Exhibit 10.5

 

EXECUTION VERSION

 

SECOND AMENDMENT TO CREDIT AGREEMENT

(EXTENSION AMENDMENT)

 

This SECOND AMENDMENT, dated as of September 9, 2016 (this “Amendment”), is made by and among CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.) (the “Borrower”), each of the other Loan Parties signatory hereto, the several banks and financial institutions parties hereto as Lenders and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”) for the Lenders.  Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below).

 

RECITALS:

 

WHEREAS, reference is hereby made to the Credit Agreement, dated as of October 9, 2015 (the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the first amendment, dated as of June 20, 2016, the incremental loan assumption agreement, dated as of June 21, 2016 and the incremental loan assumption agreement, dated as of July 21, 2016, as further amended by this Amendment and as may be further amended, restated, modified or supplemented from time to time, including pursuant to this Amendment, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto from time to time, the Administrative Agent, the Security Agent and the other parties thereto from time to time;

 

WHEREAS, Section 2.23(a) of the Credit Agreement permits the Borrower to request that all or a portion of any Class of Term Loans be converted to extend the maturity date thereof;

 

WHEREAS, the Borrower desires to extend the Initial Term Loan Maturity Date of the Initial Term Loans and effect other amendments permitted by Section 2.23 of the Credit Agreement;

 

WHEREAS, pursuant to Sections 2.23 and 9.08 of the Credit Agreement, the Borrower, the Guarantors, the 2016 Extending Term Consenting Lenders (as defined below) and the Administrative Agent are entering into this Amendment in order to establish the terms of the 2016 Extended Term Loans (as defined below) and to consent to the amendments to the Existing Credit Agreement referred to in Section 6 hereof (the “Additional Amendments”);

 

WHEREAS, pursuant to Section 9.08 of the Credit Agreement, the Borrower, the Guarantors, the 2016 Non-Extending Term Consenting Lenders (as defined below), the

 

2016 Revolving Consenting Lenders and the Administrative Agent are entering into this Amendment solely in order to consent to the Additional Amendments;

 

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 

 

1.                                      Establishment of the 2016 Extended Term Loans.  Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof and effective as of the date on which such conditions precedent are satisfied (the “Effective Date”):

 

(a)                                 in accordance with the provisions of the Credit Agreement, including Section 2.23 of the Credit Agreement,

 

(i)                                     there is hereby established under the Credit Agreement a new Class of Term Loans;

 

(ii)                                  such Term Loans shall be referred to as the “2016 Extended Term Loans”;

 

(iii)                               the aggregate principal amount of the 2016 Extended Term Loans is $2,500,000,000; and

 

(iv)                              such 2016 Extended Loans shall have the terms and provisions set forth in Section 2 of this Amendment;

 

(b)                                 each Lender holding Initial Term Loans that executes and delivers a signature page to this Amendment prior to the Effective Date and checks the box entitled “Agreed as to the Maturity Extension and Additional Amendments” or who checks no box or both boxes on its signature page (such Lender, a “2016 Extending Term Consenting Lender”) agrees that an amount up to the entire aggregate principal amount of its Initial Term Loans (as allocated by the Administrative Agent) is hereby converted into the 2016 Extended Term Loans (the “Initial Term Loan Conversion”);

 

(c)                                  each of the 2016 Extending Term Consenting Lenders and the Administrative Agent consents to the Additional Amendments, provided that such Additional Amendments shall become effective in accordance with Section 6 hereof; and

 

(d)                                 the 2016 Extended Term Loans shall constitute “Loans”, “Term Loans” and “Extended Term Loans”, as the context may require, this Amendment shall be an “Extension Amendment” and a “Loan Document” as the context may require, the draft of this Amendment which was provided to the Administrative Agent on September 6, 2016 shall constitute an “Extension Request”, and each of the 2016 Extending Term Consenting Lenders shall be an “Extending Lender”, “Term Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement and the other Loan Documents.

 

2.                                      Terms of 2016 Extended Term Loans.

 

(a)                                 The 2016 Extended Term Loans will mature on October 11, 2024 (the “2016 Extended Term Loan Maturity Date”).

 

(b)                                 The Borrower shall pay to the Administrative Agent for the account of the 2016 Extending Term Consenting Lenders with respect to the 2016 Extended Term Loans, (A) on April 15th, July 15th, October 15th and January 15th of each year (each such date being called a “Repayment Date”), commencing with January 15, 2017, and on each

 

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such date thereafter through the 2016 Extended Term Loan Maturity Date, provided that if such day is not a Business Day, the Repayment Date shall be the next succeeding Business Day, amortization installments equal to 0.25% of the aggregate principal amount of the 2016 Extended Term Loans outstanding at the time of effectiveness of this Amendment; as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.22(d) of the Credit Agreement, and which payments shall be further reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12 of the Credit Agreement and (B) on the 2016 Extended Term Loan Maturity Date, the aggregate unpaid principal amount of all 2016 Extended Term Loans on such date, together with accrued and unpaid interest on the principal amount to be paid to but excluding such date.

 

(c)                                  In the event that on or prior to April 11, 2017 either (x) the Borrower makes any prepayment of 2016 Extended Term Loans in connection with a 2016 Extended Term Loan Repricing Transaction (including by way of a Refinancing Amendment) or (y) effects any amendment of this Amendment resulting in a 2016 Extended Term Loan Repricing Transaction, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders, in the case of clause (x) 1.00% of the principal amount of the 2016 Extended Term Loans so repaid, or in the case of clause (y) a payment equal to 1.00% of the aggregate amount of the 2016 Extended Term Loans subject to such 2016 Extended Term Loan Repricing Transaction.  For purposes of this paragraph, “2016 Extended Term Loan Repricing Transaction” shall mean (a) the prepayment, refinancing, substitution or replacement of all or a portion of the 2016 Extended Term Loans with the incurrence by the Borrower or any Subsidiary of any senior secured loan financing, the primary purpose of which (as determined in good faith by the Borrower) is to reduce the All-In Yield of such debt financing relative to the 2016 Extended Term Loans so repaid, refinanced, substituted or replaced and (b) any amendment to the Credit Agreement the primary purpose of which (as determined by the Borrower in good faith) is to reduce the All-In Yield applicable to the 2016 Extended Term Loans; provided that any refinancing or repricing of 2016 Extended Term Loans in connection with (i) any Public Offering, (ii) any acquisition the aggregate consideration with respect to which equals or exceeds $50,000,000 or (iii) a transaction that would result in a Change of Control shall not constitute a 2016 Extended Term Loan Repricing Transaction.

 

(d)                                 (i) The “floor” set forth in clause (1)(a) of the “Adjusted LIBO Rate” definition is 0.75% per annum in the case of the 2016 Extended Term Loans, (ii) the Applicable Margin for the 2016 Extended Term Loans is (1) with respect to any ABR Loan, 2.00% per annum and (2) with respect to any Eurodollar Loan, 3.00% per annum and (iii) the initial Interest Period with respect to the 2016 Extended Term Loans shall commence on the Effective Date and end on January 15, 2017.

 

(e)                                  At the option of the Borrower, the 2016 Extended Term Loans (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except that unless otherwise permitted by the Credit Agreement, the 2016 Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans

 

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hereunder, and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans.

 

(f)                                   In the event that, following the Effective Date, the Borrower seeks Incremental Loan Commitments pursuant to Section 2.22 of the Credit Agreement, the provisions of such section (as amended pursuant to Section 6 hereof) shall apply to the 2016 Extended Term Loans.

 

(g)                                  Except as set forth herein, the 2016 Extended Term Loans shall have the same terms and conditions as the Initial Term Loans.

 

3.                                      Consenting Lenders.

 

(a)                                 Each Lender holding Initial Term Loans that executes and delivers a signature page to this Amendment prior to the Effective Date and checks the box entitled “Agreed as to Additional Amendments only” on its signature page (such Lender, a “2016 Non-Extending Term Consenting Lender”) (x) consents solely to the Additional Amendments, provided that such Additional Amendments shall become effective in accordance with Section 6 hereof and (y) refuses to consent to the extension of the Initial Term Loan Maturity of its Initial Term Loans.

 

(b)                                 Each Lender holding Initial Revolving Credit Loans and/or Initial Revolving Credit Commitments that executes and delivers a signature page to this Amendment prior to the Effective Date and checks the box entitled “Agreed as to Additional Amendments” on its signature page (such Lender, a “2016 Revolving Consenting Lender”) consents solely to the Additional Amendments, provided that such Additional Amendments shall become effective in accordance with Section 6 hereof; it being understood that, for the avoidance of doubt, no such Lender is being requested to extend the Initial Revolving Credit Commitment Maturity Date of its Initial Revolving Credit Commitments and/or Initial Revolving Credit Loans.

 

4.                                      Effectiveness.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions:

 

(a)                                 this Amendment shall have been duly executed by the Borrower, the Administrative Agent, the 2016 Extending Term Consenting Lenders, the 2016 Non-Extending Term Consenting Lenders and the 2016 Revolving Consenting Lenders;

 

(b)                                 immediately after giving effect to this Amendment, no Default or Event of Default shall occur and be continuing;

 

(c)                                  the Administrative Agent shall have received:

 

(i)                                     a legal opinion of Ropes & Gray International LLP, New York Counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Effective Date, (ii) addressed to the Administrative Agent, the 2016 Extending Term Consenting Lenders and the 2016 Revolving Consenting Lenders and (iii)

 

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covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions;

 

(ii)                                  a copy of a resolution of the board of directors or, if applicable, a committee of the board, or the sole member, managing member, general or limited partner, of each Loan Party (A) approving the terms of, and the transactions contemplated by, this Amendment and each other document executed or delivered by such Loan Party in order to give effect to the transactions contemplated hereunder (such documents, collectively, the “Extension Amendment Loan Documents”) and resolving that it execute, deliver and perform its obligations under the Extension Amendment Loan Documents to which it is a party; (B) authorizing a specified person or persons to execute the Extension Amendment Loan Documents to which it is a party; and (C) authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices to be signed and/or delivered by it under or in connection with the Extension Amendment Loan Documents to which it is a party;

 

(iii)                               a specimen of the signature of each person authorized by the resolution set forth above in relation to the Extension Amendment Loan Documents;

 

(iv)                              a secretary’s certificate of each Loan Party in the form reasonably satisfactory to the Administrative Agent; and

 

(v)                                 a certificate dated the Effective Date executed by a Responsible Officer of the Borrower certifying that no Default or Event of Default shall have occurred and be continuing; and

 

(d)                                 all accrued and unpaid interest to but excluding the Effective Date shall have been paid in full.

 

5.                                      Prepayment.  Concurrently with the Initial Term Loan Conversion, the Borrower may prepay the outstanding Initial Term Loans that are not converted pursuant to Section 1 hereof in accordance with Section 2.12 of the Credit Agreement and pay any accrued and unpaid interest thereon (together with the Initial Term Loan Conversion, the “Transactions”).

 

6.                                      Additional Amendments.  On the Effective Date, the Existing Credit Agreement (excluding Annexes (other than Annex I (Covenants) and Annex II (Additional Definition)), Exhibits and Schedules thereto), Annex I (Covenants) to the Existing Credit Agreement and Annex II (Additional Definitions) to the Existing Credit Agreement are hereby amended to delete the stricken text (indicated textually in the same manner as the following example:  stricken text) and to add the underlined text (indicated textually in the same manner as the following example:  underlined text) as set forth (1) in the change pages of the Existing

 

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Credit Agreement attached as Schedule 1 hereto and (2) the blacklines of Annex I (Covenants) to the Existing Credit Agreement and Annex II (Additional Definitions) to the Existing Credit Agreement attached as Schedule 2 hereto; provided that the effectiveness of the amendments set forth in Schedules 1 and 2 hereto (other than any amendments that correct errors or omissions or effect administrative changes that are not adverse to any Lender which shall become effective without the consent of the Required Lenders pursuant to Section 9.08(c) of the Existing Credit Agreement) is subject to the satisfaction of the following additional conditions:  (i) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of the Effective Date (and, for the avoidance of doubt, including in respect of each Extension Amendment Loan Document) with the same effect as though made on and as of each such date, except to the extent such representation and warranties expressly relate to an earlier date, in which case, such representation and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date and (ii) this Amendment being duly executed by (A) the Required Lenders and (B) the Required Revolving Credit Lenders; provided further that the amendments to Section 9.08(b) of the Existing Credit Agreement and the insertion of the definition of “Required Class Lenders” shall not be effective until the date on which such changes are approved by the requisite percentage of Lenders pursuant to Section 9.08 of the Credit Agreement.

 

7.                                      Entire Agreement.  As of the date hereof, this Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

 

8.                                      Applicable Law.  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

9.                                      Severability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

10.                               Counterparts.  This 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 contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic

 

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imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

 

11.                               Miscellaneous.  Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect.  Each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement in any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan Document under the Credit Agreement and the other Loan Documents and, together with the other Loan Documents, constitute the entire agreement among the parties pertaining to the modification of the Loan Documents as herein provided and supersede any and all prior or contemporaneous agreements, promises and amendments relating to the subject matter hereof.

 

12.                               Reaffirmation.  Subject to any limitation set forth in any Loan Document, each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Documents) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents, including, without limitation, all Obligations resulting from or incurred pursuant to the 2016 Extended Term Loans, in each case subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, without limitation, all Obligations resulting from or incurred pursuant to the 2016 Extended Term Loans) pursuant to the Facility Guaranty.

 

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

 

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

 

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

 

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

 

(ii)                                  a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to

 

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it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

 

(iii)                               the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

 

For the purposes of this Section 13:

 

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

 

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

 

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

 

(d)                                 “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 

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

 

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

 

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

 

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.

 

[Signature Pages to Follow]

 

 

	CSC HOLDINGS, LLC
	as Borrower
	By:	/s/ Charles Stewart
		Name:	Charles Stewart
		Title:	Vice President, Treasurer and
			Chief Financial Officer

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

	1047 E 46TH STREET CORPORATION
	151 S. FULTON STREET CORPORATION
	2234 FULTON STREET CORPORATION
	CABLEVISION LIGHTPATH CT LLC
	CABLEVISION LIGHTPATH NJ LLC
	CABLEVISION LIGHTPATH, INC.
	CABLEVISION OF BROOKHAVEN, INC.
	CABLEVISION OF LITCHFIELD, INC.
	CABLEVISION OF WAPPINGERS FALLS, INC.
	CABLEVISION SYSTEMS BROOKLINE CORPORATION
	CABLEVISION SYSTEMS NEW YORK CITY CORPORATION
	CSC ACQUISITION — MA, INC.
	CSC ACQUISITION CORPORATION
	CSC OPTIMUM HOLDINGS, LLC
	CSC TECHNOLOGY, LLC
	LIGHTPATH VOIP, LLC
	NY OV LLC
	OV LLC
	WIFI CT-NJ LLC
	WIFI NY LLC
	A-R CABLE SERVICES — NY, INC.
	CABLEVISION OF SOUTHERN WESTCHESTER, INC.
	PETRA CABLEVISION CORP.

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

	TELERAMA, INC.
	By:	/s/ Charles Stewart
		Name:	Charles Stewart
		Title:	Vice President, Treasurer and
			Chief Financial Officer

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

	CABLEVISION SYSTEMS BROOKLINE
	CORPORATION
	Managing General Partner of
	CABLEVISION OF OSSINING LIMITED PARTNERSHIP
	By:	/s/ Charles Stewart
		Name:	Charles Stewart
		Title:	Vice President, Treasurer and
			Chief Financial Officer

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Consented to by:
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
By:	/s/ Tina Ruyter
	Name: Tina Ruyter
	Title: Executive Director

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

Barclays Bank Plc
By:	/s/ Christopher Aitkin
	Name: Christopher Aitkin
	Title: Assistant Vice President

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

BNP PARIBAS
(Full Legal Name of Institution)
By:	/s/ James McHale
	Name: James McHale
	Title: Managing Director
If a second signature is necessary:
By:	/s/ Ade Adedeji
	Name: Ade Adedeji
	Title: Vice President

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

The Bank of Nova Scotia
(Full Legal Name of Institution)
By:	/s/ Paula J. Czach
	Name: Paula J. Czach
	Title: Managing Director
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

Credit Agricole Corporate and Investment Bank
By:	/s/ Gary Herzog
	Gary Herzog
	Managing Director
By:	/s/ Kestrina Budina
	Kestrina Budina
	Director

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Anca Trifan
	Name: Anca Trifan
	Title: Managing Director
By:	/s/ Marcus M. Tarkington
	Name: Marcus M. Tarkington
	Title: Director

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

ROYAL BANK OF CANADA
By:	/s/ D.W. Scott Johnson
	Name: D.W. Scott Johnson
	Title: Authorized Signatory

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

Societe Generale
(Full Legal Name of Institution)
By:	/s/ Denis de Pallerets
	Name: Denis de Pallerets
	Title: Co-head of TMT France
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

Toronto Dominion ( Texas) LLC
(Full Legal Name of Institution)
By:	/s/ Savo Bozic
	Name: Savo Bozic
	Title: Authorized Signatory

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

JPMorgan Chase Bank, NA
(Full Legal Name of Institution)
By:	/s/ Tina Ruyter
	Name: Tina Ruyter
	Title: Executive Director

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

Morgan Stanley Senior Funding, Inc.
(Full Legal Name of Institution)
By:	/s/ Christopher Winthrop
	Name: Christopher Winthrop
	Title: Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Revolving Credit Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to Additional Amendments

 

Webster Bank, National Association
(Full Legal Name of Institution)
By:	/s/ Matt Kane
	Name: Matt Kane
	Title: Managing Director
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments only

 

o Agreed as to Additional Amendments

 

Apollo Trading LLC
(Full Legal Name of Institution)
By:	/s/ Jonathan M. Barnes
	Name: Jonathan M. Barnes
	Title: Vice President

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

ASF1 Loan Funding LLC
By:	Citibank, N.A.,
By:	/s/ Lauri Pool
	Name: Lauri Pool
	Title: Associate Director
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

BRYCE FUNDING
By:	/s/ Ifran Ahmed
	Name: IRFAN AHMED
	Title: Authorized Signatory
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Everest Funding LLC
(Full Legal Name of Institution)
By:	/s/ Jonathan M. Barnes
	Name: Jonathan M. Barnes
	Title: Vice President

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

LUCUMA FUNDING ULC
By:	/s/ Ifran Ahmed
	Name: IRFAN AHMED
	Title: Authorized Signatory
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Canoe Floating Rate Income Fund, as a lender
By: AEGON USA Investment Management, LLC, its investment manager
By:	/s/ Jason Felderman
	Name: Jason Felderman
	Title: Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Cedar Funding V CLO, Ltd.
By: AEGON USA Investment Management, LLC,
as its Portfolio Manager
By:	/s/ Krystle Walker
	Name: Krystle Walker
	Title: Associate Director - Settlements
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Cedar Funding II CLO, Ltd.
By:	/s/ Krystle Walker
	Name: Krystle Walker
	Title: Associate Director - Settlements
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Cedar Funding III CLO, Ltd.
By:	/s/ Krystle Walker
	Name: Krystle Walker
	Title: Associate Director - Settlements
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Cedar Funding IV CLO, Ltd.
By:	/s/ Krystle Walker
	Name: Krystle Walker
	Title: Associate Director - Settlements
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Cedar Funding Ltd.
By:	/s/ Krystle Walker
	Name: Krystle Walker
	Title: Associate Director - Settlements
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Transamerica Floating Rate, as a lender
By: AEG N USA Investment Management, LLC, its investment manager
By:	/s/ Jason Felderman
	Name: Jason Felderman
	Title: Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Collective Trust High Yield Fund
By:  Alcentra NY, LLC, as investment advisor
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Global-Loan SV S.Ã r.l.
Executed by Alcentra Limited as Portfolio
Manager,
and Alcentra NY, LLC as Sub-Manager, for and on
behalf of Global-Loan SV Sarl
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Multi-Credit SPV S.Ã r.l.
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

ORION ALloan
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Shackleton 2013-III CLO, Ltd.
BY: Alcentra NY, LLC, as investment advisor
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment): 
(For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Shackleton 2013-IV CLO, LTD
by: Alcentra NY, LLC, as its Collateral Manager
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Shackleton 2014-V CLO, Ltd.
By:	/s/ Josephine Shin
Name: Josephine Shin
Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Shackleton 2014-VI CLO, Ltd.
BY:  Alcentra NY, LLC as its Collateral Manager
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Shackleton 2015-VII CLO, Ltd
BY: Alcentra NY, LLC as its Collateral Manager
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Shackleton 2015-VIII CLO, Ltd.
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Shackleton I CLO, Ltd.
BY: Alcentra NY, LLC, as investment advisor
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Shackleton II CLO, Ltd.
by: Alcentra NY, LLC as its Collateral Manager
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

The Dreyfus/Laurel Funds, Inc. - Dreyfus Floating
Rate Income Fund
By: Alcentra NY, LLC, as investment advisor
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

US Loan SV S.a.r.l
By:	/s/ Josephine Shin
	Name: Josephine Shin
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

AllianceBernstein Institutional Investments — AXA
High Yield Loan II Portfolio
By: AllianceBernstein L.P., as Investment Advisor
By:	/s/ Cory Scofield
	Name: Cory Scofield
	Title: AVP - Corporate Actions
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

AllianceBernstein Institutional Investments — AXA
High Yield Loan Portfolio
By: AllianceBernstein L.P., as Investment Advisor
By:	/s/ Cory Scofield
	Name: Cory Scofield
	Title: AVP - Corporate Actions
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

West CLO 2013-1 Ltd.
By:	/s/ Joanna Willars
	Name: Joanna Willars
	Title: Vice President, Analyst
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

West CLO 2014-1 Ltd.
By:	/s/ Joanna Willars
	Name: Joanna Willars
	Title: Vice President, Authorized Signatory
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

West CLO 2014-2 Ltd.
By:	/s/ Joanna Willars
	Name: Joanna Willars
	Title: Vice President, Analyst
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

AIMCO CLO Series 2014-A
By: Allstate Investment Management Company as Collateral Manager
By:	/s/ Chris Goergen
	Name: Chris Goergen
	Title: Authorized Signatory
If a second signature is necessary:
By:	/s/ Mark Pittman
	Name: Mark Pittman
	Title: Authorized Signatory

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

AIMCO CLO Series 2015-A
By:Allstate Investment Management Company as Collateral Manager
By:	/s/ Chris Goergen
	Name: Chris Goergen
	Title: Authorized Signatory
If a second signature is necessary:
By:	/s/ Mark Pittman
	Name: Mark Pittman
	Title: Authorized Signatory

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

Allstate Insurance Company
By:	/s/ Chris Goergen
	Name: Chris Goergen
	Title: Authorized Signatory
If a second signature is necessary:
By:	/s/ Mark Pittman
	Name: Mark Pittman
	Title: Authorized Signatory

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

AMMC CLO 15, LIMITED
BY: American Money Management Corp.,
as Collateral Manager
By:	/s/ David P. Meyer
	Name: David P. Meyer
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]

 

 

Signature Page to Second Amendment to Credit Agreement (Extension Amendment):  (For Term Lenders only)

 

The undersigned agrees as follows:

 

x Agreed as to the Maturity Extension and Additional Amendments

 

o Agreed as to Additional Amendments only

 

AMMC CLO 16, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By:	/s/ David P. Meyer
	Name: David P. Meyer
	Title: Senior Vice President
If a second signature is necessary:
By:
	Name:
	Title:

 

[Signature Page to Amendment to Credit Agreement (Extension Amendment)]