Post Holdings, Inc. - FORM 8-K - EX-10.1 - SECOND AMEND TO CREDIT AGREEMENT

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8-K - 8-K - Post Holdings, Inc.	form8k_030615.htm

Exhibit 10.1

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is dated as of March 6, 2015 and is entered into by and among POST HOLDINGS, INC., a Missouri corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), acting with the written consent of the Required Lenders, the Required Lenders and the Guarantors. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement (as defined below) after giving effect to this Second Amendment.

RECITALS

WHEREAS, (i) the Borrower, the Lenders party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of January 29, 2014 (as amended by that certain First Amendment to Credit Agreement, dated as of May 1, 2014, by and among the Borrower, the Lenders party thereto and the Administrative Agent, and as otherwise amended, supplemented, or modified prior to the date hereof, the “Credit Agreement”), and (ii) the Borrower, certain of its Subsidiaries and the Administrative Agent have entered into that certain Guarantee and Collateral Agreement, dated as of January 29, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Collateral Agreement” and together with the Credit Agreement, the “Agreements”);

WHEREAS, the Borrower has requested certain amendments to the Agreements; and

WHEREAS, the Lenders party hereto and the Administrative Agent are willing to agree to the amendments requested by the Borrower, on the terms and conditions set forth in this Second Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the Borrower, the Guarantors party hereto, the Lenders party hereto and the Administrative Agent hereby agree as follows:

SECTION I. AMENDMENTS


1.1	Amendments to the Credit Agreement and the Collateral Agreement Effective on Second Amendment Effective Date. Subject to the satisfaction of the conditions set forth in Section II of this Second Amendment, on the Second Amendment Effective Date (as defined below) the Credit Agreement and the Collateral Agreement will be amended as follows:

A. Amendments to Article I of the Credit Agreement.

(a) The following defined terms will be added to Section 1.01 of the Credit Agreement in the proper alphabetical order:

“Escrow Subsidiary” means a wholly-owned Subsidiary (i) created by the Borrower or any Subsidiary for the sole purpose of issuing debt securities the net proceeds of which must be deposited into a secured escrow account of such Subsidiary pending consummation of a Permitted Acquisition and which debt securities must be redeemed if such Permitted Acquisition is not consummated, (ii) engaged in no activities other than those incidental to the issuance of such debt securities, (iii) owning no assets other than amounts that have been deposited into such secured escrow account and (iv) which has been designated as an Escrow Subsidiary by the Borrower’s Board of Directors as evidenced by a filing with the Administrative Agent of (1) a board resolution of the Borrower giving effect to such designation and (2) an officers’ certificate certifying that such designation, and the transactions in which such Subsidiary will engage (including the terms of the debt securities issued by such Subsidiary), comply with the requirements of this definition; provided that if at any time (x) such Subsidiary ceases to comply with the requirements of this definition or (y) the debt securities become guaranteed by (or secured by assets of) any Person other than such Subsidiary, such designated Subsidiary shall no longer constitute an Escrow Subsidiary under this Agreement.

“LCA Election” means the Borrower’s election to treat a specified Investment (including a Permitted Acquisition) as a Limited Condition Acquisition by giving written notice of such election to the Administrative Agent at any time prior to the closing of such Limited Condition Acquisition.

“LCA Test Date” has the meaning specified in Section 1.09(c).

“Limited Condition Acquisition” means any Permitted Acquisition or other Investment, by the Borrower or one or more of its Subsidiaries whose consummation is not, by the terms of the applicable purchase, sale, joint venture, merger or any other definitive agreement with respect to such Permitted Acquisition or other Investment, conditioned on the availability of, or on obtaining, third party financing.

“MOM Brands Acquisition” means the acquisition by MOM Brands Merger Sub of all of the Equity Interests in the MOM Brands Business pursuant to the MOM Brands Acquisition Agreement and the subsequent merger (on the MOM Brands Acquisition Closing Date) of MOM Brands Merger Sub with and into the Mom Brands Business, with the MOM Brands Business surviving as a wholly-owned Subsidiary of the Borrower.

“MOM Brands Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of January 25, 2015, by and among the Borrower, MOM Brands Merger Sub, the MOM Brands Business and Shareholder Representative Services LLC, solely in its capacity as Sellers’ Representative (as defined therein), as amended from time to time with the Administrative Agent’s prior written consent, not to be unreasonably conditioned, withheld or delayed.

“MOM Brands Acquisition Closing Date” means the date the MOM Brands Acquisition is consummated and the MOM Brands Acquisition Incremental Term Loans are funded.

“MOM Brands Acquisition Incremental Term Loans” means those certain Incremental Term Loans to be funded concurrently with the consummation of the MOM Brands Acquisition, the proceeds of which will be used to finance (in part) the MOM Brands Acquisition (including the repayment of certain existing Indebtedness of the MOM Brands Business) and the payment of fees and expenses in connection with the MOM Brands Acquisition.

“MOM Brands Acquisition Notes” means any debt securities issued by the Borrower after the Second Amendment Effective Date and on or prior to the MOM Brands Acquisition Closing Date.

“MOM Brands Business” means MOM Brands Company, a Minnesota corporation.

“MOM Brands Merger Sub” means Acquisition Sub, Inc., a Minnesota corporation and a wholly-owned Subsidiary of the Borrower.

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of March 6, 2015, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent

“Second Amendment Effective Date” means the date on which the conditions precedent set forth in Section II of the Second Amendment are satisfied, which date is March 6, 2015.

(b) The defined term “Consolidated EBITDA” as set forth in Section 1.01 of the Credit Agreement will be amended as follows:

(i) clause (h)(iii) thereof will be amended and restated in its entirety to read as follows:

“(iii) (A) all prepayment premiums, make-whole payments, and similar payments relating to Indebtedness of the Acquired Business, the MOM Brands Business or their respective Subsidiaries which are being prepaid in connection with the Pending Acquisition or the MOM Brands Acquisition, respectively, and (B) all fees, costs and expenses incurred by the Borrower or its Subsidiaries in connection with the Second Amendment and the MOM Brands Acquisition Notes, plus”;

(ii) clause (j) thereof will be amended by inserting the words “(other than, for the avoidance of doubt, the MOM Brands Acquisition)” immediately following the words “Permitted Acquisitions” in the proviso thereto;

(iii) clause (k) thereof will be amended and restated in its entirety to read as follows:

“(k) restructuring charges or reserves with respect to (i) the previously announced closure of the Modesto, California facility, (ii) the Spin-Off and (iii) the MOM Brands Acquisition not to exceed $50,000,000 in the aggregate for any Measurement Period for this clause (iii) (and, for the avoidance of doubt, cost savings, operating expense reductions, other operating improvements and acquisition synergies are not subject to such limit); plus”; and

(iv) clause (l) thereof will be amended by inserting the words “(other than the MOM Brands Acquisition)” immediately following the words “Permitted Acquisitions” in the proviso thereto.

(c) The defined term “Consolidated Interest Coverage Ratio” as set forth in Section 1.01 of the Credit Agreement will be amended by deleting clause (x) of the proviso at the end of clause (b) thereof in its entirety and replacing it with the following:

“(x) all prepayment premiums, make-whole payments, and similar payments relating to Indebtedness of the Acquired Business, the MOM Brands Business or their respective Subsidiaries which are being prepaid in connection with the Pending Acquisition or the MOM Brands Acquisition, respectively”.

(d) The defined term “Excluded Subsidiary” as set forth in Section 1.01 of the Credit Agreement will be amended by (i) deleting the “or” at the end of clause (d) thereof and replacing it with “,” and (ii) inserting the following text at the end of clause (e) “or (f) any Escrow Subsidiary”.

(e) The defined term “Permitted Acquisition” as set forth in Section 1.01 of the Credit Agreement will be amended as follows:

(i) by inserting the words “or the MOM Brands Acquisition” immediately following the words “Pending Acquisition” in the proviso at the end of each of clauses (a), (d), (e) and (f) thereof; and

(ii) clause (g) thereof will be amended and restated in its entirety to read as follows:

“(g) no Default or Event of Default under Sections 8.01(f) or 8.01(g) shall have occurred and be continuing as of the closing date of the proposed acquisition.”.

(f) The defined term “Specified Transactions” as set forth in Section 1.01 of the Credit Agreement will be amended by inserting the words “the MOM Brands Acquisition,” immediately following the word “means”.

(g) Section 1.09 of the Credit Agreement will be amended as follows:

(i) clause (b)(ii) thereof will be deleted in its entirety and replaced with the following:

“(ii) in the event that any Permitted Acquisitions or other permitted Investments are made subsequent to the last day of the applicable Measurement Period for which such pro forma ratio is being calculated but on or prior to the Ratio Calculation Date, then Consolidated EBITDA shall be (x) increased by an amount equal to the Consolidated EBITDA attributable to the property or Investment that is the subject of such Permitted Acquisition or other permitted Investment, in each case assuming such Permitted Acquisition or other permitted Investment had been made on the first day of the applicable Measurement Period and (y) otherwise calculated as set forth in the third paragraph of the definition of “Consolidated EBITDA” on a Pro Forma Basis;”; and

(ii) a new clause (c) will be inserted immediately after clause (b) thereof that reads in its entirety as follows:

“(c) Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability or pro forma compliance with any covenant with respect to the incurrence of any Indebtedness (including any Incremental Term Loans, Incremental Revolving Loans, Incremental Term Loan Commitments or Incremental Revolving Credit Commitments) or Liens or the making of any Investments (including the determination of whether an acquisition is a Permitted Acquisition) or Dispositions or (B) determining compliance with representations and warranties or (other than for purposes of Section 2.14(d)(i)) the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition (other than the MOM Brands Acquisition), if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving effect on a Pro Forma Basis to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recently completed Measurement Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio or basket, such financial ratio or basket shall be deemed to have been complied with. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio under Section 7.11 on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.”.

B. Amendments to Article II of the Credit Agreement.

(a) Section 2.14(a) of the Credit Agreement will be deleted in its entirety and replaced with the following:

“(a) The Borrower may by written notice to the Administrative Agent elect to increase the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or incur one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount (1) not to exceed (A) in the case of the Incremental Term Loan Commitments in respect of the Pending Acquisition Incremental Term Loans, (x) $1,425,000,000 minus (y) the gross proceeds of any Pending Acquisition Securities and/or Pending Acquisition Bridge Loans in an aggregate amount in excess of $340,000,000, (B) in the case of any Incremental Revolving Credit Commitments that become effective on the Pending Acquisition Closing Date in accordance with the terms of the applicable Joinder Agreement, $100,000,000, (C) in the case of the Incremental Term Loan Commitments in respect of the MOM Brands Acquisition Incremental Term Loans, (x) $700,000,000 minus (y) the gross proceeds of any MOM Brands Acquisition Notes and (D) in the case of any Incremental Facility (other than any Incremental Facility incurred pursuant to the immediately preceding clauses (A), (B), or (C)), in the aggregate, the greater of (x) $700,000,000 and (y) an amount such that the pro forma Senior Secured Leverage Ratio would not exceed 2.50:1.00 as of the Increased Amount Date (provided that, to the extent the proceeds of any Incremental Term Loans are intended to be applied to finance a Limited Condition Acquisition, the Senior Secured Leverage Ratio shall be tested in accordance with Section 1.09(c)) and (2) not less than, individually, $25,000,000.”.

(b) The proviso in Section 2.14(d)(ii) of the Credit Agreement will be deleted in its entirety and replaced with the following:

“; provided that this clause will not apply in the case of Incremental Term Loan Commitments in respect of the Pending Acquisition Incremental Term Loans or the MOM Brands Acquisition Incremental Term Loans; provided, further, that to the extent the proceeds of any Incremental Term Loans are intended to be applied to finance a Limited Condition Acquisition, pro forma compliance shall be tested in accordance with Section 1.09(c);”.

(c) The word “less” in the proviso to the first sentence of Section 2.14(g) of the Credit Agreement will be deleted and replaced with “plus”.

(d) Section 2.14(i) of the Credit Agreement will be amended by inserting the words “(including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary or appropriate to enable any Incremental Term Loans that are intended to be fungible with any other Term Loans to be fungible with such other Term Loans, which shall include any amendments that modify the aggregate principal amount of scheduled installment payments to the extent such amendment does not decrease the installment payment an existing Term Lender would have received prior to giving effect to any such amendment)” immediately following the words “to effect the provisions of this Section 2.14”.

C. Amendments to Article IV of the Credit Agreement.

(a) The lead-in to Section 4.02 of the Credit Agreement will be deleted in its entirety and replaced with the following:

“The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (x) pursuant to a Conversion/Continuation Notice and (y) in connection with the funding of an Incremental Term Loan) is subject to the following conditions precedent:”.

D. Amendments to Article VII of the Credit Agreement.

(a) Section 7.03(a) of the Credit Agreement will be amended by (i) deleting the word “and” and the end of clause (B) thereof, (ii) replacing the “;” at the end of clause (C) thereof with “and” and (iii) inserting new clause (D) that reads in its entirety as follows:

“(D) Indebtedness of the Borrower consisting of any MOM Brands Acquisition Notes (and any Permitted Refinancing thereof); provided, however, that (i) the aggregate amount of all such Indebtedness outstanding at any one time, shall not (x) exceed $450,000,000 and (y) when taken together with the aggregate principal amount of any MOM Brands Acquisition Incremental Term Loans, exceed $700,000,000, (ii) the covenants, events of default, guaranty and other terms (excluding as to interest rate and redemption premium) of such Indebtedness are, taken as a whole, not materially less favorable to the Borrower and its Subsidiaries than the 2021 Senior Notes and (iii) the stated maturity of such Indebtedness is not less than 91 days following the latest Maturity Date at the time of incurrence of such Indebtedness and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of any Incremental Term Loans;”.

(b) Section 7.03(h) of the Credit Agreement will be amended and restated in its entirety to read as follows:

“(h) unsecured Indebtedness issued by the Borrower, including Disqualified Equity Interests; provided that (i) the pro forma Consolidated Interest Coverage Ratio would be greater than or equal to 2.00:1.00, (ii) the stated maturity of such Indebtedness is not less than 91 days following the latest Maturity Date at the time of incurrence of such unsecured Indebtedness and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of any Incremental Term Loans, (iii) the covenants, events of default, guaranty and other terms (excluding as to interest rate and redemption premium) of such Indebtedness are, taken as a whole, not materially less favorable to the Borrower and its Subsidiaries than the 2021 Senior Notes and (iv) at the time of incurrence of such Indebtedness, there shall be no Default;”.

(c) Section 7.03(j) of the Credit Agreement will be amended by replacing the reference to “2.25%” in clause (y) thereof with “3.50%”.

(d) Section 7.05(j) of the Credit Agreement will be amended by deleting clause (ii) in the proviso thereof in its entirety and replacing it with “(ii) [reserved];”.

(e) Section 8.01(e)(i) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “The Borrower or any Subsidiary”.

(f) Section 8.01(f) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “Any Loan Party or any of its Subsidiaries”.

(g) Section 8.01(g) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “The Borrower or any Subsidiary”.

(h) Section 8.01(h) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “the Borrower or any Subsidiary”.

E. Amendment to Section 5.2 of the Collateral Agreement. Section 5.2(d) of the Collateral Agreement will be deleted in its entirety and replaced with the following:

“(d) [Reserved.]”.


1.2	Amendments Effective on the MOM Brands Acquisition Closing Date. On the MOM Brands Acquisition Closing Date, the Credit Agreement will be further amended as follows:

A. Amendment to Article I of the Credit Agreement.

(a) The defined term “Threshold Amount” as set forth in Section 1.01 of the Credit Agreement will be amended by replacing the reference to “$60,000,000” with “$75,000,000”.

B. Amendment to Article VII of the Credit Agreement.

(a) Section 7.16 of the Credit Agreement will be amended as follows:

(i) the two references to “$150,000,000” in the first sentence thereof are replaced with “$200,000,000”; and

(ii) the words “or the MOM Brands Acquisition” will be inserted immediately following each reference to “Pending Acquisition” in the second sentence thereof.

SECTION II. CONDITIONS TO EFFECTIVENESS

This Second Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”):

A. Execution. The Administrative Agent shall have received a counterpart signature page of this Second Amendment duly executed by the Borrower, the Guarantors and the Required Lenders.

B. Representations and Warranties. The representations and warranties set forth in Section III of this Second Amendment shall be true and correct.

C. Other Documents. The Administrative Agent and Lenders shall have received a secretary’s certificate certifying as to the accuracy of each Loan Party’s applicable Organization Documents and resolutions or other forms of organizational action of the Loan Parties authorizing the execution, delivery and performance of this Second Amendment and the transactions contemplated hereby, together with applicable incumbency certificates and such other documents, instruments or certificates as it may reasonably request.

D. Fees. The Borrower shall have paid all fees due and payable on or prior to the Second Amendment Effective Date, pursuant to that certain Engagement Letter, dated as of February 26, 2015, between the Borrower and Credit Suisse Securities (USA) LLC (the “Engagement Letter”), and, to the extent invoiced, reimburse or pay all out of pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or the Engagement Letter.

SECTION III. REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the Lenders to enter into this Second Amendment and amend the Credit Agreement and the Collateral Agreement in the manner provided herein, each Loan Party which is a party hereto represents and warrants to the Administrative Agent and the Lenders that the following statements are true and correct in all material respects:

A. Corporate Power and Authority. Each Loan Party has all requisite power and authority to execute, deliver and perform this Second Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Second Amendment (the “Amended Credit Agreement”) and under the Collateral Agreement as amended by this Second Amendment (the “Amended Collateral Agreement” and, together with the Amended Credit Agreement, the “Amended Agreements”).

B. Due Authorization; No Contravention. The execution and delivery by each Loan Party of this Second Amendment and the performance by each Loan Party of the terms of this Second Amendment and the Amended Agreements have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

C. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Second Amendment or the Amended Agreements, except for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect.

D. Binding Effect. Each of this Second Amendment and each Amended Agreement constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

E. Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article V of the Amended Credit Agreement are and will be true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all respects on and as of such earlier date, in each case after giving effect to this Second Amendment; 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.

F. Absence of Default. No event has occurred and is continuing that would constitute an Event of Default or a Default, in each case after giving effect to this Second Amendment and the transactions contemplated hereby.

SECTION IV. ACKNOWLEDGMENT AND CONSENT

The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Second Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Agreement and this Second Amendment and consents to the amendments to the Credit Agreement and the Collateral Agreement effected pursuant to this Second Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Second Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment.

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, the Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement or the Collateral Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, the Collateral Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent of any Guarantor to any future amendments to the Credit Agreement or the Collateral Agreement.

SECTION V. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

(ii) On and after the Second Amendment Effective Date, each reference in the Collateral Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Collateral Agreement, and each reference in the other Loan Documents to the “Guarantee and Collateral Agreement,” “thereunder,” “thereof” or words of like import referring to the Collateral Agreement, shall mean and be a reference to the Amended Collateral Agreement.

(iii) Except as specifically amended by this Second Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

B. Loan Document. This Second Amendment shall constitute a Loan Document under the terms of the Amended Credit Agreement.

C. Termination of Control Agreements. Following the Second Amendment Effective Date, promptly following the Borrower’s request, solely in the case of Securities Accounts and Deposit Accounts, the Administrative Agent will, at the Borrower’s cost and expense, use its reasonable efforts to terminate all control agreements and other agreements to comply with entitlement orders and instructions originated by the Administrative Agent.

D. Headings. Section and Subsection headings in this Second Amendment are included herein for convenience of reference only and shall not constitute a part of this Second Amendment for any other purpose or be given any substantive effect.

E. Applicable Law. THIS SECOND AMENDMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.14(b), (c) and (d), 10.15, 10.16 and 10.18 of the Credit Agreement are incorporated by reference herein and made a part hereof.

F. Counterparts. This Second Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile or other electronic imaging means (e.g., in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Second Amendment.

[Signature pages follow.]

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



	Borrower:

	POST HOLDINGS, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: SVP, General Counsel and Administration, Corporate Secretary


	Guarantors:

	AGRICORE UNITED HOLDINGS INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	AMERICAN BLANCHING COMPANY


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	ATTUNE FOODS, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary

[Signature Page to Second Amendment]



	CASA TRUCKING, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary

	CRYSTAL FARMS REFRIGERATED DISTRIBUTION COMPANY


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	CUSTOM NUTRICEUTICAL LABORATORIES, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	DAKOTA GROWERS PASTA COMPANY


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	DNA DREAMFIELDS COMPANY, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	DYMATIZE ENTERPRISES, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary

[Signature Page to Second Amendment]



	DYMATIZE HOLDINGS, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	FARM FRESH FOODS, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	GB ACQUISITION USA, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	GOLDEN ACQUISITION SUB, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	GOLDEN BOY NUT CORPORATION


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	GOLDEN BOY PORTALES, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary

[Signature Page to Second Amendment]



	GOLDEN NUT COMPANY (USA) INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	M.G. WALDBAUM COMPANY


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	MFI FOOD ASIA, LLC


	By:	/s/ Carolyn V. Wolski
		Name: Carolyn V. Wolski
		Title: VP, General Counsel, Secretary


	MFI HOLDING CORPORATION


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	MFI INTERNATIONAL, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	MICHAEL FOODS GROUP, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary

[Signature Page to Second Amendment]



	MICHAEL FOODS, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	MICHAEL FOODS OF DELAWARE, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	NORTHERN STAR CO.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	NUTS DISTRIBUTOR OF AMERICA, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	PAPETTI’S HYGRADE EGG PRODUCTS, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary


	POST ACQUISITION SUB IV, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary

[Signature Page to Second Amendment]



	POST FOODS, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	PREMIER NUTRITION CORPORATION


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	PRIMO PIATTO, INC.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	SUPREME PROTEIN, LLC


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	TA/DEI-A ACQUISITION CORP.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	TA/DEI-B1 ACQUISITION CORP.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary

[Signature Page to Second Amendment]



	TA/DEI-B2 ACQUISITION CORP.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary


	TA/DEI-B3 ACQUISITION CORP.


	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary

[Signature Page to Second Amendment]



	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender


	By:	/s/ Daniel R. Van Aken
		Name: Daniel R. Van Aken
		Title: Director

[Signature Page to Second Amendment]



	A Voce CLO, Ltd., as a Lender

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	ACAS CLO 2012-1, Ltd., as a Lender

	By: American Capital CLO Management, LLC (f/k/a American Capital leveraged Finance Management, LLC, its Manager

	By:	/s/ William Weiss
		Name: William Weiss
		Title: Authorized Signatory


	ACAS CLO 2013-1, Ltd., as a Lender

	By: American Capital CLO Management, LLC (f/k/a American Capital leveraged Finance Management, LLC, its Manager

	By:	/s/ William Weiss
		Name: William Weiss
		Title: Authorized Signatory


	ACAS CLO 2013-2, Ltd., as a Lender

	By: American Capital CLO Management, LLC, its Manager

	By:	/s/ William Weiss
		Name: William Weiss
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	ACAS CLO 2014-1, Ltd., as a Lender

	By: American Capital CLO Management, LLC, its Manager

	By:	/s/ William Weiss
		Name: William Weiss
		Title: Authorized Signatory


	ACAS CLO 2014-2, Ltd., as a Lender

	By: American Capital CLO Management, LLC, its Manager

	By:	/s/ William Weiss
		Name: William Weiss
		Title: Authorized Signatory


	ACAS CLO 2015-1, Ltd., as a Lender


	By:	/s/ William Weiss
		Name: William Weiss
		Title: Authorized Signatory


	ACAS Funding I, LLC, as a Lender


	By:	/s/ William Weiss
		Name: William Weiss
		Title: Vice President


	ACAS Funding II, LLC, as a Lender


	By:	/s/ William Weiss
		Name: William Weiss
		Title: Vice President

[Signature Page to Second Amendment]



	ACE American Insurance Company as a Lender

	By: T. Rowe Price Associates, Inc. as investment advisor

	By:	/s/ Brian Burns
		Name: Brian Burns
		Title: Vice President


	Ace European Group Limited as a Lender

	BY: BlackRock Financial Management, Inc., its Sub-Advisor

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Vice President


	ACE Property & Casualty Insurance Company as a Lender

	BY: BlackRock Financial Management, Inc., its Investment Advisor

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	ACE Tempest Reinsurance Ltd., as a Lender

	BY: Oaktree Capital Management, L.P. Its: Investment Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director


	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President

[Signature Page to Second Amendment]



	Aetna Health Inc., as a Lender

	BY: BlackRock Investment Management, LLC, Its Investment Advisor

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	Aetna Health Management, LLC, as a Lender

	BY: BlackRock Investment Management, LLC, Its Investment Advisor

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	Aetna Life Insurance Company, as a Lender

	BY: BlackRock Investment Management, LLC, Its Investment Advisor

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	AIB DEBT MANAGEMENT LIMITED, as a Lender


	By:	/s/ Fern Lindsay
		Name: Fern Lindsay
		Title: Vice President
		Investment Advisor to AIB Debt Management, Limited

	By:	/s/ Vivienne O’Sullivan
		Name: Vivienne O’Sullivan
		Title: Assistant Vice President
		Investment Advisor to AIB Debt Management, Limited

[Signature Page to Second Amendment]



	AIMCO CLO, Series 2014-A, as a Lender


	By:	/s/ Chris Goergen
		Name: Chris Goergen
		Title: Authorized Signatory


	By:	/s/ Mark D. Pittman
		Name: Mark D. Pittman
		Title: Authorized Signatory


	AXA IM Inc. for and on behalf of Allegro CLO II, Ltd. as a Lender


	By:	/s/ Theyr Yannick Le Serviget
		Name: Theyr Yannick Le Serviget
		Title: Portfolio Manager


	By:	/s/ Olivier Testard
		Name: Olivier Testard
		Title: Senior Analyst


	Allstate Insurance Company, as a Lender


	By:	/s/ Chris Goergen
		Name: Chris Goergen
		Title: Authorized Signatory


	By:	/s/ Mark D. Pittman
		Name: Mark D. Pittman
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	Allstate Life Insurance Company, as a Lender


	By:	/s/ Chris Goergen
		Name: Chris Goergen
		Title: Authorized Signatory


	By:	/s/ Mark D. Pittman
		Name: Mark D. Pittman
		Title: Authorized Signatory


	ALM V, Ltd., as a Lender

	By: Apollo Credit Management (CLO), LLC as Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	ALM VI, Ltd., as a Lender

	By: Apollo Credit Management (CLO), LLC as Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	ALM VII (R), Ltd., as a Lender

	By: Apollo Credit Management (CLO), LLC as Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President

[Signature Page to Second Amendment]



	ALM VII (R)-2, Ltd., as a Lender

	By: Apollo Credit Management (CLO), LLC as Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	ALM VII, Ltd., as a Lender

	By: Apollo Credit Management (CLO), LLC as Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	ALM VIII, Ltd., as a Lender

	By: Apollo Credit Management (CLO), LLC as Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	ALM XI, Ltd., as a Lender

	By: Apollo Credit Management (CLO), LLC as Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President

[Signature Page to Second Amendment]



	ALM XII, Ltd., as a Lender

	By: Apollo Credit Management (CLO), LLC as Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	ALPHAFIXE FLOATING RATE BANK LOAN FUND, as a Lender


	By:	/s/ Diane Favreau
		Name: Diane Favreau
		Title: Managing Director


	American General Life Insurance Company, as a Lender

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	American Home Assurance Company, as a Lender

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual

[Signature Page to Second Amendment]



	AMJ Bank Loan Fund A Series Trust of Multimanager Global Investment Trust, as a Lender

	BY: Brown Brothers Harriman Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Bank Loan Fund, a series trust of Multi Manager Global Investment Trust, acting by Highbridge Principal Strategies, LLC as attorney-in-fact, and expressly on the basis that the parties agree they shall not have recourse to the assets of Multi

	By:	/s/ Jamie Donsky
		Name: Jamie Donsky
		Title: Senior Vice President


	AMMC CLO XII, LIMITED, as a Lender

	By: American Money Management Corp., as Collateral Manager

	By:	/s/ David P. Meyer
		Name: David P. Meyer
		Title: Senior Vice President


	AMMC CLO XIV, LIMITED, as a Lender


	By:	/s/ David P. Meyer
		Name: David P. Meyer
		Title: Senior Vice President


	APOLLO AF LOAN TRUST 2012, as a Lender

	BY: Apollo Credit Management (Senior Loans) II, LLC, as Portfolio Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President

[Signature Page to Second Amendment]



	APOLLO CREDIT FUNDING I LTD., as a Lender

	BY: Apollo ST Fund Management LLC As Its Collateral Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	Arch Investment Holdings IV Ltd., as a Lender

	BY: Oaktree Capital Management, L.P. Its: Investment Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President


	ARCHES FUNDING ULC, as a Lender


	By:	/s/ Mobasharul Islam
		Name: Mobasharul Islam
		Title: Authorized Signatory


	Ares Institutional Loan Fund B.V., as a Lender

	BY: Ares Management Limited, as manager

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	ARES XXIV CLO LTD., as a Lender

	BY: ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER

	BY: ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory


	ARES XXV CLO LTD., as a Lender

	BY: Ares CLO Management XXV, L.P., its Asset Manager

	By: Ares CLO GP XXV, LLC, its General Partner

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory


	ARES XXVI CLO LTD., as a Lender

	BY: Ares CLO Management XXVI, L.P., its Collateral Manager

	By: Ares CLO GP XXVI, LLC, its General Partner

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory


	ARES XXVIII CLO LTD., as a Lender

	By: Ares CLO Management XXVIII, L.P., its Asset Manager

	By: Ares CLO GP XXVIII, LLC, its General Partner

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	ARES XXX CLO LTD., as a Lender

	By: Ares CLO Management XXX, L.P., its Asset Manager

	By: Ares CLO GP XXX, LLC, its General Partner

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory


	Ares XXXI CLO Ltd., as a Lender

	By: Ares CLO Management XXXI, L.P., its Portfolio Manager

	By: Ares Management LLC, its General Partner

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory


	Ares XXXII CLO Ltd., as a Lender

	By: Ares CLO Management XXXII, L.P., its Asset Manager

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory


	Argo Re Ltd., as a Lender

	By: Oaktree Capital Management, L.P. Its: Investment Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President

[Signature Page to Second Amendment]



	Argonaut Insurance Company, as a Lender

	By: Oaktree Capital Management, L.P. Its: Investment Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President


	Arrowpoint CLO 2014-2, LTD., as a Lender

	By:	/s/ Sanjai Bhonsle
		Name: Sanjai Bhonsle
		Title: Portfolio Director


	Arrowpoint CLO 2014-3, LTD., as a Lender

	By:	/s/ Sanjai Bhonsle
		Name: Sanjai Bhonsle
		Title: Portfolio Director


	Ascension Alpha Fund, LLC, as a Lender

	By: Pioneer Institutional Asset Management, Inc. As its adviser

	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel

[Signature Page to Second Amendment]



	Ascension Health Master Pension Trust, as a Lender

	By: Pioneer Institutional Asset Management, Inc. As its adviser

	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel


	Athene Annuity and Life Company, as a Lender

	BY: Athene Asset Management, L.P., its investment manager

	Apollo Capital Management, L.P., its sub-advisor

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	Avery Point II CLO, Limited, as a Lender

	BY: Sankaty Advisors, LLC, as Portfolio Manager

	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations


	Avery Point III CLO, Limited, as a Lender

	BY: Sankaty Advisors, LLC, as Portfolio Manager

	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations

[Signature Page to Second Amendment]



	Avery Point IV CLO, Limited, as a Lender

	BY: Sankaty Advisors, LLC, as Portfolio Manager

	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations


	AXA IM Paris S.A. for and on behalf Matignon Derivatives Loans, as a Lender

	By:	/s/ Theyr Yannick Le Serviget
		Name: Theyr Yannick Le Serviget
		Title: Portfolio Manager

	By:	/s/ Olivier Testard
		Name: Olivier Testard
		Title: Senior Analyst


	Bank of America, N.A., as a Lender

	By:	/s/ Gregory Roetting
		Name: Gregory Roetting
		Title: Vice President


	BMO Harris Financing, Inc., as a Lender

	By:	/s/ Joan Spiotto Murphy
		Name: Joan Spiotto Murphy
		Title: Director


	Bank of the West, as a Lender

	By:	/s/ Roger Lumley
		Name: Roger Lumley
		Title: Director

[Signature Page to Second Amendment]



	Baptist Health South Florida, Inc., as a Lender

	By: Seix Investment Advisors LLC, as Advisor

	By:	/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director


	BARCLAYS BANK PLC, as a Lender

	By:	/s/ John Skrobe
		Name: John Skrobe
		Title: Managing Director


	BAWAG P.S.K Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft, as a Lender

	By:	/s/ Guido Jestädt
		Name: Dr. Guido Jestädt
		Title:

	By:	/s/ Hans Twietmeyer
		Name: Hans Twietmeyer
		Title:


	Benefit Street Partners CLO IV, Ltd., as a Lender

	By:	/s/ Jamie Smith
		Name: Jamie Smith
		Title: Authorized Signatory


	BlackRock Bank Loan Strategy Fund of Multi Manager Global Investment Trust, as a Lender

	BY: BlackRock Financial Management Inc., Its Investment Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	BlackRock Fixed Income Portable Alpha Master Series Trust, as a Lender

	BY: BlackRock Financial Management, Inc., its Investment Advisor

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	BlueMountain CLO 2014-1 Ltd, as a Lender

	By:	/s/ Meghan Fornshell
		Name: Meghan Fornshell
		Title: Operations Analyst


	BlueMountain CLO 2014-2 Ltd, as a Lender

	By:	/s/ Meghan Fornshell
		Name: Meghan Fornshell
		Title: Operations Analyst


	BlueMountain CLO 2014-3 Ltd., as a Lender

	By:	/s/ Meghan Fornshell
		Name: Meghan Fornshell
		Title: Operations Analyst


	BNPP IP CLO2014-II, LLC, as a Lender

	By:	/s/ Vanessa Ritter
		Name: Vanessa Ritter
		Title: Portfolio Director

[Signature Page to Second Amendment]



	BOC Pension Investment Fund, as a Lender

	BY: Invesco Senior Secured Management, Inc. as Attorney in Fact

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	BOWERY FUNDING ULC, as a Lender

	By:	/s/ Mobasharul Islam
		Name: Mobasharul Islam
		Title: Authorized Signatory


	BRYCE FUNDING, as a Lender

	By:	/s/ Mobasharul Islam
		Name: Mobasharul Islam
		Title: Authorized Signatory


	Canyon Capital CLO 2014-1, Ltd., as a Lender

	BY: Canyon Capital Advisors LLC, Its Asset Manager

	By:	/s/ Jonathan M. Kaplan
		Name: Jonathan M. Kaplan
		Title: Authorized Signatory


	Canyon Capital CLO 2014-2, Ltd., as a Lender

	BY: Canyon Capital Advisors LLC, Its Asset Manager

	By:	/s/ Jonathan M. Kaplan
		Name: Jonathan M. Kaplan
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	Catamaran CLO 2012-1 Ltd., as a Lender

	By: Trimaran Advisors, L.L.C.

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


	Catamaran CLO 2014-1 Ltd., as a Lender

	By: Trimaran Advisors, L.L.C.

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


	Catamaran CLO 2014-2 Ltd., as a Lender

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


	CAVALRY CLO IV, LTD, as a Lender

	By: Regiment Capital Management, LLC, its Investment Advisor

	By:	/s/ Robert Gianni
		Name: Robert Gianni
		Title: Authorized Signatory


	CAVALRY CLO V, LTD, as a Lender

	By: Regiment Capital Management, LLC, its Investment Advisor

	By:	/s/ Robert Gianni
		Name: Robert Gianni
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	BANKERS LIFE AND CASUALTY COMPANY, as a Lender

	By:	/s/ Jesse E. Horsfall
		Name: Jesse E. Horsfall
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors


	WASHINGTON NATIONAL INSURANCE COMPANY, as a Lender

	By:	/s/ Jesse E. Horsfall
		Name: Jesse E. Horsfall
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors


	CEDAR CREEK CLO, LTD, as a Lender

	By:	/s/ Brian S. Higgins
		Name: Brian S. Higgins
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors


	SUGAR CREEK CLO, LTD, as a Lender

	By:	/s/ Brian S. Higgins
		Name: Brian S. Higgins
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors


	SILVER CREEK CLO, LTD, as a Lender

	By:	/s/ Brian S. Higgins
		Name: Brian S. Higgins
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors


	Cedar Funding II CLO Ltd, as a Lender

	BY: AEGON USA Investment Management, LLC

	By:	/s/ Lisa Baltagi
		Name: Lisa Baltagi
		Title: Director

[Signature Page to Second Amendment]



	Cedar Funding III CLO, Ltd., as a Lender

	By: AEGON USA Investment Management, LLC, as its Portfolio Manager

	By:	/s/ Lisa Baltagi
		Name: Lisa Baltagi
		Title: Director


	Cedar Funding IV CLO, Ltd., as a Lender

	By: AEGON USA Investment Management, LLC, as its Portfolio Manager

	By:	/s/ Lisa Baltagi
		Name: Lisa Baltagi
		Title: Director


	Cedar Funding Ltd., as a Lender

	BY: AEGON USA Investment Management, LLC

	By:	/s/ Lisa Baltagi
		Name: Lisa Baltagi
		Title: Director


	CFIP CLO 2013-1, Ltd., as a Lender

	By: Chicago Fundamental Investment Partners, LLC, as Collateral Manager

	By:	/s/ Peter Gruszka
		Name: Peter Gruszka
		Title: Director-Structured Products


	CFIP CLO 2014-1, Ltd., as a Lender

	By: Chicago Fundamental Investment Partners, LLC, as Collateral Manager

	By:	/s/ Peter Gruszka
		Name: Peter Gruszka
		Title: Director-Structured Products

[Signature Page to Second Amendment]



	[CIT] Finance, LLC, as a Lender

	By:	/s/ Chris Mongeluzzi
		Name: Chris Mongeluzzi
		Title: Director


	Citibank, N.A, as a Lender

	By:	/s/ Brian S. Broyles
		Name: Brian S. Broyles
		Title: Attorney-in-Fact


	City National Rochdale Funds - Fixed Income Opportunities Fund, as a Lender

	By: Seix Investment Advisors LLC, as Subadviser

	By:	/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director


	CLC Leveraged Loan Trust, as a Lender

	By: Challenger Life Nominees PTY Limited as Trustee

	By: Guggenheim Partners Investment Management, LLC as Manager

	By:	/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Managing Director


	COA Summit CLO Ltd, as a Lender

	BY: 3i Debt Management US, LLC, as its Collateral Manager

	By:	/s/ David Nadeau
		Name: David Nadeau
		Title: Partner

[Signature Page to Second Amendment]



	Coastal States Bank, as a Lender

	By:	/s/ Brad Langs
		Name: Brad Langs
		Title: Chief Risk Officer


	CoBank, ACB, as a Lender

	By:	/s/ Hal Nelson
		Name: Hal Nelson
		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 Botthof
		Name: Michael Botthof
		Title: Vice President


	Consumer Program Administrators, Inc, as a Lender

	By: BlackRock Financial Management, Inc. its Investment Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Vice President


	COÖPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A. “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender

	By:	/s/ Brad Peterson
		Name: Brad Peterson
		Title: Executive Director

	By:	/s/ Erin Thomas-Walker
		Name: Erin Thomas-Walker
		Title: Vice President

[Signature Page to Second Amendment]



	CORNERSTONE FUNDING LLC, as a Lender

	By:	/s/ Mobasharul Islam
		Name: Mobasharul Islam
		Title: Authorized Signatory


	Covenant Credit Partners CLO I, Ltd., as a Lender

	By:	/s/ Andrew Chung
		Name: Andrew Chung
		Title: MD


	Crédit Industriel et Commercial, as a Lender

	By:	/s/ Clifford Abramsky
		Name: Clifford Abramsky
		Title: Managing Director

	By:	/s/ Garry Weiss
		Name: Garry Weiss
		Title: Managing Director


	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

	By:	/s/ Christopher Day
		Name: Christopher Day
		Title: Authorized Signatory

	By:	/s/ Karim Rahimtoola
		Name: Karim Rahimtoola
		Title: Authorized Signatory


	Credit Suisse Loan Funding LLC, as a Lender

	By:	/s/ Michael Wotanowski
		Name: Michael Wotanowski
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	CSAA Insurance Exchange, as a Lender

	By: Oaktree Capital Management, L.P. Its: Investment Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President


	DENALI CAPITAL CLO X, LTD., as a Lender

	BY: DC Funding Partners LLC, portfolio manager (or as applicable collateral manager) for DENALI CAPITAL CLO X, LTD.

	By:	/s/ John Thacker
		Name: John Thacker
		Title: Chief Credit Officer


	East West Bank, as a Lender

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


	Eaton Vance CLO 2013-1 LTD., as a Lender

	BY: Eaton Vance Management Portfolio Manager

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

[Signature Page to Second Amendment]



	Eaton Vance Floating-Rate Income Trust, as a Lender

	BY: Eaton Vance Management as Investment Advisor

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


	Eaton Vance Institutional Senior Loan Fund, as a Lender

	BY: Eaton Vance Management as Investment Advisor

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


	Eaton Vance Limited Duration Income Fund, as a Lender

	BY: Eaton Vance Management as Investment Advisor

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


	Eaton Vance Senior Floating-Rate Trust, as a Lender

	BY: Eaton Vance Management as Investment Advisor

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


	Eaton Vance Senior Income Trust, as a Lender

	BY: Eaton Vance Management as Investment Advisor

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

[Signature Page to Second Amendment]



	Eaton Vance Short Duration Diversified Income Fund, as a Lender

	BY: Eaton Vance Management as Investment Advisor

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


	ECP CLO 2013-5, LTD, as a Lender

	BY: Silvermine Capital Management

	By:	/s/ Aaron Meyer
		Name: Aaron Meyer
		Title: Principal


	Elm CLO 2014-1, Ltd., as a Lender

	By:	/s/ John C. Kelty
		Name: John C. Kelty
		Title: Authorized Signatory


	Regence Bluecross Blueshield of Oregon
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	Regence Blueshield of Idaho
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President

[Signature Page to Second Amendment]



	Regence Blueshield
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	Regence Bluecross Blueshield of Utah
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	PIMCO Funds Global Investors Series plc: Income Fund
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	PIMCO Cayman Trust: PIMCO Cayman Bank Loan Fund
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	PIMCO Funds: Private Account Portfolio Series: PIMCO Senior Floating Rate Portfolio
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President

[Signature Page to Second Amendment]



	PIMCO Funds: Senior Floating Rate Fund
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	Employees’ Retirement System of the State of Rhode Island
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	A Series Trust of Multi Manager Global Investment Trust – PIMCO Cayman Bank Loan Libor Plus Fund JPY Hedge
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	PIMCO Bermuda Trust II: PIMCO Bermuda Bank Loan Fund (M)
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President


	PIMCO Funds Ireland plc: PIMCO Senior Loan Fund
	By:	Pacific Investment Management Company, LLC as its Investment Advisor

	By:	/s/ Arthur Y.D. Ong
		Name: Arthur Y.D. Ong
		Title: Executive Vice President

[Signature Page to Second Amendment]



	eSure - Insurance Limited, as a Lender

	By:	/s/ Carrie Barrera
		Name: Carrie Barrera
		Title: Closer


	Falcon Senior Loan Fund Ltd., as a Lender

	BY: Apollo Fund Management LLC As Its Investment Manager

	By:	/s/ Joe Moroney
		Name: Joe Moroney
		Title: Vice President


	Farm Credit Bank of Texas, as a Lender

	By:	/s/ Luis M. H. Requejo
		Name: Luis M. H. Requejo
		Title: Director Capital Markets


	Ballyrock CLO 2013-1 Limited

	By: Ballyrock Investment Advisors LLC, as Collateral Manager, as a Lender

	By:	/s/ Lisa Rymut
		Name: Lisa Rymut
		Title: Assistant Treasurer


	Ballyrock CLO 2014-1 Limited

	By: Ballyrock Investment Advisors LLC, as Collateral Manager, as a Lender

	By:	/s/ Lisa Rymut
		Name: Lisa Rymut
		Title: Assistant Treasurer

[Signature Page to Second Amendment]



	Fidelity Floating Rate High Income Fund

	for Fidelity Investments Canada ULC as Trustee of Fidelity Floating Rate High Income Fund, as a Lender

	By:	/s/ Stacie M. Smith
		Name: Stacie M.Smith
		Title: Authorized Signatory


	Fidelity Income Fund: Fidelity Total Bond Fund, as a Lender

	By:	/s/ Stacie M. Smith
		Name: Stacie M.Smith
		Title: Authorized Signatory


	Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund, as a Lender

	By:	/s/ Stacie M. Smith
		Name: Stacie M.Smith
		Title: Authorized Signatory


	Fidelity Summer Street Trust: Fidelity Series Floating Rate High Income Fund, as a Lender

	By:	/s/ Stacie M. Smith
		Name: Stacie M.Smith
		Title: Authorized Signatory


	Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund, as a Lender

	By:	/s/ Stacie M. Smith
		Name: Stacie M.Smith
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	Pyramis Leveraged Loan LP

	By: Pyramis Global Advisors LLC as Investment Manager, as a Lender

	By:	/s/ Douglas Payne
		Name: Douglas Payne
		Title: VP Treasury


	Advanced Series Trust-AST FI Pyramis Quantitative Portfolio

	By: Pyramis Global Advisors LLC as Investment Manager, as a Lender

	By:	/s/ Douglas Payne
		Name: Douglas Payne
		Title: VP Treasury


	Pyramis Floating Rate High Income Commingled Pool

	By: Pyramis Global Advisors Trust Company as Trustee, as a Lender

	By:	/s/ Douglas Payne
		Name: Douglas Payne
		Title: VP Treasury


	Variable Insurance Products Fund: Floating Rate High Income Portfolio, as a Lender

	By:	/s/ Stacie M. Smith
		Name: Stacie M.Smith
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	Figueroa CLO 2013-1, Ltd., as a Lender

	BY: TCW Asset Management Company as Investment Manager

	By:	/s/ Bibi Khan
		Name: Bibi Khan
		Title: Managing Director

	By:	/s/ Nora Olan
		Name: Nora Olan
		Title: Senior Vice President


	FIGUEROA CLO 2013-2, LTD, as a Lender

	BY: TCW Asset Management Company as Investment Manager

	By:	/s/ Bibi Khan
		Name: Bibi Khan
		Title: Managing Director

	By:	/s/ Nora Olan
		Name: Nora Olan
		Title: Senior Vice President


	Flagship VII Limited, as a Lender

	BY: Deutsche Investment Management Americas Inc. , As Investment Manager

	By:	/s/ Eric Meyer
		Name: Eric Meyer
		Title: Portfolio Manager

	By:	/s/ Colleen Cunniffe
		Name: Colleen Cunniffe
		Title: Head of High Yield and Leverage Loan Research

[Signature Page to Second Amendment]



	Fortress Credit BSL II Limited, as a Lender

	BY: FC BSL II CM LLC, its collateral manager

	By:	/s/ Jason Meyer
		Name: Jason Meyer
		Title: Authorized Signatory


	Muir Woods CLO, Ltd., as a Lender

	By:	/s/ David Ardini
		Name: DAVID ARDINI
		Title: FRANKLIN ADVISORS , INC. AS COLLATERAL MANAGER VICE PRESIDENT


	Franklin Templeton Series II Funds – Franklin Floating Rate II Fund, as a Lender

	By:	/s/ Madeline Lam
		Name: Madeline Lam
		Title: Asst. Vice President


	Franklin Floating Rate Master Trust – Franklin Floating Rate Master Series, as a Lender

	By:	/s/ Madeline Lam
		Name: Madeline Lam
		Title: Asst. Vice President


	Franklin Limited Duration Income Trust (FKA Franklin Templeton Limited Duration Income Trust), as a Lender

	By:	/s/ Madeline Lam
		Name: Madeline Lam
		Title: Asst. Vice President


	Franklin Investors Securities Trust – Franklin Floating Rate Daily Access Fund, as a Lender

	By:	/s/ Madeline Lam
		Name: MADELINE LAM
		Title: VICE PRESIDENT

[Signature Page to Second Amendment]



	Franklin Templeton Series II Funds – Franklin Upper Tier Floating Rate Fund, as a Lender

	By:	/s/ Hague Van Dillen
		Name: Hague Van Dillen
		Title: Authorized Signer


	Fraser Sullivan CLO VII Ltd., as a Lender

	By: 3i Debt Management US, LLC as Manager

	By:	/s/ David Nadeau
		Name: David Nadeau
		Title: Partner


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


	Galaxy XI CLO, Ltd., as a Lender

	BY: PineBridge Investments LLC As Collateral Manager

	By:	/s/ Steven Oh
		Name: Steven Oh
		Title: Managing Director


	Galaxy XII CLO, Ltd., as a Lender

	BY: PineBridge Investments LLC As Collateral Manager

	By:	/s/ Steven Oh
		Name: Steven Oh
		Title: Managing Director

[Signature Page to Second Amendment]




	Galaxy XIV CLO, Ltd., as a Lender

	BY: PineBridge Investments LLC As Collateral Manager

	By:	/s/ Steven Oh
		Name: Steven Oh
		Title: Managing Director


	Galaxy XV CLO, Ltd., as a Lender

	BY: PineBridge Investments LLC As Collateral Manager

	By:	/s/ Steven Oh
		Name: Steven Oh
		Title: Managing Director


	Galaxy XVI CLO, Ltd., as a Lender

	BY: Pinebridge Investments LLC As Collateral Manager

	By:	/s/ Steven Oh
		Name: Steven Oh
		Title: Managing Director


	Metropolitan Life Insurance Company, as a Lender

	By:	/s/ Matt McInerny
		Name: Matt McInerny
		Title: Managing Director


	Great American Life Insurance Company, as a Lender

	By:	/s/ Matt McInerny
		Name: Matt McInerny
		Title: Managing Director

[Signature Page to Second Amendment]



	Metropolitan Tower Life Insurance Company, as a Lender

	By:	/s/ Matt McInerny
		Name: Matt McInerny
		Title: Managing Director


	Global Credit Return Fund N.V., in relation to the Series 2009-01 Notes, as a Lender

	By:	/s/ Dennis Tian
		Name: Dennis Tian
		Title: Portfolio Manager

	By:	/s/ Javier Peres Diaz
		Name: Javier Peres Diaz
		Title: Portfolio Manager


	GOLDMAN SACHS BANK USA, as a Lender

	By:	/s/ Michelle Latzoni
		Name: Michelle Latzoni
		Title: Authorized Signatory


	Google Inc., as a Lender

	BY: Eaton Vance Management as Investment Advisor

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


	Guggenheim Build America Bonds Managed Duration Trust, as a Lender

	BY: Guggenheim Partners Investment Management, LLC

	By:	/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Managing Director

[Signature Page to Second Amendment]



	Halcyon Loan Advisors Funding 2012-2, Ltd., as a Lender

	BY: Halcyon Loan Advisors 2012-2 LLC as collateral manager

	By:	/s/ David Martino
		Name: David Martino
		Title: Controller


	Halcyon Loan Advisors Funding 2014-2 Ltd., as a Lender

	By: Halcyon Loan Advisors 2014-2 LLC as collateral manager

	By:	/s/ David Martino
		Name: David Martino
		Title: Controller


	Halcyon Loan Advisors Funding 2014-3 Ltd, as a Lender

	BY: Halcyon Loan Advisors 2014-3 LLC as Collateral Manager

	By:	/s/ David Martino
		Name: David Martino
		Title: Controller


	Highbridge Loan Management 2012-1, Ltd., as a Lender

	By: Highbridge Principal Strategies LLC, its Investment Manager

	By:	/s/ Jamie Donsky
		Name: Jamie Donsky
		Title: Senior Vice President

[Signature Page to Second Amendment]



	Highbridge Loan Management 2013-2, Ltd., as a Lender

	By: Highbridge Principal Strategies LLC, Its Investment Manager

	By:	/s/ Jamie Donsky
		Name: Jamie Donsky
		Title: Senior Vice President


	Highbridge Loan Management 3-2014 Ltd., as a Lender

	By: Highbridge Principal Strategies LLC, its Investment Manager

	By:	/s/ Jamie Donsky
		Name: Jamie Donsky
		Title: Senior Vice President


	Highbridge Loan Management 4-2014, Ltd., as a Lender

	By: Highbridge Principal Strategies, LLC, Its Investment Manager

	By:	/s/ Jamie Donsky
		Name: Jamie Donsky
		Title: Senior Vice President


	Highbridge Loan Management 5-2015, Ltd., as a Lender

	By: Highbridge Principal Strategies, LLC, Its Investment Manager

	By:	/s/ Jamie Donsky
		Name: Jamie Donsky
		Title: Senior Vice President


	Honeywell International Inc Master Retirement Trust, as a Lender

	By:	/s/ Kathleen News
		Name: Kathleen News
		Title: Sr. Portfolio Manager

[Signature Page to Second Amendment]



	HORIZONS ACTIVE FLOATING RATE SENIOR LOAN ETF, as a Lender

	Diane Favreau Managing Director, AlphaCredit

	By:	/s/ Diane Favreau
		Name: Diane Favreau
		Title: Managing Director


	Houston Casualty Company, as a Lender

	BY: BlackRock Investment Management, LLC, its Investment Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	IAM National Pension Fund, as a Lender

	By: Guggenheim Partners Investment Management, LLC as Adviser

	By:	/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Managing Director


	ATLAS SENIOR LOAN FUND, LTD. By: Crescent Capital Group LP, its advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President

[Signature Page to Second Amendment]



	ATLAS SENIOR LOAN FUND II, LTD. By: Crescent Capital Group LP, its advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President


	ATLAS SENIOR LOAN FUND III, LTD. By: Crescent Capital Group LP, its advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President


	ATLAS SENIOR LOAN FUND IV, LTD. By: Crescent Capital Group LP, its advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President


	ATLAS SENIOR LOAN FUND V, LTD. By: Crescent Capital Group LP, its advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President

[Signature Page to Second Amendment]



	ATLAS SENIOR LOAN FUND VI, LTD. By: Crescent Capital Group LP, its advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President


	ATLAS SENIOR LOAN FUND VII, LTD. By: Crescent Capital Group LP, its advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President


	CRESCENT LONG/SHORT CREDIT OPPORTUNITY, L.P. By: Crescent Capital Group LP, its sub-advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President


	ILLINOIS STATE BOARD OF INVESTMENT By: Crescent Capital Group LP, its sub-advisor

	By:	/s/ Brian McKeon
		Name: Brian McKeon
		Title: Assistant Vice President

	By:	/s/ Kimberly Frazier
		Name: Kimberly Frazier
		Title: Vice President

[Signature Page to Second Amendment]



	Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust, as a Lender

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	Invesco BL Fund, Ltd., as a Lender

	By: Invesco Management S.A. As Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	Ironshore Inc., as a Lender

	BY: BlackRock Financial Management, Inc., its Investment Advisor

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	Jamestown CLO I Ltd., as a Lender

	By: 3i Debt Management US, LLC as Manager

	By:	/s/ David Nadeau
		Name: David Nadeau
		Title: Partner


	Jamestown CLO II Ltd., as a Lender

	By: 3i Debt Management US, LLC as Manager

	By:	/s/ David Nadeau
		Name: David Nadeau
		Title: Partner

[Signature Page to Second Amendment]



	Jamestown CLO III Ltd., as a Lender

	BY: 3i Debt Management U.S. LLC, as Portfolio Manager

	By:	/s/ David Nadeau
		Name: David Nadeau
		Title: Partner


	Jamestown CLO IV Ltd., as a Lender

	BY: 3i Debt Management U.S. LLC, as Portfolio Manager

	By:	/s/ David Nadeau
		Name: David Nadeau
		Title: Partner


	JNL/Neuberger Berman Strategic Income Fund, as a Lender

	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory


	JPMORGAN CHASE BANK, N.A., as a Lender

	By:	/s/ Brendan Korb
		Name: Brendan Korb
		Title: Vice President


	J.P. Morgan Whitefriars Inc., as a Lender

	By:	/s/ Virginia R. Conway
		Name: Virginia R. Conway
		Title: Attorney-in-Fact

[Signature Page to Second Amendment]



	JPMBI re Blackrock Bankloan Fund, as a Lender

	BY: BlackRock Financial Management Inc., as Sub- Advisor

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	KCAP Senior Funding I, LLC, as a Lender

	BY: KCAP Financial, Inc.

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


	KVK CLO 2014-2 Ltd., as a Lender

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


	KVK CLO 2014-3 Ltd., as a Lender

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


	Lancashire Insurance Company Limited, as a Lender

	By: PineBridge Investments Europe Limited As Collateral Manager

	By:	/s/ Steven Oh
		Name: Steven Oh
		Title: Managing Director

[Signature Page to Second Amendment]



	LCM IX Limited Partnership
	By:	LCM Asset Management LLC
		As Collateral Manager
	as a Lender

	By:	/s/ Alexander B. Kenna
		Name:
		Title:
		LCM Asset Management LLC
		Alexander B. Kenna


	LCM X Limited Partnership
	By:	LCM Asset Management LLC
		As Collateral Manager
	as a Lender

	By:	/s/ Alexander B. Kenna
		Name:
		Title:
		LCM Asset Management LLC
		Alexander B. Kenna


	LCM XII Limited Partnership
	By:	LCM Asset Management LLC
		As Collateral Manager
	as a Lender

	By:	/s/ Alexander B. Kenna
		Name:
		Title:
		LCM Asset Management LLC
		Alexander B. Kenna


	LCM XIII Limited Partnership
	By:	LCM Asset Management LLC
		As Collateral Manager
	as a Lender

	By:	/s/ Alexander B. Kenna
		Name:
		Title:
		LCM Asset Management LLC
		Alexander B. Kenna

[Signature Page to Second Amendment]



LCM XIV Limited Partnership
By:			LCM Asset Management LLC
			As Collateral Manager
as a Lender

By:			/s/ Alexander B. Kenna
			Name:
			Title:
			LCM Asset Management LLC
			Alexander B. Kenna


LCM XV Limited Partnership
By:			LCM Asset Management LLC
			As Collateral Manager
as a Lender

By:			/s/ Alexander B. Kenna
			Name:
			Title:
			LCM Asset Management LLC
			Alexander B. Kenna


LCM XVI Limited Partnership
By:			LCM Asset Management LLC
			As Collateral Manager
as a Lender

By:			/s/ Alexander B. Kenna
			Name:
			Title:
			LCM Asset Management LLC
			Alexander B. Kenna


	Lexington Insurance Company, as a Lender

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual

[Signature Page to Second Amendment]



	Linde Pension Plan Trust, as a Lender

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	Lockwood Grove CLO, Ltd.
	By: Tall Tree Investment Management, LLC, as Collateral Manager
	as a Lender

	By:	/s/ Michael J. Starshak Jr.
		Name: Michael j. Starshak Jr.
		Title: Officer


	Magnetite IX, Limited, as a Lender

	BY: BlackRock Financial Management, Inc., its Collateral Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Vice President


	Magnetite VI, Limited, as a Lender

	BY: BlackRock Financial Management, Inc., its Collateral Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	Magnetite VII, Limited, as a Lender

	BY: BlackRock Financial Management Inc., Its Collateral Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory

[Signature Page to Second Amendment]





	Magnetite VIII, Limited, as a Lender

	BY: BlackRock Financial Management Inc., Its Collateral Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Vice President


	Manulife Floating Rate Income Fund, as a Lender

	By:	/s/ Jim Roth
		Name: Jim Roth
		Title: Manager


	Manulife Investments Trust - Floating Rate Income Fund, as a Lender

	By:	/s/ Jim Roth
		Name: Jim Roth
		Title: Manager


	Manulife U.S. Dollar Floating Rate Income Fund, as a Lender

	By:	/s/ Jim Roth
		Name: Jim Roth
		Title: Manager


	Marathon CLO IV Ltd., as a Lender

	By:	/s/ Louis Hanover
		Name: Louis Hanover
		Title: Authorized Signatory


	Marathon CLO V Ltd., as a Lender

	By:	/s/ Louis Hanover
		Name: Louis Hanover
		Title: Authorized Signatory

[Signature Page to Second Amendment]




	Marea CLO, Ltd., as a Lender

	BY: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	C.M. LIFE INSURANCE COMPANY MASSACHUETTES MUTUAL LIFE INSURANCE COMPANY, each as a Lender
	By: Babson Capital Management LLC as Investment Advisor

	By:	/s/ James Chemplovil
		Name: James Chemplovil
		Title: Director


	BABSON CLO LTD. 2012-II BABSON CLO LTD. 2013-I BABSON CLO LTD. 2013-II BABSON CLO LTD. 2014-I, each as a Lender
	By: Babson Capital Management LLC as Collateral Manager

	By:	/s/ James Chemplovil
		Name: James Chemplovil
		Title: Director


	BROWN BROTHERS HARRIMAN TRUST COMPANY (CAYMAN) LIMITED acting solely in its capacity as Trustee of BABSON CAPITAL BANK LOAN FUND, a series of trust of the Multi Manager Global Investment Trust as a Lender
	By: Babson Capital Management LLC as Investment Manager and Attorney-in-fact

	By:	/s/ James Chemplovil
		Name: James Chemplovil
		Title: Director

[Signature Page to Second Amendment]



	AXA IM Paris S.A. for and on behalf of Matignon Leveraged Loans Limited, as a Lender

	By:	/s/
		Name:
		Title: Portfolio Manager

	By:	/s/
		Name:
		Title: Senior Analyst


	MET Investors Series Trust -Met/Eaton Vance Floating Rate Portfolio, as a Lender

	BY: Eaton Vance Management as Investment Sub- Advisor

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


	Metropolitan West Floating Rate Income Fund, as a Lender

	BY: Metropolitan West Asset Management as Investment Manager

	By:	/s/ Bibi Khan
		Name: Bibi Khan
		Title: Managing Director

	By:	/s/ Nora Olan
		Name: Nora Olan
		Title: Senior Vice President


	MidOcean Credit CLO III, as a Lender

	By: MidOcean Credit Fund Management LP, as Portfolio Manager

	By:	Ultramar Credit Holdings, Ltd., its General Partner

	By:	/s/ Jim Wiant
		Name: Jim Wiant
		Title: Managing Director

[Signature Page to Second Amendment]



	MORGAN STANLEY BANK, N.A., as a Lender

	By:	/s/ John Durland
		Name: John Durland
		Title: Authorized Signatory


	Morgan Stanley Senior Funding, Inc., as a Lender

	By:	/s/ Adam Savarese
		Name: Adam Savarese
		Title: Authorized Signatory


	Mountain View CLO 2013-1 Ltd., as a Lender

	By: Seix Investment Advisors LLC, as Collateral Manager

	By:	/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director


	Mt. Whitney Securities Inc., as a Lender

	BY: Deutsche Investment Management Americas Inc. As Manager

	By:	/s/ Eric Meyer
		Name: Eric Meyer
		Title: Portfolio Manager

	By:	/s/ Colleen Cunniffe
		Name: Colleen Cunniffe
		Title: Head of High Yield and Leverage Loan Research

[Signature Page to Second Amendment]



	National Union Fire Insurance Company of Pittsburgh, Pa., as a Lender

	By: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	Nomura Loan Trust, as a Lender

	By:	/s/ Steven Rosenthal
		Name: Steven Rosenthal
		Title: Executive Director


	Nomura Bond and Loan Fund, as a Lender

	By:	/s/ Steven Rosenthal
		Name: Steven Rosenthal
		Title: Executive Director


	Neuberger Berman CLO XVI, Ltd., as a Lender

	By Neuberger Berman Fixed Income LLC as collateral Manager

	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory


	Neuberger Berman CLO XVII, Ltd., as a Lender

	By Neuberger Berman Fixed Income LLC as collateral manager

	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	Neuberger Berman Strategic Income Fund, as a Lender

	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory


	NEUBERGER BERMAN US STRATEGIC INCOME FUND, as a Lender

	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory


	Nomad CLO, Ltd., as a Lender

	BY: Invesco Senior Secured Management, Inc. as Collateral Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	Nomura Corporate Funding Americas, LLC, as a Lender

	By:	/s/ Andrew Keith
		Name: Andrew Keith
		Title: Executive Director


	North End CLO, Ltd, as a Lender

	BY: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual

[Signature Page to Second Amendment]



	NORTHWOODS CAPITAL IX, LIMITED, as a Lender

	By: Angelo, Gordon & Co., LP as Collateral Manager

	By:	/s/ Bruce Martin
		Name: Bruce Martin
		Title: Managing Director


	NORTHWOODS CAPITAL XI, LIMITED, as a Lender

	BY: Angelo, Gordon & Co., LP As Collateral Manager

	By:	/s/ Bruce Martin
		Name: Bruce Martin
		Title: Managing Director


	NORTHWOODS CAPITAL XII, LIMITED, as a Lender

	BY: Angelo, Gordon & Co., LP As Collateral Manager

	By:	/s/ Bruce Martin
		Name: Bruce Martin
		Title: Managing Director


	Northwoods Capital XIV, Limited, as a Lender

	BY: Angelo, Gordon & Co., LP As Collateral Manager

	By:	/s/ Bruce Martin
		Name: Bruce Martin
		Title: Managing Director


	NZCG Funding Ltd, as a Lender

	BY: Guggenheim Partners Investment Management, LLC as Collateral Manager

	By:	/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Managing Director

[Signature Page to Second Amendment]



	Oaktree CLO 2014-1 Ltd., as a Lender

	BY: Oaktree Capital Management, L.P. Its: Collateral Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President


	Oaktree EIF II Series A1, Ltd., as a Lender

	BY: Oaktree Capital Management, L.P. its: Collateral Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President


	Oaktree Enhanced Income Funding Series II, Ltd., as a Lender

	BY: Oaktree Capital Management, L.P. Its: Collateral Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President

[Signature Page to Second Amendment]



	Oaktree Enhanced Income Funding Series III, Ltd., as a Lender

	BY: Oaktree Capital Management, L.P. Its: Collateral Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President


	Oaktree Enhanced Income Funding Series IV, Ltd., as a Lender

	BY: Oaktree Capital Management, L.P. Its: Collateral Manager

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President


	Oaktree Senior Loan Fund, L.P., as a Lender

	BY: Oaktree Senior Loan Fund GP, L.P. Its: General Partner, By: Oaktree Fund GP IIA, LLC Its: General Partner, By: Oaktree Fund GP II, L.P. Its: Managing Membe

	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director

	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President

[Signature Page to Second Amendment]



	Ocean Trails CLO V, as a Lender

	BY: West Gate Horizons Advisors LLC, as Asset Manager

	By:	/s/ Heidi Skor
		Name: Heidi Skor
		Title: Senior Credit Analyst


	Octagon Delaware Trust 2011, as a Lender

	BY: Octagon Credit Investors, LLC as Portfolio Manager

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


	Octagon Investment Partners XVIII, Ltd., as a Lender

	BY: Octagon Credit Investors, LLC as Collateral Manager

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


	Octagon Investment Partners XX, Ltd., as a Lender

	By: Octagon Credit Investors, LLC as Portfolio Manager

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

[Signature Page to Second Amendment]



	Octagon Investment Partners XXI, Ltd., as a Lender

	By: Octagon Credit Investors, LLC as Portfolio Manager

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


	Octagon Investment Partners XXII, Ltd, as a Lender

	By: Octagon Credit Investors, LLC as Collateral Manager

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


	Octagon Paul Credit Fund Series I, Ltd., as a Lender

	BY: Octagon Credit Investors, LLC as Portfolio Manager

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


	OHA CREDIT PARTNERS IX, LTD., as a Lender

	By: Oak Hill Advisors, L.P. as Portfolio Manager

	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	OHA CREDIT PARTNERS VI, LTD., as a Lender

	By: Oak Hill Advisors, L.P. As its portfolio manager

	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory


	OHA CREDIT PARTNERS VII, LTD., as a Lender

	BY: Oak Hill Advisors, L.P., as Portfolio Manager

	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory


	OHA CREDIT PARTNERS VIII, LTD., as a Lender

	By: Oak Hill Advisors, L.P. as Warehouse Portfolio Manager

	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory


	OHA CREDIT PARTNERS X, LTD., as a Lender

	By: Oak Hill Advisors, L.P. as Portfolio Manager

	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	OHA LOAN FUNDING 2012-1, LTD., as a Lender

	By: Oak Hill Advisors, L.P. As Portfolio Manager

	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory


	OHA LOAN FUNDING 2013-1, LTD., as a Lender

	By: Oak Hill Advisors, L.P. as Portfolio Manager

	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory


	OHA LOAN FUNDING 2013-2, LTD., as a Lender

	By: Oak Hill Advisors, L.P. As Portfolio Manager

	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory


	OZLM FUNDING, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer

[Signature Page to Second Amendment]



	OZLM FUNDING II, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	OZLM FUNDING III, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	OZLM FUNDING IV, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	OZLM FUNDING V, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer

[Signature Page to Second Amendment]



	OZLM VI, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	OZLM VII, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	OZLM VIII, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	OZLM IX, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer

[Signature Page to Second Amendment]



	OZLM X, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	OZLM XI, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	OZLM XII, LTD., as a Lender

	By: Och-Ziff Loan Management LP, its portfolio manager

	By: Och-Ziff Loan Management LLC, its general partner

	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer


	Pacific Select Fund Floating Rate Loan Portfolio, as a Lender

	BY: Eaton Vance Management as Investment Sub- Advisor

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

[Signature Page to Second Amendment]



	PAYDEN FLOATING RATE FUND, as a Lender

	BY: Payden & Rygel as Investment Adviser

	By:	/s/ Jordan Lopez
		Name: Jordan Lopez
		Title: High Yield Strategist


	PAYDEN STRATEGIC INCOME FUND, as a Lender

	BY: Payden & Rygel as Investment Adviser

	By:	/s/ Jordan Lopez
		Name: Jordan Lopez
		Title: High Yield Strategist


	Pioneer Floating Rate Fund, as a Lender

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel


	Pioneer Floating Rate Trust, as a Lender

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel

[Signature Page to Second Amendment]



	Pioneer Multi-Asset Ultrashort Income Fund, as a Lender

	By: Pioneer Investment Management, Inc. As its adviser

	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel


	Pioneer Solutions SICAV -- Global Floating Rate Income, as a Lender

	By: Pioneer Investment Management, Inc., As its adviser

	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel


	PNC BANK, NATIONAL ASSOCIATION as a Lender

	By:	/s/ Daniel J. Miller
		Name: Daniel J. Miller
		Title: Vice President


	Dryden XXII Senior Loan Fund, as a Lender

	By: Prudential Investment Management, Inc., as Collateral Manager

	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President

[Signature Page to Second Amendment]



	Dryden 26 Senior Loan Fund, as a Lender

	By: Prudential Investment Management, Inc., as Collateral Manager

	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President


	Framerica Global Loan Opportunities Limited, as a Lender

	By: Pramerica Investment Management, a trading name of Prudential Investment Management, Inc. as Investment Manager

	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President


	Dryden 34 Senior Loan Fund, as a Lender

	By: Prudential Investment Management, Inc., as Collateral Manager

	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President


	Dryden 31 Senior Loan Fund, as a Lender

	By: Prudential Investment Management, Inc., as Collateral Manager

	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President

[Signature Page to Second Amendment]



	Dryden XXIII Senior Loan Fund, as a Lender

	By: Prudential Investment Management, Inc., as Collateral Manager

	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President


	Dryden 40 Senior Loan Fund, as a Lender

	By: Prudential Investment Management, Inc., as Collateral Manager

	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President


	QUALCOMM Global Trading Pte. Ltd., as a Lender

	BY: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	Race Point V CLO, Limited, as a Lender

	BY: Sankaty Advisors LLC, as Portfolio Manager

	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations


	Race Point VI CLO, Limited, as a Lender

	By: Sankaty Advisors, LLC, as Portfolio Manager

	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations

[Signature Page to Second Amendment]



	Race Point VII CLO, Limited, as a Lender

	By: Sankaty Advisors, LLC as Portfolio Manager

	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations


	Race Point VIII CLO, Limited, as a Lender

	BY: Sankaty Advisors, LLC as Portfolio Manager

	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations


	RAYMOND JAMES BANK, N.A. as a Lender

	By:	/s/ Eric Stange
		Name: Eric Stange
		Title: Vice President


	RidgeWorth Funds - Seix Floating Rate High Income Fund, as a Lender

	By: Seix Investment Advisors LLC, as Subadviser

	By:	/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director


	RP9 Loan Funding LLC, as a Lender

	By: Citibank, N.A.,

	By:	/s/ Cynthia Gonzalvo
		Name: Cynthia Gonzalvo
		Title: Associate Director

[Signature Page to Second Amendment]



	Scor Global Life Americas Reinsurance Company, as a Lender

	BY: BlackRock Financial Management, Inc., its Investment Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	Scor Reinsurance Company, as a Lender

	BY: BlackRock Financial Management, Inc., its Investment Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory


	SEABOARD CORPORATION, as a Lender

	BY: Payden & Rygel as Investment Adviser

	By:	/s/ Jordan Lopez
		Name: Jordan Lopez
		Title: High Yield Strategist


	SEI INSTITUTIONAL INVESTMENTS TRUST - OPPORTUNISTIC INCOME FUND, as a Lender

	BY: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER

	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	Seix Multi-Sector Absolute Return Fund L.P., as a Lender

	By: Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner

	By: Seix Investment Advisors LLC, its sole member

	By:	/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director


	Silvermore CLO, LTD., as a Lender

	By:	/s/ Aaron Meyer
		Name: Aaron Meyer
		Title: Principal


	Somerset Trust Company, as a Lender

	By:	/s/ Parke Kreinbrook
		Name: Parke Kreinbrook
		Title: Loan Officer


	Sound Harbor Loan Fund 2014-1 Ltd., as a Lender

	By:	/s/ Thomas E. Bancroft
		Name: Thomas E. Bancroft
		Title: Portfolio Manager


	Steele Creek CLO 2014-1, LTD., as a Lender

	BY: Steele Creek Investment Management LLC

	By:	/s/ Michael Audino
		Name: Michael Audino
		Title: Senior Analyst

[Signature Page to Second Amendment]



	Stewart Park CLO, Ltd., as a Lender

	BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

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


	Stifel Bank & Trust, as a Lender

	By:	/s/ John H. Phillips
		Name: John H. Phillips
		Title: Executive Vice President


	Sumitomo Mitsui Trust Bank, Limited, New York Branch, as a Lender

	By:	/s/ Mark Bodie
		Name: Mark Bodie
		Title: VP


	SUNTRUST BANK, as a Lender

	By:	/s/ Tesha Winslow
		Name: Tesha Winslow
		Title: Director


	T. Rowe Price Floating Rate Fund, Inc., as a Lender

	By:	/s/ Brian Burns
		Name: Brian Burns
		Title: Vice President


	T. Rowe Price Floating Rate Multi-Sector Account Portfolio, as a Lender

	By:	/s/ Brian Burns
		Name: Brian Burns
		Title: Vice President

[Signature Page to Second Amendment]



	T. Rowe Price Institutional Floating Rate Fund, as a Lender

	By:	/s/ Brian Burns
		Name: Brian Burns
		Title: Vice President


	Teton Funding, LLC, as a Lender

	By: SunTrust Bank, as manager

	By:	/s/ Joshua Lowe
		Name: Joshua Lowe
		Title: Vice President


	The City of New York Group Trust, as a Lender

	BY: Invesco Senior Secured Management, Inc. as Investment Manager

	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual


	THL Credit Wind River 2012-1 CLO Ltd., as a Lender

	BY: THL Credit Senior Loan Strategies LLC, as Investment Manager

	By:	/s/ Kathleen Zarn
		Name: Kathleen Zarn
		Title: Managing Director


	THL Credit Wind River 2014-1 CLO Ltd., as a Lender

	By THL Credit Advisors LLC, as Investment Manager

	By:	/s/ Kathleen Zarn
		Name: Kathleen Zarn
		Title: Managing Director

[Signature Page to Second Amendment]



	TIAA-CREF Bond Fund

	By:	TEACHERS ADVISORS, INC.,
	Its authorized investment adviser

	By:	/s/ Elizabeth R. Eodice
		Name: ELIZABETH R. EODICE
		Title: MANAGING DIRECTOR


	TIAA-CREF Life Bond Fund

	By:	TEACHERS ADVISORS, INC.,
	Its authorized investment adviser

	By:	/s/ Elizabeth R. Eodice
		Name: ELIZABETH R. EODICE
		Title: MANAGING DIRECTOR


	TIAA Stable Value Annuity

	By:	TEACHERS ADVISORS, INC.,
	Its authorized investment adviser

	By:	/s/ Elizabeth R. Eodice
		Name: ELIZABETH R. EODICE
		Title: MANAGING DIRECTOR


	TIAA-CREF Bond Plus Fund

	By:	TEACHERS ADVISORS, INC.,
	Its authorized investment adviser

	By:	/s/ Elizabeth R. Eodice
		Name: ELIZABETH R. EODICE
		Title: MANAGING DIRECTOR


	TRALEE CLO III, LTD., as a Lender

	By: Par-Four Investment Management, LLC As Collateral Manage

	By:	/s/ Dennis Gorczyca
		Name: Dennis Gorczyca
		Title: Managing Director

[Signature Page to Second Amendment]



	Transamerica Floating Rate By: AEGON USA as its Investment Manager as a Lender

	By:	/s/ Jason Felderman
		Name: Jasaon Felderman
		Title: Vice President


	Jefferson Mill CLO, Ltd. as a Lender

	By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager

	By:	/s/ Justin Slatky
		Name: Justin Slatky
		Title: Senior Vice President


	Trustmark Insurance Company as a Lender

	By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Advisor

	By:	/s/ Justin Slatky
		Name: Justin Slatky
		Title: Senior Vice President


	Washington Mill CLO, Ltd. as a Lender

	By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager

	By:	/s/ Justin Slatky
		Name: Justin Slatky
		Title: Senior Vice President


	U.S. Specialty Insurance Company, as a Lender

	BY: BlackRock Investment Management, LLC, its Investment Manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory

[Signature Page to Second Amendment]



	UnitedHealthcare Insurance Company, as a Lender

	By: BlackRock Financial Management Inc.; its investment manager

	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Vice President


	Venture XVII CLO Limited, as a Lender

	BY: its investment advisor, MJX Asset Management, LLC

	By:	/s/ John P. Calaba
		Name: John P. Calaba
		Title: Portfolio Manager


	Venture XVIII CLO, Limited, as a Lender

	By: its investment advisor MJX Asset Management LLC

	By:	/s/ John P. Calaba
		Name: John P. Calaba
		Title: Portfolio Manager


	Vibrant CLO II, Ltd., as a Lender

	By: DFG Investment Advisers, Inc., as Portfolio Manager

	By:	/s/ David Millison
		Name: David Millison
		Title: Managing Partner and Senior Portfolio Manager

[Signature Page to Second Amendment]



	VIBRANT CLO, LTD., as a Lender

	By: DFG Investment Advisers, Inc. as Portfolio Manager

	By:	/s/ David Millison
		Name: David Millison
		Title: Managing Partner and Senior Portfolio Manager


	Wells Fargo Bank, National Association, as a Lender and holder of $1,980,000.00 of Series A Incremental Term Loan on its Loan Trading Desk in Charlotte

	By:	/s/ P. Jeffrey Huth
		Name: P. Jeffrey Hugh
		Title: Managing Director


	West CLO 2014-I Ltd., as a Lender

	By:	/s/ Joanna Willars
		Name: Joanna Willars
		Title: Vice President, Authorized Signatory


	Wintrust Bank, as a Lender

	By:	/s/ John Hoppe
		Name: John Hoppe
		Title: VP

[Signature Page to Second Amendment]

Attached files

Post Holdings, Inc. Reports

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