amended and restated in its entirety as follows:
“solely to the extent that the Consolidated Total Leverage Ratio, after giving effect to the incurrence of any Loans or Commitments pursuant to Section 2.25 (which (1) shall assume in the case of all incremental Revolving Commitments, that such Commitments are fully drawn and (2) shall not include the proceeds of such incremental Loans in calculating cash and Cash Equivalents) and the use of proceeds thereof, on a pro forma basis, would be (i) less than 3.50:1.00 for the most recent Test Period then ended, $150,000,000, (ii) greater than or equal to 3.50:1.00 and less than 4.00:1.00 for the most recent Test Period then ended, $75,000,000 or (iii) greater than or equal to 4.00:1.00 for the most recent Test Period then ended, $0 (the “Capped Incremental Amount”; and such facility, the “Capped Incremental Facility”), plus”
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(c) Section 7.1(a) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio of Holdings as at the last day of any period of four consecutive fiscal quarters of Holdings ending during any period set forth below to exceed the ratio set forth below opposite such period:
| Period |
| Consolidated Total |
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| September 30, 2017 |
| 6:25 : 1.00 |
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| December 31, 2017 |
| 6.25 : 1.00 |
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| March 31, 2018 |
| 6.25 : 1.00 |
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| June 30, 2018 |
| 6.00 : 1.00 |
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| September 30, 2018 |
| 6.00 : 1.00 |
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| December 31, 2018 |
| 5.75 : 1.00 |
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| March 31, 2019 |
| 5.50 : 1.00 |
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| June 30, 2019 |
| 5.25 : 1.00 |
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| September 30, 2019 |
| 4.75 : 1.00 |
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| December 31, 2019 |
| 4.75 : 1.00 |
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| March 31, 2020 |
| 4.75 : 1.00 |
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| June 30, 2020 |
| 4.00 : 1.00 |
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| September 30, 2020 |
| 4.00 : 1.00 |
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| December 31, 2020 |
| 4.00 : 1.00 |
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| March 31, 2021 |
| 4.00 : 1.00 |
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| June 30, 2021 and thereafter |
| 3.00 : 1.00” |
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SECTION THREE — CONDITIONS TO EFFECTIVENESS. This Amendment and the amendments set forth in Section Two shall become effective on the date (the “Sixth Amendment Effective Date”) when each of the following conditions shall have been satisfied:
(a) Execution of this Amendment. The Loan Parties and Lenders constituting the Required Lenders, the Required Covenant Lenders and the Swingline Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent (or its counsel);
(b) Amendment Fee. The Borrower shall have paid, or caused to be paid, to the Administrative Agent, for the account of each Revolving Lender and each Tranche A Term Lender that consents to this Amendment at or prior to 5:00 p.m. New York City time on October 30, 2017 an amendment fee (the “Amendment Fee”) for each such Lender in an amount equal to 0.25% of the sum of (1) the outstanding principal amount of such Lender’s Tranche A Term Loans immediately prior to the occurrence of the Sixth Amendment Effective Date plus (2) the amount of such Lender’s Revolving Commitment immediately prior to the occurrence of the Sixth Amendment Effective Date. The Amendment Fee shall be payable in immediately
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available funds on the Sixth Amendment Effective Date. Once paid, the Amendment Fee shall not be refundable.
(c) Other Fees and Expenses. The Borrower shall have paid, or caused to be paid, to the Administrative Agent and the Sixth Amendment Lead Arranger, respectively, all fees and other amounts due and payable under or in connection with this Amendment, and all reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, including, without limitation, the reasonable and documented fees and disbursements and other charges of Weil, Gotshal & Manges LLP, counsel to the Administrative Agent and the Sixth Amendment Lead Arranger; and
The Administrative Agent shall notify the parties hereto of the Sixth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective unless each of the foregoing conditions is satisfied at or prior to 11:59 p.m. New York City time on November 2, 2017.
SECTION FOUR — REPRESENTATIONS AND WARRANTIES; NO DEFAULTS. In order to induce the Lenders to enter into this Amendment, each of the Loan Parties represents and warrants, on the Sixth Amendment Effective Date, to each of the Lenders and the Administrative Agent that:
(a) this Amendment and the Amended Credit Agreement each constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing;
(b) all of the representations and warranties contained in Section 4 of the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects on the Sixth Amendment Effective Date as if made on and as of such date (unless such representation or warranty relates to a specific date, in which case such representation or warranty was true and correct in all material respects as of such specific date; provided, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); and
(c) no Default or Event of Default exists immediately prior to, on and after the Sixth Amendment Effective Date, in each case, after giving effect to this Amendment.
SECTION FIVE — SECURITY. The Loan Parties acknowledge that notwithstanding the effectiveness of this Amendment, (a) the Guarantee and Collateral Agreement shall continue to be in full force and effect, (b) the Guarantor Obligations of each Guarantor are not impaired or affected and (c) all guarantees made by the Loan Parties pursuant to the Guarantee and Collateral Agreement and all Liens granted by the Loan Parties as security for the Borrower Obligations and the Guarantor Obligations pursuant to the Guarantee and
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Collateral Agreement continue in full force and effect; and, further, confirm and ratify their respective obligations under each of the Loan Documents executed by the Loan Parties, as amended hereby.
SECTION SIX — 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 SEVEN — CONTINUING EFFECT; NO OTHER WAIVERS OR AMENDMENTS. Except as expressly set forth herein, this Amendment shall not (i) constitute a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Amended Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or (ii) by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agents, the Loan Parties under the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party 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 Amended Credit Agreement or any other Loan Document in similar or different circumstances. After the Sixth Amendment Effective Date, any reference in any Loan Document to the “Credit Agreement” shall mean the Amended Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents.
SECTION EIGHT — COUNTERPARTS. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic (i.e. “pdf”) transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION NINE — GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.12 and 10.18 of the Amended Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their authorized officers as of the day and year first above written.
| WESCO AIRCRAFT HARDWARE CORP. |
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| By: | /s/ Kerry Shiba |
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| Name: | Kerry Shiba |
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| Title: | Executive Vice President and Chief Financial Officer |
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| WESCO AIRCRAFT HOLDINGS, INC. |
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| By: | /s/ Kerry Shiba |
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| Name: | Kerry Shiba |
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| Title: | Executive Vice President and Chief Financial Officer |
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| INTERFAST USA HOLDINGS INC. |
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| By: | /s/ Kerry Shiba |
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| Name: | Kerry Shiba |
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| Title: | Treasurer |
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| HAAS GROUP, LLC |
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| By: | /s/ Kerry Shiba |
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| Name: | Kerry Shiba |
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| Title: | Treasurer |
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| HAAS HOLDINGS, LLC |
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| By: | /s/ Kerry Shiba |
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| Name: | Kerry Shiba |
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| Title: | Treasurer |
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| HAAS GROUP INTERNATIONAL, LLC |
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| By: | /s/ Kerry Shiba |
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| Name: | Kerry Shiba |
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| Title: | Treasurer |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| NETMRO, LLC |
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| By: | /s/ Kerry Shiba |
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| Name: | Kerry Shiba |
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| Title: | Treasurer |
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| HAAS TCM OF ISRAEL INC. |
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| By: | /s/ Kerry Shiba |
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| Name: | Kerry Shiba |
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| Title: | Treasurer |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Revolving Lender, and Swingline Lender
| By: | /s/ Craig Malloy |
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| Name: | Craig Malloy |
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| Title: | Director |
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| Bank of America, N.A. |
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| By: | /s/ Matt Powers |
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| Name: | Matt Powers |
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| Title: | Director |
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| JPMORGAN Chase Bank, N.A. |
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| By: | /s/ Ling Li |
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| Name: | Ling Li |
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| Title: | Executive Director |
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| MORGAN STANLEY BANK, N.A. |
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| By: | /s/ Emanuel Ma |
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| Name: | Emanuel Ma |
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| Title: | Authorized Signatory |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| MUFG Union Bank, N.A. |
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| By: | /s/ Susan J Swerdloff |
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| Name: | Susan J Swerdloff |
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| Title: | Managing Director |
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| PNC Bank, N.A. |
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| By: | /s/ Scott W. Miller |
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| Name: | Scott W. Miller |
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| Title: | Vice President |
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| SUMITOMO MITSUI BANKING CORPORATION |
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| By: | /s/ Christakis Droussiotis |
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| Name: | Christakis Droussiotis |
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| Title: | Managing Director |
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| SunTrust Bank |
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| By: | /s/ Thomas Parrott |
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| Name: | Thomas Parrott |
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| Title: | Managing Director |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Allstate Insurance Company as a Lender |
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| By: | /s/ Chris Goergen |
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| Name: | Chris Goergen |
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| Title: | Authorized Signatory |
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| By: | /s/ Marvin L Lutz III |
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| Name: | Marvin L Lutz III |
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| Title: | Authorized Signatory |
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| Apex Credit CLO 2015-II Ltd. as a Lender |
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| By: Apex Credit Partners, its Asset Manager |
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| By: | /s/ Andrew Stern |
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| Name: | Andrew Stern |
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| Title: | Managing Director |
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| Apex Credit CLO 2016 Ltd. as a Lender |
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| By: Apex Credit Partners, its Asset Manager |
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| By: | /s/ Andrew Stern |
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| Name: | Andrew Stern |
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| Title: | Managing Director |
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| Apex Credit CLO 2017 Ltd. as a Lender |
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| By: Apex Credit Partners, its Asset Manager |
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| By: | /s/ Andrew Stern |
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| Name: | Andrew Stern |
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| Title: | Managing Director |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| JFIN CLO 2013 LTD. as a Lender |
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| By: Apex Credit Partners LLC, as Portfolio Manager |
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| By: | /s/ Andrew Stern |
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| Name: | Andrew Stern |
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| Title: | Managing Director |
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| JFIN CLO 2014 LTD as a Lender |
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| By: Apex Credit Partners LLC, as Portfolio Manager |
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| By: | /s/ Andrew Stern |
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| Name: | Andrew Stern |
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| Title: | Managing Director |
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| JFIN CLO 2014-II LTD. as a Lender |
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| By: Apex Credit Partners LLC, as Portfolio Manager |
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| By: | /s/ Andrew Stern |
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| Name: | Andrew Stern |
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| Title: | Managing Director |
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| JFIN CLO 2015 LTD. as a Lender |
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| By: Apex Credit Partners LLC, as Portfolio Manager |
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| By: | /s/ Andrew Stern |
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| Name: | Andrew Stern |
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| Title: | Managing Director |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Ares CLO Warehouse 2017-5 Ltd. as a Lender |
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| By: Ares CLO Management II LLC, its Asset Manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XL CLO Ltd. as a Lender |
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| By: Ares CLO Management II LLC, its asset manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XLI CLO Ltd. as a Lender |
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| By: Ares CLO Management II LLC, its asset manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XLV CLO Ltd. as a Lender |
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| By: Ares CLO Management II LLC, its Asset Manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| ARES XXIX CLO LTD. as a Lender |
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| By: Ares CLO Management XXIX, L.P., its Asset Manager |
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| By: Ares CLO GP XXIX, LLC, its General Partner |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| ARES XXVI CLO LTD. as a Lender |
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| BY: Ares CLO Management XXVI, L.P., its Collateral Manager |
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| By: Ares CLO GP XXVI, LLC, its General Partner |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XXVII CLO, Ltd. as a Lender |
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| By: Ares CLO Management LLC, its asset manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| ARES XXVIII CLO LTD. as a Lender |
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| By: Ares CLO Management XXVIII, L.P., its Asset Manager |
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| By: Ares CLO GP XXVIII, LLC, its General Partner |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Ares XXXI CLO Ltd. as a Lender |
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| By: Ares CLO Management XXXI, L.P., its Portfolio Manager |
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| By: Ares Management LLC, its General Partner |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XXXII CLO Ltd. as a Lender |
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| By: Ares CLO Management XXXII, L.P., its Asset Manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XXXIII CLO Ltd. as a Lender |
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| By: Ares CLO Management XXXIII, L.P., its Asset Manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XXXIV CLO Ltd. as a Lender |
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| By: Ares CLO Management LLC, its collateral manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Ares XXXIX CLO Ltd. as a Lender |
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| By: Ares CLO Management II LLC, its asset manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XXXV CLO Ltd. as a Lender |
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| By: Ares CLO Management LLC, its asset manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XXXVII CLO Ltd. as a Lender |
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| By: Ares CLO Management LLC, its asset manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Ares XXXVIII CLO Ltd. as a Lender |
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| By: Ares CLO Management II LLC, its asset manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| AZB Funding, as a Lender |
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| By: | /s/ Kei Kajimura |
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| Name: | Kei Kajimura |
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| Title: | Authorized Signatory |
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| Barclays Bank PLC |
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| By: | /s/ Ashley Berry |
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| Name: | Ashley Berry |
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| Title: | Authorized Signatory |
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| 55 Loan Strategy Fund Series 2 A Series Trust Of Multi Manager Global Investment Trust as a Lender |
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| By: BlackRock Financial Management Inc., |
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| Its Investment Manager |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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| ACE Property & Casualty Insurance Company as a Lender |
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| BY: BlackRock Financial Management, Inc., its Investment Advisor |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| JFIN US Investment Grade & Leveraged Loan Buy and Maintain Fund (FX and IR Hedged) as a Lender |
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| By: BlackRock Financial Management, Inc., as Investment Manager |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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| Permanens Capital Floating Rate Fund LP as a Lender |
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| BY: BlackRock Financial Management Inc., |
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| Its Sub-Advisor |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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| U.S. Specialty Insurance Company as a Lender |
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| BY: BlackRock Investment Management, LLC, its Investment Manager |
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|
| By: | /s/ Rob Jacobi |
|
| Name: | Rob Jacobi |
|
| Title: | Authorized Signatory |
|
|
|
|
|
| BlueMountain CLO 2012-2 Ltd as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Bluemountain CLO 2013-1 LTD. as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
|
|
|
|
| Bluemountain CLO 2013-2 LTD. as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
|
|
|
|
| Bluemountain CLO 2013-3 Ltd. as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
|
|
|
|
| Bluemountain CLO 2013-4 Ltd. as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| BlueMountain CLO 2014-1 Ltd as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
|
|
|
|
| BlueMountain CLO 2014-2 Ltd as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
|
|
|
|
| BlueMountain CLO 2014-3 Ltd. as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
|
|
|
|
| BlueMountain CLO 2015-1 Ltd as a Lender |
| |
| By: BlueMountain CLO Management LLC, |
| |
| Its Collateral Manager |
| |
|
|
|
|
| By: | /s/ Meghan Fornshell |
|
| Name: | Meghan Fornshell |
|
| Title: | Operations Analyst |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Canoe Floating Rate Income Fund as a Lender |
| |
|
|
|
|
| By: | /s/ Ruth Dominguez |
|
| Name: | Ruth Dominguez |
|
| Title: | Associate Director |
|
|
|
|
|
| Transamerica Floating Rate as a Lender |
| |
|
|
|
|
| By: | /s/ Ruth Dominguez |
|
| Name: | Ruth Dominguez |
|
| Title: | Associate Director |
|
|
|
|
|
| Carlyle Global Market Strategies CLO 2013-1, Ltd. as a Lender |
| |
|
|
|
|
| By: | /s/ Linda Pace |
|
| Name: | Linda Pace |
|
| Title: | Managing Director |
|
|
|
|
|
| Carlyle Global Market Strategies CLO 2013-4, Ltd. as a Lender |
| |
|
|
|
|
| By: | /s/ Linda Pace |
|
| Name: | Linda Pace |
|
| Title: | Managing Director |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Carlyle Global Market Strategies CLO 2014-1, Ltd. as a Lender |
| |
|
|
|
|
| By: | /s/ Linda Pace |
|
| Name: | Linda Pace |
|
| Title: | Managing Director |
|
|
|
|
|
| Carlyle Global Market Strategies CLO 2014-2, Ltd. as a Lender |
| |
|
|
|
|
| By: | /s/ Linda Pace |
|
| Name: | Linda Pace |
|
| Title: | Managing Director |
|
|
|
|
|
| Carlyle Global Market Strategies CLO 2014-3, Ltd. as a Lender |
| |
|
|
|
|
| By: | /s/ Linda Pace |
|
| Name: | Linda Pace |
|
| Title: | Managing Director |
|
|
|
|
|
| Carlyle Global Market Strategies CLO 2014-4, Ltd. as a Lender |
| |
|
|
|
|
| By: | /s/ Linda Pace |
|
| Name: | Linda Pace |
|
| Title: | Managing Director |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Carlyle Global Market Strategies CLO 2014-5, Ltd. as a Lender |
| |
|
|
|
|
| By: | /s/ Linda Pace |
|
| Name: | Linda Pace |
|
| Title: | Managing Director |
|
|
|
|
|
| CATHAY BANK |
| |
|
|
|
|
| By: | /s/ Nancy A. Moore |
|
| Name: | Nancy A. Moore |
|
| Title: | Senior Vice President |
|
|
|
|
|
| Cedar Funding II CLO Ltd as a Lender |
| |
|
|
|
|
| By: | /s/ Ruth Dominguez |
|
| Name: | Ruth Dominguez |
|
| Title: | Associate Director |
|
|
|
|
|
| Cedar Funding IV CLO, Ltd. as a Lender |
| |
|
|
|
|
| By: | /s/ Ruth Dominguez |
|
| Name: | Ruth Dominguez |
|
| Title: | Associate Director |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Cedar Funding V CLO, Ltd. as a Lender |
| |
| By: AEGON USA Investment Management, LLC, as its Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Ruth Dominguez |
|
| Name: | Ruth Dominguez |
|
| Title: | Associate Director |
|
|
|
|
|
| Cedar Funding VI CLO, Ltd. as a Lender |
| |
| By: AEGON USA Investment Management, LLC, as its Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Ruth Dominguez |
|
| Name: | Ruth Dominguez |
|
| Title: | Associate Director |
|
|
|
|
|
| Cedar Funding VII CLO, Ltd. as a Lender |
| |
| By: AEGON USA Investment Management, LLC, as its Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Ruth Dominguez |
|
| Name: | Ruth Dominguez |
|
| Title: | Associate Director |
|
|
|
|
|
| Cedar Funding VIII CLO, Ltd. as a Lender |
| |
| By: AEGON USA Investment Management, LLC, as its Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Ruth Dominguez |
|
| Name: | Ruth Dominguez |
|
| Title: | Associate Director |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Citizens Bank & Trust Company, as a Lender |
| |
|
|
|
|
| By: | /s/ Kenneth Roberson |
|
| Name: | Kenneth Roberson |
|
| Title: | Senior Vice President |
|
|
|
|
|
| Vibrant CLO II, Ltd. as a Lender |
| |
| By: DFG Investment Advisers, Inc., as Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Timothy Milton |
|
| Name: | Timothy Milton |
|
| Title: | Managing Director |
|
|
|
|
|
| Vibrant CLO IV, Ltd. as a Lender |
| |
| By: DFG Investment Advisers, Inc., as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Timothy Milton |
|
| Name: | Timothy Milton |
|
| Title: | Managing Director |
|
|
|
|
|
| Vibrant CLO V, Ltd. as a Lender |
| |
| By: DFG Investment Advisers, Inc., as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Timothy Milton |
|
| Name: | Timothy Milton |
|
| Title: | Managing Director |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Vibrant CLO VI, Ltd. as a Lender |
| |
| By: DFG Investment Advisers, Inc., as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Timothy Milton |
|
| Name: | Timothy Milton |
|
| Title: | Managing Director |
|
|
|
|
|
| Vibrant CLO VII, Ltd. as a Lender |
| |
| By: DFG Investment Advisers, Inc., as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Timothy Milton |
|
| Name: | Timothy Milton |
|
| Title: | Managing Director |
|
|
|
|
|
| Brighthouse Funds Trust I — Brighthouse/Eaton Vance Floating Rate Portfolio as a Lender |
| |
| BY: Eaton Vance Management as Investment Sub-Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Columbia Funds Variable Series Trust II — Variable Portfolio — Eaton Vance Floating-Rate Income Fund as a Lender |
| |
| BY: Eaton Vance Management as Investment Sub-Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Eaton Vance Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust as a Lender |
| |
| BY: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance Bank Loan Fund Series II A Series Trust of Multi Manager Global Investment Trust as a Lender |
| |
| By: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance CLO 2013-1 LTD. as a Lender |
| |
| BY: Eaton Vance Management |
| |
| Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance CLO 2014-1, Ltd. as a Lender |
| |
| BY: Eaton Vance Management |
| |
| Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Eaton Vance CLO 2015-1 Ltd. as a Lender |
| |
| By: Eaton Vance Management |
| |
| Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance Floating Rate Portfolio as a Lender |
| |
| BY: Boston Management and Research as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance Floating-Rate Income Plus Fund as a Lender |
| |
| BY: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance Floating-Rate Income Trust as a Lender |
| |
| BY: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Eaton Vance Institutional Senior Loan Fund as a Lender |
| |
| BY: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio as a Lender |
| |
| BY: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance Limited Duration Income Fund as a Lender |
| |
| By: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance Loan Fund Series III A Series Trust of Multi Manager Global Investment Trust as a Lender |
| |
| By: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Eaton Vance Senior Floating-Rate Trust as a Lender |
| |
| BY: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance Senior Income Trust as a Lender |
| |
| BY: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Eaton Vance VT Floating-Rate Income Fund as a Lender |
| |
| BY: Eaton Vance Management as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| Pacific Select Fund Floating Rate Loan Portfolio as a Lender |
| |
| BY: Eaton Vance Management as Investment Sub-Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Senior Debt Portfolio as a Lender |
| |
| BY: Boston Management and Research as Investment Advisor |
| |
|
|
|
|
| By: | /s/ Michael B Brotthof |
|
| Name: | Michael Brotthof |
|
| Title: | Vice President |
|
|
|
|
|
| KRH US Loan Master Fund 2017-5 a series trust of Global Cayman Investment Trust | ||
| By Goldman Sachs Asset Management, L.P. solely as its investment manager and not as principal, | ||
| as a Lender |
| |
|
|
|
|
| By: | /s/ Chris Lam |
|
| Name: | Chris Lam |
|
| Title: | Authorized Signatory |
|
|
|
|
|
| LCM XIII Limited Partnership as a Lender |
| |
| By: LCM Asset Management LLC |
| |
| As Collateral Manager |
| |
|
|
|
|
| By: | /s/ Alexander B. Kenna |
|
| Name: | Alexander B. Kenna |
|
| Title: | Authorized Signatory |
|
|
|
|
|
| LCM XV Limited Partnership as a Lender |
| |
| By: LCM Asset Management LLC |
| |
| As Collateral Manager |
| |
|
|
|
|
| By: | /s/ Alexander B. Kenna |
|
| Name: | Alexander B. Kenna |
|
| Title: | Authorized Signatory |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| LCM XVI Limited Partnership as a Lender |
| |
| By: LCM Asset Management LLC |
| |
| As Collateral Manager |
| |
|
|
|
|
| By: | /s/ Alexander B. Kenna |
|
| Name: | Alexander B. Kenna |
|
| Title: | Authorized Signatory |
|
|
|
|
|
| LCM XXV Ltd. as a Lender |
| |
| By: LCM Asset Management LLC |
| |
| As Collateral Manager |
| |
|
|
|
|
| By: | /s/ Alexander B. Kenna |
|
| Name: | Alexander B. Kenna |
|
| Title: | Authorized Signatory |
|
|
|
|
|
| Venture VII CDO Limited as a Lender |
| |
| BY: its investment advisor, MJX Asset Management, LLC |
| |
|
|
|
|
| By: | /s/ John Calaba |
|
| Name: | John Calaba |
|
| Title: | Managing Director |
|
|
|
|
|
| VENTURE XII CLO, Limited as a Lender |
| |
| BY: its investment advisor |
| |
| MJX Venture Management LLC |
| |
|
|
|
|
| By: | /s/ John Calaba |
|
| Name: | John Calaba |
|
| Title: | Managing Director |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Venture XXVIII CLO, Limited as a Lender |
| |
| By: its investment advisor |
| |
| MJX Venture Management II LLC |
| |
|
|
|
|
| By: | /s/ John Calaba |
|
| Name: | John Calaba |
|
| Title: | Managing Director |
|
|
|
|
|
| G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity) as a Lender |
| |
| BY: Octagon Credit Investors, LLC, as Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Kimberley Wong Lem |
|
| Name: | Kimberley Wong Lem |
|
| Title: | Director of Portfolio Administration |
|
|
|
|
|
| Octagon Paul Credit Fund Series I, Ltd. as a Lender |
| |
| BY: Octagon Credit Investors, LLC |
| |
| as Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Kimberley Wong Lem |
|
| Name: | Kimberley Wong Lem |
|
| Title: | Director of Portfolio Administration |
|
|
|
|
|
| Octagon Delaware Trust 2011 as a Lender |
| |
| BY: Octagon Credit Investors, LLC |
| |
| as Portfolio Manager |
| |
|
|
|
|
| By: | /s/ Kimberley Wong Lem |
|
| Name: | Kimberley Wong Lem |
|
| Title: | Director of Portfolio Administration |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Octagon Investment Partners 25, Ltd. as a Lender |
| |
| By: Octagon Credit Investors, LLC as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Kimberley Wong Lem |
|
| Name: | Kimberley Wong Lem |
|
| Title: | Director of Portfolio Administration |
|
|
|
|
|
| Octagon Investment Partners XIV, Ltd. as a Lender |
| |
| BY: Octagon Credit Investors, LLC |
| |
| as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Kimberley Wong Lem |
|
| Name: | Kimberley Wong Lem |
|
| Title: | Director of Portfolio Administration |
|
|
|
|
|
| Octagon Investment Partners XV, Ltd. as a Lender |
| |
| BY: Octagon Credit Investors, LLC |
| |
| as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Kimberley Wong Lem |
|
| Name: | Kimberley Wong Lem |
|
| Title: | Director of Portfolio Administration |
|
|
|
|
|
| Octagon Investment Partners XVIII, Ltd. as a Lender |
| |
| By: Octagon Credit Investors, LLC |
| |
| as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Kimberley Wong Lem |
|
| Name: | Kimberley Wong Lem |
|
| Title: | Director of Portfolio Administration |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Dryden 36 Senior Loan Fund, as a Lender |
| |
| By: PGIM, Inc., as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Joseph Lemanowicz |
|
| Name: | Joseph Lemanowicz |
|
| Title: | Vice President |
|
|
|
|
|
| Dryden 42 Senior Loan Fund, as a Lender |
| |
| By: PGIM, Inc., as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Joseph Lemanowicz |
|
| Name: | Joseph Lemanowicz |
|
| Title: | Vice President |
|
|
|
|
|
| Dryden 45 Senior Loan Fund, as a Lender |
| |
| By: PGIM, Inc., as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Joseph Lemanowicz |
|
| Name: | Joseph Lemanowicz |
|
| Title: | Vice President |
|
|
|
|
|
| Dryden 34 Senior Loan Fund, as a Lender |
| |
| By: PGIM, Inc., as Collateral Manager |
| |
|
|
|
|
| By: | /s/ Joseph Lemanowicz |
|
| Name: | Joseph Lemanowicz |
|
| Title: | Vice President |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| PT. Bank Negara Indonesia (Persero) Tbk, |
| |
| New York Agency, |
| |
| as a Lender |
| |
|
|
|
|
| By: | /s/ Oswald Tambunan |
|
| Name: | Oswald Tambunan |
|
| Title: | General Manager |
|
|
|
|
|
| ECP CLO 2013-5, LTD as a Lender |
| |
| BY: Silvermine Capital Management |
| |
|
|
|
|
| By: | /s/ Richard Kurth |
|
| Name: | Richard Kurth |
|
| Title: | Principal |
|
|
|
|
|
| GLG Ore Hill CLO 2013-1, LTD. as a Lender |
| |
|
|
|
|
| By: | /s/ Richard Kurth |
|
| Name: | Richard Kurth |
|
| Title: | Principal |
|
|
|
|
|
| NEW MEXICO STATE INVESTMENT COUNCIL as a Lender |
| |
| BY: Voya Investment Management Co. LLC, as its investment manager |
| |
|
|
|
|
| By: | /s/ James Essert |
|
| Name: | Jim Essert |
|
| Title: | Senior Vice President |
|
[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| Voya CLO 2013-1, Ltd. as a Lender |
| |
| BY: Voya Alternative Asset Management LLC, as its investment manager |
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| By: | /s/ James Essert |
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| Name: | Jim Essert |
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| Title: | Senior Vice President |
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| Voya CLO 2013-2, Ltd. as a Lender |
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| BY: Voya Alternative Asset Management LLC, as its investment manager |
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| By: | /s/ James Essert |
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| Name: | Jim Essert |
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| Title: | Senior Vice President |
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| Woodforest National Bank, National Association, as a Lender |
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| By: | /s/ Eric Buczko |
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| Name: | Eric Buczko |
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| Title: | SVP |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
| 55 Loan Strategy Fund a series Trust Of Multi |
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| Manager Global Investment Trust as a Lender |
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| By: BlackRock Financial Management Inc., |
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| Its Investment Manager |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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| 55 Loan Strategy Fund Series 3 A Series Trust Of Multi |
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| Manager Global Investment Trust as a Lender |
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| By: BlackRock Financial Management Inc., |
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| Its Investment Manager |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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| CHUBB EUROPEAN GROUP LIMITED as a Lender |
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| BY: BlackRock Financial Management, Inc., its Sub-Advisor |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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| Houston Casualty Company as a Lender |
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| BY: BlackRock Investment Management, LLC, |
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| its Investment Manager |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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| UnitedHealthcare Insurance Company as a Lender |
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| By: BlackRock Financial Management Inc., its investment manager |
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| By: | /s/ Rob Jacobi |
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| Name: | Rob Jacobi |
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| Title: | Authorized Signatory |
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| APIDOS CLO as a Lender |
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| By: Its Collateral Manager CVC Credit Partners, LLC |
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| By: | /s/ Gretchen Bergstresser |
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| Name: | Gretchen Bergstresser |
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| Title: | Senior Portfolio Manager |
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| Ares XLIV CLO Ltd. as a Lender |
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| By: Ares CLO Management II LLC, its asset manager |
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| By: | /s/ Daniel Hayward |
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| Name: | Daniel Hayward |
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| Title: | Authorized Signatory |
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| Preferred Bank, as a Lender |
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| By: | /s/ John Stipanov |
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| Name: | John Stipanov |
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| Title: | Senior Vice President |
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[SIXTH AMENDMENT TO CREDIT AGREEMENT]
