AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT

Exhibit 10.1(d)

AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT

AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, dated as of December 6, 2019 (this “Amendment”), by and among Xxxxxxxx’x Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), each Revolving Credit Lender party hereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), the Person(s) listed under the column “Amendment No. 3 Additional Revolving Credit Commitment Lenders” on Schedule I hereto (in such capacity, the “Amendment No. 3 Additional Revolving Credit Commitment Lenders”), the Persons listed under the column “Additional Term B-3 Lender” on Schedule III hereto (in such capacity, the “Additional Term B-3 Lenders”), and each of the other Loan Parties party hereto and amendment to the FIRST LIEN SECURITY AGREEMENT dated as of August 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Security Agreement”) among the Borrower, the Grantors identified therein and the Administrative Agent.

RECITALS:

WHEREAS, reference is hereby made to the First Lien Credit Agreement, dated as of August 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment, the “Credit Agreement”), among Holdings, the Borrower, the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and the Administrative Agent (capitalized terms used but not defined herein having the meanings provided in the Existing Credit Agreement or the Credit Agreement, as the case may be);

WHEREAS, pursuant to Section 2.14(a) of the Existing Credit Agreement, the Borrower hereby notifies the Administrative Agent that it is requesting from the Amendment No. 3 Additional Revolving Credit Commitment Lender(s) Revolving Commitment Increases of the Initial Revolving Credit Commitments in an aggregate amount of $5,000,000, on terms identical to those applicable to the Initial Revolving Credit Commitments, as amended by this Amendment, which additional commitments (the “Additional Commitments”) will be available as of the Amendment No. 3 Effective Date;

WHEREAS, the Borrower has requested the Additional Term B-3 Lender to make the Additional Term B-3 Loans;

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

Amendments to Loan Documents. The Existing Credit Agreement is, effective as of the Amendment No. 3 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached as Exhibit A hereto. Each Person party to this Amendment (other than UBS AG, Stamford Branch in its capacity as a Lender and any Loan Party) by its execution of a Consent, authorizes the Administrative Agent to approve the Agreement on its behalf and agrees that UBS AG, Stamford Branch’s execution of this Amendment in its capacity as Administrative Agent constitutes such Person’s irrevocable approval of this Amendment (or, if such Person was not a Lender immediately prior to the Amendment No. 3 Effective Date, constitutes such Person’s irrevocable agreement to become a Lender as of the Amendment No. 3 Effective Date).

Execution of Consents. Each Lender with a Term B Loan or a Term B-2 Loan that has executed a consent to this Amendment in the form attached hereto (a “Consent”) in its capacity as a Term B Lender or a Term B-2 Lender, as the case may be, and that has checked the box “Term B/Term B-2 Lender Conversion Option” on such Consent has agreed to consent to the Amendment and to have such Term B Lender’s or Term B-2 Lender’s, as the case may be, Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be, converted in each case to Term B-3 Loans on the Amendment No. 3 Effective Date (“Allocated Amount”, as to any Term B Lender or Term B-2 Lender, is the aggregate principal amount of such Term B Lender’s Term B Loans or Term B-2 Lender’s Term B-2 Loans, as the case may be, or such lesser principal amount allocated to such Term B Lender or Term B-2 Lender, as the case may be, by the Administrative Agent in the allocation of the Term B-3 Loans) (and, for the avoidance of doubt, the Allocated Amount of Term B Loans and Term B-2 Loans shall each be converted into Term B-3 Loans).

Consent and Cash Out Lenders. Each Lender with Term B Loans or Term B-2 Loans that has executed a Consent in its capacity as a Term B Lender or Term B-2 Lender, as the case may be, and checked the box “Term B/Term B-2 Lender Consent and Cash-Out Option” on such Consent has agreed to consent to the Amendment but has not agreed to have its outstanding Term B Loans or Term B-2 Loans, as the case may be, converted to Term B-3 Loans on the Amendment No. 3 Effective Date (and such Term B Loans or Term B-2 Loans, as the case may be, shall be repaid in cash upon the Amendment No. 3 Effective Date);

Revolving Credit Lender Reallocations. Effective as of the Amendment No. 3 Effective Date (i) each Person that shall be a Revolving Credit Lender as of the Amendment No. 3 Effective Date after giving effect to Amendment No. 3 as set forth on Schedule II hereto (each such Person, an “Amendment No. 3 Revolving Credit Lender”) will automatically and without further action be deemed to have accepted in such Revolving Credit Lender’s capacity as a Revolving Credit Lender (and, if such Amendment No. 3 Revolving Credit Lender was a Revolving Credit Lender immediately prior to the Amendment No. 3 Effective Date, assigned to other Amendment No. 3 Revolving Credit Lenders, to the extent necessary) a portion of participations in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment, assumption and/or acceptance of participations, the percentage of the aggregate outstanding (A) participations in Letters of Credit and (B) participations in Swing Line Loans held by each Revolving Credit Lender will equal the percentage of the Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment as set forth on Schedule II hereto and (ii) if, on the Amendment No. 3 Effective Date, there are any Revolving Credit Loans outstanding immediately prior to giving effect to this Amendment, then Amendment No. 3 Revolving Credit Lenders shall make such Revolving Credit Loans in amounts specified by the Administrative Agent in accordance with their respective Pro Rata Shares of the Revolving Credit Commitments and the proceeds of such Revolving Credit Loans so made shall be used to prepay the Revolving Credit Loans of any Person that is a Revolving Credit Lender immediately prior to the effectiveness of this Amendment but will not be a Revolving Credit Lender after giving effect to this Amendment (any such Person, a “Non-Continuing Revolving Credit Lender”) and otherwise such that the Revolving Credit Loans made by the Revolving Credit Lenders reflect the Pro Rata Shares of the Revolving Credit Commitments as set forth on Schedule II. The Administrative Agent and the Amendment No. 3 Revolving Credit Lenders hereby agree that the minimum borrowing, pro rata borrowing, pro rata commitment reduction and pro rata payment requirements contained in the Credit Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence and Section 17 hereof. The Additional Commitments and any changes in the amounts of Revolving Credit Commitments due to the operation of Section 17 below shall be

made effective by, on the Amendment No. 3 Effective Date, automatically increasing the Revolving Credit Commitment of each Person listed on Schedule I hereto by the amount set forth opposite such Person’s name on Schedule I hereto and by increasing or decreasing the Revolving Credit Commitment of each Person listed on Schedule II hereto such that the Revolving Credit Commitment of each Amendment No. 3 Revolving Credit Lender as of the Amendment No. 3 Effective Date after giving effect to this Amendment is equal to the amount listed opposite the name of such Revolving Credit Lender on Schedule II hereto. Each Person listed on Schedule I hereto and Schedule II hereto, by such Person’s signature to this Amendment as an Amendment No. 3 Additional Revolving Credit Commitment Lender and Revolving Credit Lender, hereby agrees to such increase (or, if applicable, decrease) to the extent it may be applicable to such Person. In connection with the foregoing, it is understood and agreed that (x) the Amendment No. 3 Revolving Credit Lenders hereby authorize and instruct the Administrative Agent to revise the Register to reflect the Additional Commitments and the allocation of the Revolving Credit Commitments as reflected on Schedule II hereto and all increases and decreases in the outstanding Revolving Credit Loans and participations in Swing Line Loans and Letters of Credit contemplated by the foregoing and (y) the respective Revolving Credit Commitments of the Revolving Credit Lenders and respective Pro Rata Shares of the Revolving Credit Lenders in the Revolving Credit Commitments shall be as set forth in the Register and Schedule II hereto after giving effect to the Additional Commitments and the allocation of Revolving Credit Commitments as of the Amendment No. 3 Effective Date after giving effect to this Amendment.

5.	Effective Date Conditions. This Amendment will become effective on the date (the “Amendment No. 3 Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms herein:

(a)

the Administrative Agent shall have received executed signature pages to (or consents authorizing the relevant party’s consent to) this Amendment from (i) the Amendment No. 3 Revolving Credit Lenders, (ii) the Amendment No. 3 Additional Revolving Credit Commitment Lenders, (iii) the Additional Term B-3 Lender, (iv) the Swing Line Lender, (v) the L/C Issuer and (vi) the Borrower and each other Loan Party;

(b)

the representations and warranties in Section 8 of this Amendment shall be true and correct in all material respects as of the Amendment No. 3 Effective Date;

(c)

no Default or Event of Default shall exist, or would result from the incurrence of the Term B-3 Loans or the Additional Commitments and the consummation of the transactions contemplated hereby, including from the application of the proceeds therefrom;

(d)

the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Borrower dated as of the Amendment No. 3 Effective Date signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by the Borrower approving or consenting to this Amendment and the Term B-3 Loans and the Additional Commitments, (B) certifying that the certificate of formation and limited liability company agreement of the Borrower either (x) has not been amended since the Closing Date or (y) is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of the Borrower and (ii) certifying as to the matters set forth in clauses (b) and (c) above;

(e)

the Administrative Agent shall have received, on behalf of itself, the Term B-3 Lenders, the Revolving Credit Lenders and the Amendment No. 3 Additional Revolving Credit Commitment Lenders on the Amendment No. 3 Effective Date, a favorable written opinion of Weil, Gotshal & Xxxxxx LLP, counsel for Holdings, the Borrower and each other Loan Party, (A) dated the Amendment No. 3 Effective Date, (B) addressed to the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Term B-3 Lenders, the Revolving Credit Lenders and the Amendment No. 3 Additional Revolving Credit Commitment Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Agreement as the Administrative Agent shall reasonably request;

(f)

to the extent requested by the Administrative Agent or any Lender not less than five (5) Business Days prior to the Amendment No. 3 Effective Date, the Administrative Agent or such Lender shall have received not less than three (3) days prior to the Amendment No. 3 Effective Date (x) all documentation and other information about the Borrower and the Guarantors as the Administrative Agent or such Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, and (y) a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation;

(g)

the Administrative Agent shall have received a Committed Loan Notice executed by the Borrower with respect to the Term B-3 Loans to be incurred by the Borrower as of the Amendment No. 3 Effective Date; and

(h)

the Administrative Agent shall have received (or, in the case of clause (A) below, shall substantially simultaneously with the occurrence of the Amendment No. 3 Effective Date shall receive from the proceeds of the Term B-3 Loans made by the Additional Term B-3 Lender) from the Borrower funds sufficient to (A) repay the aggregate principal amount of all Term B Loans that are not converted to Term B-3 Loans and all Term B-2 Loans that are not converted to Term B-3 Loans, (B) pay all accrued and unpaid interest through but excluding the Amendment No. 3 Effective Date on the Term B Loans and the Term B-2 Loans, (C) pay all out-of-pocket expenses for which invoices have been presented at least three Business Days prior to the Amendment No. 3 Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Existing Credit Agreement in connection with this Amendment, (D) pay all accrued and unpaid interest on Revolving Credit Loans, accrued and unpaid fees related to Letters of Credit under Sections 2.03(h) and (i) of the Existing Credit Agreement and all accrued and unpaid fees relating to the Revolving Credit Commitments under Section 2.09(a) of the Existing Credit Agreement, in each case through but excluding the Amendment No. 3 Effective Date and (E) pay all fees payable to any Lenders or any of their respective Affiliates in connection with the Amendment.

For the avoidance of doubt, the Amendment No. 3 Effective Date is December 6, 2019.

Change to Security Agreement. The Security Agreement shall be amended as of the Amendment No. 3 Effective Date by adding the following text to the end of Section 6.11(b) immediately prior to the period appearing in such Section: “; provided that notwithstanding the foregoing, if any Grantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition

of “Excluded Subsidiary” in the Credit Agreement, such Grantor shall not be released from its obligations hereunder or any other Loan Document unless (x) such Grantor would no longer be a direct or indirect Subsidiary of the Borrower or (y) after giving pro forma effect to such release and the consummation of the relevant transaction, the Borrower would be permitted to make an Investment in such Person to be so released pursuant to clause (1) of the definition of “Permitted Investments” (and, if this clause (y) shall be applicable, Borrower shall be deemed to have made such an Investment in such Person pursuant to such clause (1)) in the Credit Agreement.

Increase of Initial Revolving Credit Commitments and Borrowing of Additional Term B-3 Loans. Subject to the terms and conditions set forth herein and in the Credit Agreement on the Amendment No. 3 Effective Date: (A) the Amendment No. 3 Additional Revolving Credit Commitment Lender(s), by its signature of this Amendment, agrees to make the Additional Commitments available to the Borrower and (B) the Additional Term B-3 Lender, by its signature of this Amendment, agrees to make the Additional Term B-3 Loans to the Borrower.

8.	Representations and Warranties. By its execution of this Amendment, each Loan Party hereby represents and warrants that:

(a)

the execution, delivery and performance of this Amendment is within such Loan Party’s corporate or other organizational powers and has been duly authorized by all necessary corporate or other organizational action of such Loan Party;

(b)

this Amendment has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and dealing; and

(c)

the execution and delivery of this Amendment by such Loan Party and the performance by such Loan Party hereof do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

9.	Reference to and Effect on Loan Documents; Reaffirmation of the Loan Parties.

(a)

On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement and the other Loan Documents to any of the Loan Documents, “this Agreement”, “hereunder”, “hereof’ or words of like import referring to any Loan Document shall mean and be a reference to the applicable Loan Document, as specifically amended by this Amendment.

(b)

Each Loan Party hereby consents to the amendment of the Existing Credit Agreement and the Loan Documents effected hereby and confirms and agrees that, notwithstanding

the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms and reaffirms, as of the date hereof, (i) that the existing security interests granted by such Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties (including, without limitation, the Term B-3 Lenders and Lenders providing Additional Commitments) pursuant to the Loan Documents in the Collateral described therein shall continue to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its Guaranty of the Obligations and the covenants and agreements contained in each of the other Loan Documents to which it is a party, including, in each case, such security interest, covenants and agreements as in effect immediately after giving to this Amendment and the transactions contemplated hereby. Neither the modification of the Existing Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

(c)

Each Lender party hereto or which signs and delivers a Consent hereby waives its right to reimbursement under Section 3.05 of the Existing Credit Agreement solely as it relates to any prepayment of any Term B Loan or Term B-2 Loan on the Amendment No. 3 Effective Date or any of the assignments of Revolving Credit Loans on the Amendment No 3 Effective Date deemed made pursuant to Section 4 above.

10.	Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 10.01 of the Credit Agreement.

11.

Entire Agreement. 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. The parties hereto acknowledge and agree that the amendment of the Existing Credit Agreement and the Security Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement, the Security Agreement or any other Loan Document as in effect prior to the Amendment No. 3 Effective Date.

12.	GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

13.

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.

14.

Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier, .pdf or other electronic imaging means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

15.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.

16.

Loan Document. On and after the Amendment No. 3 Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents (it being understood that for the avoidance of doubt this Amendment may be amended or waived solely by the parties hereto as set forth in Section 10 above).

17.

Restatement of Schedule of Revolving Credit Commitments. Notwithstanding anything to the contrary contained in any Loan Document, each Person listed on Schedule II and the Loan Parties hereby agree that the Revolving Credit Commitment of each such Person shall be as set forth opposite the name of such Person on Schedule II to this Amendment, the amount of which Revolving Credit Commitment shall be subject to increase or decrease following the Amendment No. 3 Effective Date in accordance with the terms of the Loan Documents. For the avoidance of doubt, any Non-Continuing Revolving Credit Lender shall no longer be a Revolving Credit Lender after giving effect to Amendment No. 3, and each Amendment No. 3 Revolving Credit Lender consents to such non-continuation of such Non-Continuing Revolving Credit Lender as a Revolving Credit Lender.

18.	Tax Treatment. On and after the Amendment No. 3 Effective Date, the initial Term B-3 Loans, whether issued for cash or in exchange for Term B Loans or Term B-2 Loans, shall be treated as a single fungible tranche for U.S. federal income tax purposes.

19.

Refinancing Amendment. Section 2 of this Amendment and Section 2.01(a) of the Credit Agreement shall constitute a “Refinancing Amendment” under the Existing Credit Agreement (such Sections shall be collectively referred to herein as the “2019 Refinancing Amendment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement. The Term B Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each Term B Lender and Term B-2 Lender to convert into Term B-3 Loans and the Additional Term B-3 Commitment shall constitute “Refinancing Commitments” under the Existing Credit Agreement (and the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under the Existing Credit Agreement), in each case to the extent that the Term B-3 Loans do not exceed the principal amount of such Refinanced Debt. The Loan Parties and all Lenders under the Credit Agreement immediately after giving effect to such 2019 Refinancing Amendment hereby approve

all other amendments to the Existing Credit Agreement contained in this Amendment (including the amendment and restatement of the Revolving Credit Commitments contained herein) and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment (and the aggregate amount of the Revolving Credit Commitments set forth on Schedule II hereto) and the Term B-3 Loans and hereby agree that any and all requirements of Section 2.15 of the Existing Credit Agreement and the Credit Agreement, solely as such Section 2.15 of either the Existing Credit Agreement or the Credit Agreement relate to the establishment and incurrence of the Term B-3 Loans on the Amendment No. 3 Effective Date, shall have been satisfied.

[signature pages to follow]

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


PHD INTERMEDIATE LLC
PORTILLO’S HOLDINGS, LLC
XXXXXXXX’X HOT DOGS, LLC

By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Chief Financial Officer


PHD CARD SERVICES, LLC

By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		President

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]


UBS AG, STAMFORD BRANCH, as Administrative Agent, L/C Issuer, Swing Line Lender, and Revolving Credit Lender

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Director


By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Associate Director


UBS AG, STAMFORD BRANCH, as Additional Term B-3 Lender

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Director


By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Associate Director


UBS AG, STAMFORD BRANCH, as Amendment No. 3 Additional Revolving Credit Commitment Lender

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Director


By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Associate Director

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]


BANK OF AMERICA, N.A., as Revolving Credit Lender

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]


JEFFERIES FINANCE LLC, as Revolving Credit Lender

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Managing Director

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time xxxxx thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Birch Grove CLO Ltd.,

By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: COO of its general partner, Birch Grove Advisors LLC

TERM B/TERM B-2 LENDER CONVERSION OPTION:

☑ The above Lender is a Term B Lender or a Term B-2 Lender and, in such capacity, agrees to (i) convert on the Amendment No. 3 Effective Date such Term B Lender’s or Term B-2 Lender’s, as the case may be, Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be, into Term B-3 Loans and (ii) be repaid on the Amendment No. 3 Effective Date the excess (if any) of the principal amount of the above Lender’s Term B Loans or Term B-2 Loans, as the case may be, over such Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be.

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

☐ The above Lender is a Term B Lender or Term B-2 Lender and, in such capacity, will not convert its Term B Loans or Term B-2 Loans, as the case may be, into Term B-3 Loans and shall have the principal amount of its Term B Loans or Term B-2 Loans, as the case may be, repaid on the Amendment No. 3 Effective Date.

REVOLVING CREDIT LENDERS:

☐ The above Person is a Revolving Credit Lender, or will be, on the Amendment No. 3 Effective Date, a Revolving Credit Lender, and consents to becoming a party to the Amendment and the Credit Agreement.

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT


Premia AmTrust 0000 Xxxxxxxxx Reinsurance Trust,

By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: COO of its general partner, Birch Grove Advisors LLC

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2012-3, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2012-4, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2013-1, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2013-2, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2013-3, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2013-4, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2014-1, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2014-2-R, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2014-3-R, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2014-4-R, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2014-5, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2015-1, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2015-4, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle Global Market Strategies CLO 2016-2 Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle US CLO 2016-4, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Carlyle US CLO 2017-1, Ltd.,

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Credit Opportunities Fund,
By: Xxxxxx, Xxxxxx & Company, L.P., Its Investment

Adviser

By: Xxxxxx, Xxxxxx & Company, Incorporated, Its General

Partner

By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Vice President, Legal and Compliance Analyst

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

☐ The above Lender is a Term B Lender or a Term B-2 Lender and, in such capacity, agrees to (i) convert on the Amendment No. 3 Effective Date such Term B Lender’s or Term B-2 Lender’s, as the case may be, Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be, into Term B-3 Loans and (ii) be repaid on the Amendment No. 3 Effective Date the excess (if any) of the principal amount of the above Lender’s Term B Loans or Term B-2 Loans, as the case may be, over such Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be.

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

☑ The above Lender is a Term B Lender or Term B-2 Lender and, in such capacity, will not convert its Term B Loans or Term B-2 Loans, as the case may be, into Term B-3 Loans and shall have the principal amount of its Term B Loans or Term B-2 Loans, as the case may be, repaid on the Amendment No. 3 Effective Date.

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Crestline Denali CLO XIV, LTD.,
By: Crestline Denali Capital, L.P., collateral manager for Crestline Denali CLO XIV, LTD.

By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Crestline Denali CLO XVI, LTD.,
By: Crestline Denali Capital, L.P., collateral manager

By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Crestline Denali CLO XVII, LTD.,
By: Crestline Denali Capital, L.P., collateral manager

By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Bean Creek CLO, Inc,
(Name Of Institution)

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Manager

[If a second signature is necessary:

By:
		Name:
		Title: ]

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Bean Creek CLO, Inc,
(Name of Institution)

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Manager

[If a second signature is necessary:

By:
		Name:
		Title: ]

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Deer Creek CLO, Inc,
(Name of Institution)

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Manager

[If a second signature is necessary:

By:
		Name:
		Title: ]

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Silver Creek CLO, Inc,
(Name of Institution)

By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Manager

[If a second signature is necessary:

By:
		Name:
		Title: ]

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Denali Capital CLO XII, Ltd.,
BY: Crestline Denali Capital, L.P., collateral manager for

DENALI CAPITAL CLO XII, LTD.

By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 19(B)-R, Ltd.,
By: GC Advisors LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 22(B)-R, Ltd.,
By: OPAL BSL LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 23(B)-R, Ltd.,
By: OPAL BSL LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 26(B)-R, Ltd.,
By: OPAL BSL LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 35(B), Ltd.,
By: GC Advisors LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 37(B), Ltd.,
By: OPAL BSL LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 39(B), Ltd.,
By: OPAL BSL LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 40(B), Ltd.,
By: OPAL BSL LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 41(B), Ltd.,
By: OPAL BSL LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Xxxxx Capital Partners CLO 43(B), Ltd.,
By: OPAL BSL LLC, as Collateral Manager

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Designated Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust,
By: PPM America, Inc., as sub-adviser

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Kayne CLO 4, Ltd.,

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Portfolio Manager

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Kayne CLO 5, Ltd.,

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Portfolio Manager

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Kayne CLO I, Ltd.,

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Portfolio Manager

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Kayne CLO II, Ltd.,

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Portfolio Manager

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Kayne CLO III, Ltd.,

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Portfolio Manager

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


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

By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Vice President, Legal and Compliance Analyst

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


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

By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Vice President, Legal and Compliance Analyst

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


PPM CLO 2 Ltd.,
By: PPM Loan Management Company, LLC, as Asset Manager

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


PPM CLO 2018-1 Ltd.,

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


PPM CLO 3 Ltd.,
By: PPM Loan Management Company, LLC, as Portfolio Manager

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


PPM Floating Rate Income Fund, a series of the PPM Funds,
By: PPM America, Inc., as agent and investment adviser on behalf of the Fund

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Schlumberger Group Trust Agreement,
By: Voya Investment Management Co. LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


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

By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Vice President, Legal and Compliance Analyst

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Senior Floating Rate Fund LLC,
By: Xxxxxx, Xxxxxx & Company, L.P., Its Investment Adviser By: Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner

By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Vice President, Legal and Compliance Analyst

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


,
UBS AG, STAMFORD BRANCH

By:		/s/ XXXXXXX X. XXXXXX
		Name: XXXXXXX X XXXXXX
		Title: ASSOCIATE DIRECTOR

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Director

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2012-4, Ltd.,
BY: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2013-1, Ltd.,
BY: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2013-2, Ltd.,
BY: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2013-3, Ltd.,
BY: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2014-1, Ltd.,
BY: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2014-2, Ltd.,
BY: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2014-3, Ltd.,
BY: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2014-4, Ltd.,
BY: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2015-1, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2015-2, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2015-3, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2016-1, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2016-2, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2016-3, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2016-4, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2017-1, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2017-2, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2017-3, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2017-4, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2018-1, Ltd.,
By: Voya Alternative Asset Management LLC, as its Portfolio Manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2018-2, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2018-3, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2018-4, Ltd.,
By: Voya Alternative Asset Management LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2019-1, Ltd.,
By: Voya Alternative Asset Management LLC, as its Investment Manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya CLO 2019-2, Ltd.,
By: Voya Alternative Asset Management LLC, as its Investment Manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


VOYA CLO 2019-3, LTD.,
By: Voya Alternative Asset Management LLC, as its Investment Manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


Voya MJP Senior Loan Fund,
By: Voya Investment Management Co. LLC, as its investment manager

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: VP

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


WM Pool—High Yield Fixed Interest Trust,
By: Xxxxxx, Xxxxxx & Company, L.P., its Investment Manager

By: Xxxxxx, Xxxxxx & Company, Incorporated, its General Partner

By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Vice President, Legal and Compliance Analyst

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG GLOBAL LOAN FUND 1 DESIGNATED ACTIVITY COMPANY,

By:		/s/ Xxxx Xxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxx
		Title: Authorized Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be.

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2014-1, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxx
		Title: Authorized Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be.

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2014-2, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxx
		Title: Authorized Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be.

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2014-3, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxx
		Title: Authorized Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be.

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2015-1, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxx
		Title: Authorized Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be.

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2015-2, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxx
		Title: Authorized Signatory

If a second signature is necessary:

By:
		Name:
		Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be.

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2016-1, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
Name:		Xxxx Xxxxxxxxxxx
Title:		Authorized Signatory

If a second signature is necessary:

By:
Name:
Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2017-1, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
Name:		Xxxx Xxxxxxxxxxx
Title:		Authorized Signatory

If a second signature is necessary:

By:
Name:
Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2017-2, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
Name:		Xxxx Xxxxxxxxxxx
Title:		Authorized Signatory

If a second signature is necessary:

By:
Name:
Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2018-1, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
Name:		Xxxx Xxxxxxxxxxx
Title:		Authorized Signatory

If a second signature is necessary:

By:
Name:
Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2018-2, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
Name:		Xxxx Xxxxxxxxxxx
Title:		Authorized Signatory

If a second signature is necessary:

By:
Name:
Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

CONSENT

Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender).


ICG US CLO 2019-1, Ltd.,

By:		/s/ Xxxx Xxxxxxxxxxx
Name:		Xxxx Xxxxxxxxxxx
Title:		Authorized Signatory

If a second signature is necessary:

By:
Name:
Title:

TERM B/TERM B-2 LENDER CONVERSION OPTION:

TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION:

REVOLVING CREDIT LENDERS:

[Portillo’s – Signature Page to Amendment No. 3 to First Lien Credit Agreement]

Exhibit A

AMENDED CREDIT AGREEMENT

[See attached.]

Attached to Execution Version of Amendment No. 3

DEAL CUSIP = 00000XXX0

REVOLVER CUSIP = 00000XXX0

XXXX LOAN CUSIP = 00000XXX0

FIRST LIEN CREDIT AGREEMENT

Dated as of August 1, ~~2014~~2014, as amended by

Amendment No. 1 dated as of October 25, 2016,

Amendment No. 2 dated as of May 18, 2018, and

Amendment No. 3 dated as of December 6, 2019

Among

PHD INTERMEDIATE LLC,

as Holdings,

PHD MERGER SUB LLC

(to be merged with and into XXXXXXXX’X HOLDINGS, LLC),

as the Borrower,

UBS AG, STAMFORD BRANCH,

as Administrative Agent,

UBS AG, STAMFORD BRANCH,

as L/C Issuer and Swing Line Lender,

and

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME

UBS SECURITIES LLC and

JEFFERIES FINANCE LLC,

as Joint Arrangers,

UBS SECURITIES LLC and

JEFFERIES FINANCE LLC,

as Joint Lead Bookrunners,

and

JEFFERIES FINANCE LLC,

as Syndication Agent


	TABLE OF CONTENTS
		Page
	ARTICLE I.
	DEFINITIONS AND ACCOUNTING TERMS

Section 1.01	Defined Terms		2
Section 1.02	Other Interpretive Provisions		84
Section 1.03	Accounting Terms		85
Section 1.04	Rounding		85
Section 1.05	References to Agreements, Laws, Etc		85
Section 1.06	Times of Day		85
Section 1.07	Timing of Payment of Performance		85
Section 1.08	Cumulative Credit Transactions		86
Section 1.09	Pro Forma Calculations		86
Section 1.10	Currency Generally		89

	ARTICLE II.
	THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01	The Loans		90
Section 2.02	Borrowings, Conversions and Continuations of Loans		91
Section 2.03	Letters of Credit		93
Section 2.04	Swing Line Loans		103
Section 2.05	Prepayments		107
Section 2.06	Termination or Reduction of Commitments		119
Section 2.07	Repayment of Loans		120
Section 2.08	Interest		121
Section 2.09	Fees		121
Section 2.10	Computation of Interest and Fees		122
Section 2.11	Evidence of Indebtedness		123
Section 2.12	Payments Generally		124
Section 2.13	Sharing of Payments		125
Section 2.14	Incremental Credit Extensions		126
Section 2.15	Refinancing Amendments		134
Section 2.16	Extension of Term Loans; Extension of Revolving Credit Loans		140
Section 2.17	Defaulting Lenders		144

	ARTICLE III.
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01	Taxes		146
Section 3.02	Illegality		149
Section 3.03	Inability to Determine Rates		150
Section 3.04	Increased Cost and Reduced Return; Capital Adequacy; Eurocurrency Rate Loan Reserves		000

-x-


Xxxxxxx 3.05	Funding Losses	154
Section 3.06	Matters Applicable to All Requests for Compensation	154
Section 3.07	Replacement of Lenders under Certain Circumstances	156
Section 3.08	Survival	158

	ARTICLE IV.
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01	Conditions to Initial Credit Extension	158
Section 4.02	Conditions to All Credit Extensions after the Closing Date	161

	ARTICLE V.
	REPRESENTATIONS AND WARRANTIES

Section 5.01	Existence, Qualification and Power; Compliance with Laws	161
Section 5.02	Authorization; No Contravention	162
Section 5.03	Governmental Authorization; Other Consents	162
Section 5.04	Binding Effect	162
Section 5.05	Financial Statements; No Material Adverse Effect	163
Section 5.06	Litigation	163
Section 5.07	Ownership of Property; Liens	163
Section 5.08	Environmental Matters	164
Section 5.09	Taxes	164
Section 5.10	ERISA Compliance	164
Section 5.11	Subsidiaries; Equity Interests	165
Section 5.12	Margin Regulations; Investment Company Act	165
Section 5.13	Disclosure	165
Section 5.14	Labor Matters	166
Section 5.15	Intellectual Property; Licenses, Etc	166
Section 5.16	Solvency	166
Section 5.17	Subordination of Junior Financing	166
Section 5.18	USA Patriot Act, Anti-Corruption Laws and Sanctions	166
Section 5.19	Security Documents	167

	ARTICLE VI.
	AFFIRMATIVE COVENANTS

Section 6.01	Financial Statements	168
Section 6.02	Certificates; Other Information	171
Section 6.03	Notices	171
Section 6.04	Payment of Taxes	172
Section 6.05	Preservation of Existence, Etc	172
Section 6.06	Maintenance of Properties	172
Section 6.07	Maintenance of Insurance	173
Section 6.08	Compliance with Laws	173
Section 6.09	Books and Records	173
Section 6.10	Inspection Rights	174

-ii-


Section 6.11	Additional Collateral; Additional Guarantors	174
Section 6.12	Compliance with Environmental Laws	176
Section 6.13	Further Assurances	176
Section 6.14	Designation of Subsidiaries	176
Section 6.15	Maintenance of Ratings	177
Section 6.16	Use of Proceeds	177
Section 6.17	Annual Lender Calls	177
Section 6.18	Post-Closing Actions	177

	ARTICLE VII.
	NEGATIVE COVENANTS

Section 7.01	Liens	178
Section 7.02	[Reserved]	182
Section 7.03	Indebtedness	183
Section 7.04	Fundamental Changes	187
Section 7.05	Dispositions	189
Section 7.06	Restricted Payments	191
Section 7.07	Change in Nature of Business	195
Section 7.08	Transactions with Affiliates	195
Section 7.09	Burdensome Agreements	197
Section 7.10	[Reserved]	198
Section 7.11	Financial Covenants	199
Section 7.12	Accounting Changes	199
Section 7.13	Prepayments, Etc. of Junior Financing	199
Section 7.14	Permitted Activities	201

	ARTICLE VIII.
	EVENTS OF DEFAULT AND REMEDIES

Section 8.01	Events of Default	201
Section 8.02	Remedies Upon Event of Default	204
Section 8.03	Application of Funds	204
Section 8.04	Borrower’s Right to Cure	205

	ARTICLE IX.
	ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 9.01	Appointment and Authority	207
Section 9.02	Rights as a Lender	207
Section 9.03	Exculpatory Provisions	208
Section 9.04	Reliance by Administrative Agent	209
Section 9.05	Delegation of Duties	209
Section 9.06	Resignation of Administrative Agent	209
Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	210
Section 9.08	No Other Duties, Etc	211
Section 9.09	Administrative Agent May File Proofs of Claim	211

-iii-


Section 9.10	Collateral and Guaranty Matters	212
Section 9.11	Secured Cash Management Agreements and Secured Hedge Agreements	213
Section 9.12	Withholding Tax Indemnity	213

	ARTICLE X.
	MISCELLANEOUS

Section 10.01	Amendments, Etc	214
Section 10.02	Notices and Other Communications; Facsimile Copies	218
Section 10.03	No Waiver; Cumulative Remedies	221
Section 10.04	Attorney Costs and Expenses	221
Section 10.05	Indemnification by the Borrower	222
Section 10.06	Payments Set Aside	224
Section 10.07	Successors and Assigns	224
Section 10.08	Confidentiality	233
Section 10.09	Setoff	234
Section 10.10	Interest Rate Limitation	235
Section 10.11	Counterparts; Electronic Execution of Assignments and Certain Other Documents	235
Section 10.12	Integration; Termination	236
Section 10.13	Survival of Representations and Warranties	236
Section 10.14	Severability	236
Section 10.15	GOVERNING LAW	237
Section 10.16	WAIVER OF RIGHT TO TRIAL BY JURY	237
Section 10.17	Binding Effect	238
Section 10.18	USA Patriot Act	238
Section 10.19	No Advisory or Fiduciary Responsibility	238
Section 10.20	INTERCREDITOR AGREEMENTS	239

	ARTICLE XI.
	GUARANTEE

Section 11.01	The Guarantee	241
Section 11.02	Obligations Unconditional	242
Section 11.03	Reinstatement	243
Section 11.04	Subrogation; Subordination	243
Section 11.05	Remedies	244
Section 11.06	Instrument for the Payment of Money	244
Section 11.07	Continuing Guarantee	244
Section 11.08	General Limitation on Guarantee Obligations	244
Section 11.09	Release of Guarantors	244
Section 11.10	Right of Contribution	245
Section 11.11	Keepwell	245

-iv-


SCHEDULES

I		Guarantors
II		Existing Investments
1.01A		Commitments
1.01F		Existing Letters of Credit
1.01G		Sale Leaseback Properties
5.06		Certain Litigation
5.07		Certain Real Property Liens
5.08		Certain Environmental Matters
5.11		Material Subsidiaries
6.18		Post-Closing Actions
7.01(b)		Existing Liens
7.03(b)		Existing Indebtedness
7.08		Transactions with Affiliates
7.09		Existing Restrictions
10.02		Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A		Committed Loan Notice
B		Swing Line Loan Notice
X-0		Xxxx X-0 Note
C-2		Revolving Credit Note
C-3		Swing Line Note
D-1		Compliance Certificate
D-2		Solvency Certificate
E-1		Assignment and Assumption
E-2		Affiliated Lender Notice
E-3		Acceptance and Prepayment Notice
E-4		Discount Range Prepayment Notice
E-5		Discount Range Prepayment Offer
E-6		Solicited Discounted Prepayment Notice
E-7		Solicited Discounted Prepayment Offer
E-8		Specified Discount Prepayment Notice
E-9		Specified Discount Prepayment Response
F		Security Agreement
G		Intercompany Note
H		United States Tax Compliance Certificate
I		Second Lien Intercreditor Agreement
J		First Lien Intercreditor Agreement
K		Form of Affiliated Lender Assignment and Assumption
L		Form Letter of Credit Report

-v-

FIRST LIEN CREDIT AGREEMENT

This FIRST LIEN CREDIT AGREEMENT is entered into as of August 1, 2014, among PHD INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), PHD MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), to be merged with and into XXXXXXXX’X HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and UBS AG, STAMFORD BRANCH, as L/C Issuer and Swing Line Lender.

PRELIMINARY STATEMENTS

Pursuant to the Agreement and Plan of Merger, dated as of June 27, 2014 (the “Merger Agreement”), by and among Holdings, Merger Sub, the Company, and RP & SP Holdings, Inc., a Delaware corporation, Merger Sub will, immediately following the initial funding hereunder, be merged with and into the Company with the Company surviving (the “Merger”).

The Borrower ~~has~~ requested that, substantially simultaneously with the consummation of (and in order to fund a portion of consideration for) the Merger, the Lenders extend credit to the Borrower in the form of (i) Term B Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an initial aggregate principal amount of $335,000,000 and (ii) Initial Revolving Credit Commitments in an initial aggregate principal amount of $30,000,000. The Initial Revolving Credit Commitments permit the issuance of one or more Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time.

The proceeds of the Term B Loans, together with (i) the proceeds of the Second Lien Initial Term Loans, (ii) the proceeds of the Initial Revolving Borrowing, (iii) the proceeds from the issuance of the Superholdco Preferred Stock and (iv) the proceeds of the Equity Contribution, will be used by the Borrower to pay the Merger Consideration and Transaction Expenses and to refinance certain Indebtedness.

On the Amendment No. 1 Effective Date, the Borrower requested and the Lenders made $71,000,000 in aggregate principal amount of Term B-2 Loans and other amendments to this Agreement were made on such date.

On the Amendment No. 2 Effective Date, the Maturity Date of the Initial Revolving Credit Commitments were extended on the terms set forth in Amendment No. 2.

On the Amendment No. 3 Effective Date, the Term B Loans and the Term B-2 Loans were either repaid or converted into Term B-3 Loans (and the aggregate principal amount of the Term B-3 Loans as of the Amendment No. 3 Effective Date was $332,400,000), the Maturity Date of the Initial Revolving Credit Commitments was further extended, the Initial Revolving Credit Commitments were increased by $5,000,000 to $50,000,000 and other amendments to this Agreement set forth in Amendment No. 3 were effectuated.

The applicable Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Discount” has the meaning set forth in Section 2.05(a)(v)(D)(2).

“Acceptable Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(D)(3).

“Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit E-3.

“Acceptance Date” has the meaning set forth in Section 2.05(a)(v)(D)(2).

“Acquired Indebtedness” means, with respect to any specified Person,

(a) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person, and

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the acquisition of the Company pursuant to the Merger Agreement.

“Additional Lender” means any Person that is not an existing Lender and has agreed to provide Incremental Commitments pursuant to Section 2.14 or Refinancing Commitments pursuant to Section 2.15.

“Additional Term B-3 Commitment” means the commitment of the Additional Term B-3 Lender to make a term loan on the Amendment No. 3 Effective Date in an aggregate amount equal to $332,400,000 minus the sum of (A) the aggregate principal amount of the Converted Term B Loans and (B) the aggregate principal amount of Converted Term B-2 Loans of all Lenders (which aggregate amount of Additional Term B-3 Commitment is equal to $309,109,624.64).

“ Additional Term B-3 Lender” means the Person identified as such in Amendment No. 3.

“ Adjustment” has the meaning specified in Section 3.03(c).

“Administrative Agent” means UBS, in its capacity as administrative agent and collateral agent under any of the Loan Documents, or any successor administrative agent and collateral agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Affiliated Lender” means, at any time, any Lender that is the Sponsor or an Affiliate of the Sponsor, but in any event excluding (1) Holdings, the Borrower or any of their respective Subsidiaries and (2) any Debt Fund Affiliate.

“Affiliated Lender Assignment and Assumption” has the meaning set forth in Section 10.07(k)(i).

“Affiliated Lender Cap” has the meaning set forth in Section 10.07(k)(iv).

“Agent Parties” has the meaning specified in Section 10.02(b).

“Agent-Related Distress Event” means, with respect to the Administrative Agent or any Person that directly or indirectly Controls the Administrative Agent (each, a “Distressed Agent-Related Person”), a voluntary or involuntary case with respect to such Distressed Agent-Related Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Agent-Related Person or any substantial part of such Distressed Agent-Related Person’s assets, or such Distressed Agent-Related Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Agent-Related Person to be, insolvent or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative Agent or any Person that directly or indirectly Controls the Administrative Agent by a Governmental Authority or an instrumentality thereof.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, officers, directors, employees, partners, agents, advisors and other representatives.

“Agents” means, collectively, the Administrative Agent, the Syndication Agent, the Arrangers and the Bookrunners.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this First Lien Credit Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a Eurocurrency Rate or Base Rate floor, or otherwise, in each case, incurred or payable by the Borrower generally to all lenders of such Indebtedness; provided that OID and upfront fees shall be equated to interest rate assuming a four (4)-year life to maturity (e.g. 100 basis points of original issue discount equals 25 basis points of interest rate margin for a four (4) year average life to maturity); and provided, further, that “All-In Yield” shall not include amendment fees, arrangement fees, structuring fees, ticking fees, unused line fees, commitment fees, underwriting fees and similar fees or other fees not paid generally to all lenders in the primary syndication of such Indebtedness.

“ Allocated Amount” has the meaning assigned to such term in Amendment No. 3.

“Amendment No. 1” means Amendment No. 1 to this Agreement, dated as of October 25, 2016, among the Borrower, Holdings, the other Loan Parties party thereto, the Administrative Agent and the Lenders party thereto.

“Amendment No. 1 Effective Date” shall mean the “Effective Date” under and as defined in Amendment No. 1.

“Amendment No. 2” means Amendment No. 2 to this Agreement, dated as of May 18, 2018, among the Borrower, Holdings, the other Loan Parties party thereto, the Administrative Agent and the Revolving Credit Lenders party thereto.

“Amendment No. 2 Effective Date” shall mean the “Amendment No. 2 Effective Date” under and as defined in Amendment No. 2.

“ Amendment No. 3” means Amendment No. 3 to this Agreement, dated as of December 6, 2019, among the Borrower, Holdings, the other Loan Parties party thereto, the Administrative Agent, the Amendment No. 3 Additional Revolving Credit Commitment Lender, the Additional Term B-3 Lender and the other Persons party thereto.

“ Amendment No. 3 Additional Revolving Credit Commitment Lender” has the meaning assigned to such term in Amendment No. 3.

“ Amendment No. 3 Effective Date” shall mean the “Amendment No. 3 Effective Date” under and as defined in Amendment No. 3. For the avoidance of doubt, the Amendment No. 3 Effective Date is December 6, 2019.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption applicable to Holdings or its Subsidiaries by virtue of such Person being organized or operating in such jurisdiction.

“Applicable Discount” has the meaning set forth in Section 2.05(a)(v)(C)(2).

“Applicable ECF Percentage” means, for any fiscal year, (a) 50% if the Secured Net Leverage Ratio as of the last day of such fiscal year is greater than 5.50 to 1.00, (b) 25% if the Secured Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 5.50 to 1.00 and greater than 5.00 to 1.00 and (c) 0% if the Secured Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 5.00 to 1.00.

“Applicable Rate” means a percentage per annum equal to with respect to: (a) Term B ~~and Term B-2~~-3 Loans, (A) for Eurocurrency Rate Loans, ~~4.50~~5.50%, (B) for Base Rate Loans, ~~3.50~~4.50 % and (b) Revolving Credit Loans (including Swing Line Loans), unused Revolving Credit Commitments and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans and Letter of Credit fees, 3.75%, (B) for Base Rate Loans, 2.75% and (C) for unused commitment fees, 0.50% and (ii) thereafter, the following percentages per annum, based upon the Consolidated First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


Applicable Rate
		Eurocurrency Rate			Base Rate
Pricing Level	Consolidated First Lien Net Leverage Ratio	Revolving Credit Loans and Letters of Credit			Revolving Credit Loans			Commitment Fee Rate
1	>4.25:1.00		3.75	%		2.75	%		0.500	%
2	£4.25:1.00 and >3.75:1.00		3.50	%		2.50	%		0.375	%
3	£3.75:1.00		3.25	%		2.25	%		0.250	%

Any increase or decrease in the Applicable Rate pursuant to clause (b) above resulting from a change in the Consolidated First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that if notification is provided to the Borrower that the Administrative Agent or the Required Revolving Credit Lenders have so elected, with respect to Revolving Credit Loans, Swing Line Loans, and unused Revolving Credit Commitments and Letter of Credit Fees, “Pricing Level 1” (immediately above) shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise

determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class of Loans, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit Lenders and (c) with respect to Swing Line Loans, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Bank” has the meaning set forth in clause (c) of the definition of “Cash Equivalents.”

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means each of UBS Securities LLC and Jefferies Finance LLC, each in its capacity as a joint lead arranger under this Agreement.

“Assignees” has the meaning set forth in Section 10.07(b)(i).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E-1 hereto.

“Assignment Taxes” has the meaning set forth in Section 3.01(b).

“Attorney Costs” means all reasonable and documented fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, subject to the second paragraph of Section 1.03, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(a)(v); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the prior written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent.

“Audited Financial Statements” has the meaning specified in the Merger Agreement (as in effect on the ~~date hereof~~Closing Date).

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“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.

“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.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as the Administrative Agent’s “prime rate” and (c) the Eurocurrency Rate plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day); provided that in no event shall the Base Rate with respect to Term B-3 Loans be less than 2.00% per annum. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate made by the Administrative Agent shall take effect at the opening of business on the day of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“ Beneficial Ownership Certification” means a certification regarding individual beneficial ownership solely to the extent expressly required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Big Boy Letter” means a letter from a Lender (i) acknowledging that (1) an Affiliated Lender may have information regarding Holdings and its Subsidiaries that has not previously been disclosed to the Administrative Agent and the Lenders (“Excluded Information”), (2) the Excluded Information may not be available to such Lender, (3) such Lender has independently and without reliance on any other party made its own analysis and determined to assign Term Loans to an Affiliated Lender pursuant to Section 10.07(k) notwithstanding its lack of knowledge of the Excluded Information and (4) such Lender waives and releases any claims it may have against the Administrative Agent, such Affiliated Lender, Holdings and its Subsidiaries with respect to the nondisclosure of the Excluded Information; or (ii) otherwise in form and substance reasonably satisfactory to the Administrative Agent, such Affiliated Lender and the assigning Lender.

“Board of Directors” means, for any Person, the board of directors or managers, the managing member or other governing body of such Person or, if such Person does not have such governing body and is owned or managed by a single entity, the Board of Directors of such

entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Borrower.

“Bookrunner” means each of UBS Securities LLC and Jefferies Finance LLC, each in its capacity as a joint bookrunner.

“Borrower” means (a) prior to the consummation of the Merger, Merger Sub and (b) upon and after the consummation of the Merger, the Company.

“Borrower Materials” has the meaning specified in Section 6.01.

“Borrower Offer of Specified Discount Prepayment” means the offer by any Company Party to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.05(a)(v)(B).

“Borrower Retained Prepayment Amounts” has the meaning specified in Section 2.05(b)(vii).

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D).

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York City, and if such day relates to any Eurocurrency Rate Loan, means any such day that is also a London Banking Day.

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Leases) by the Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries.

“Capitalized Lease Obligation” means, subject to the second paragraph of Section 1.03, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“Capitalized Leases” means, subject to the second paragraph of Section 1.03, all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries.

“Captive Insurance Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at the Administrative Agent (or another commercial bank selected by the Administrative Agent) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means to the extent owned by Holdings, the Borrower or any Restricted Subsidiary:

(a) (1) Dollars, pound sterling, Canadian dollars, yen or euros or any national currency of any Participating Member State of the EMU; and

(2) in the case of any Foreign Subsidiary that is a Restricted Subsidiary or any jurisdiction in which the Borrower and its Restricted Subsidiaries conducts business, such local currencies held by it from time to time in the ordinary course of business and not for speculation;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States having average maturities of not more than twenty-four (24) months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(c) time deposits or eurodollar time deposits with, insured certificates of deposit, bankers’ acceptances or overnight bank deposits of, or letters of credit issued by, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for

Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development and is a member of the Federal Reserve System, and (B) has combined capital and surplus of not less than $250,000,000 in the case of U.S. domestic banks and $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of foreign banks (any such bank in the foregoing clause (i) or (ii) being an “Approved Bank”), in each case with maturities not exceeding twenty four (24) months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Xxxxx’x, in each case with average maturities of not more than twenty-four (24) months from the date of acquisition thereof;

(e) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Xxxxx’x or S&P, respectively (or, if at any time neither Xxxxx’x nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower);

(f) repurchase obligations for underlying securities of the types described in clauses (b), (c) and (e) above entered into with any Approved Bank;

(g) securities with average maturities of twenty-four (24) months or less from the date of acquisition issued or fully guaranteed (i) by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by (ii) any foreign government, in each case, having an investment grade rating from either S&P or Xxxxx’x (or the equivalent thereof);

(h) Investments (other than in structured investment vehicles and structured financing transactions) with average maturities of twelve (12) months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Xxxxx’x;

(i) securities with maturities of twelve (12) months or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank;

(j) instruments equivalent to those referred to in clauses (a) through (i) above denominated in euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction;

(k) Investments, classified in accordance with GAAP as Current Assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by

financial institutions having capital of not less than $250,000,000 in the case of U.S. domestic banks and $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of foreign banks, and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a) through (i) of this definition; and

(l) investment funds investing at least 90% of their assets in securities of the types described in clauses (a) through (k) above.

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (l) (other than clause (g)(ii) above) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (l) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those specified in clause (a) above; provided that such amounts are converted into any currency listed in clause (a) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Lender, any Agent or any Affiliate of a Lender or an Agent and to any Person that was a Lender, an Agent or an Affiliate of a Lender or an Agent at the time of entering into any such services in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or Real Property (including any improvements thereon) to replace or repair such equipment, fixed assets or Real Property.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holdco” means any Domestic Subsidiary that has no material assets other than equity interests (or equity interests and indebtedness) of one or more Foreign Subsidiaries that are CFCs or any other Domestic Subsidiary that itself is a CFC Holdco.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or

directive (whether or not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all Laws relating thereto, all interpretations and applications thereof and any request, rule, guideline or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, in each case, for the purposes of this Agreement, be deemed to be adopted and taking effect subsequent to the date of this Agreement; provided that a Lender shall be entitled to compensation with respect to any such adoption or taking effect, change, administration, interpretation or application, making or issuance, in each case, becoming effective after the date of this Agreement only if it is the applicable Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.

“Change of Control” shall be deemed to occur if:

(a) (i) at any time prior to a Qualified IPO, the Permitted Holders cease to own, in the aggregate, directly or indirectly, beneficially, Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings, or

(ii) at any time upon or after the consummation of a Qualified IPO (1) any person (other than a Permitted Holder) or (2) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests of Holdings beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders;

unless, in the case of either clause (a)(i) or (a)(ii) above, the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors of Holdings;

(b) a “change of control” (or similar event) shall occur in any document pertaining to the Second Lien Credit Agreement, any Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Second Lien Incremental Equivalent Debt, any Second Lien Refinancing Equivalent Debt or, in each case, any Permitted Refinancing thereof and, in the case of any such Indebtedness which is unsecured or secured by a Lien on the Collateral which is junior to the Lien securing the Term B-3 Loans or the Initial Revolving Credit Commitments, such Indebtedness is in an aggregate outstanding principal amount in excess of the Threshold Amount; or

(c) Holdings shall cease to own 100% of the Equity Interests of the Borrower free of Liens (other than nonconsensual Liens permitted under Section 7.01 and Liens permitted under Sections 7.01(a), (bb) (solely to the extent the Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis shall be secured on a pari passu or senior basis with such Liens), (dd) and (gg)).

“Chicagoland ” means the following counties (x) located in the State of Illinois: Xxxx (including the City of Chicago), Lake, McHenry, DeKalb, DuPage, Kane, Kendall, Grundy, Will and Kankakee and (y) located in the State of Indiana: Lake, Xxxxxx and XxXxxxx.

“Class” means (i) with respect to Commitments or Loans, those of such Commitments or Loans that have the same terms and conditions (without regard to differences in the Type of Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection with such Commitments or Loans, or differences in tax treatment (e.g., “fungibility”)); provided that such Commitments or Loans may be designated in writing by the Borrower and Lenders holding such Commitments or Loans as a separate Class from other Commitments or Loans that have the same terms and conditions and (ii) with respect to Lenders, those of such Lenders that have Commitments or Loans of a particular Class. For the avoidance of doubt, the Term B-3 Loans constitute a “Class ” of Loans and the Initial Revolving Credit Commitments constitute a “Class” of Revolving Credit Commitments.

“Closing Date” means August 1, 2014.

~~“Closing Fee”~~ ~~has the meaning set forth in Section 2.09(c).~~

“Co-Investor” means (a) any Person (other than any Sponsor or Management Stockholder) who becomes a holder of Equity Interests in Holdings (or any of the direct or indirect parent companies of Holdings) on the Closing Date in connection with the Acquisition, (b) a Person, if any, that acquires, within sixty (60) days of the Closing Date, any Equity Interests in Holdings (or any of the direct or indirect parent companies of Holdings) held by any Sponsor as of the Closing Date, and (c) in each of clauses (a) and (b), an Affiliate of any such Person; provided, that, for purposes of the definition of “Permitted Holder”, Co-Investors shall only include for purposes of clauses (a) and (b) those Persons that have been disclosed in writing prior to the Closing Date to (and, solely in the case of clause (b) above, are reasonably acceptable to) the Arrangers.

“Code” means the U.S. Internal Revenue Code of 1986, and the United States Treasury Department regulations promulgated thereunder, as amended from time to time.

“Collateral” means the “Collateral” as defined in the Security Agreement and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets pledged pursuant to any Collateral Document.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) the Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Closing Date, pursuant to Section 4.01(a)(iv) and (ii) at such time as may be designated therein, pursuant to the Collateral Documents, Section 6.11 or 6.13, subject, in each case, to the limitations and exceptions of this Agreement and the Collateral Documents, duly executed by each Loan Party thereto;

(b) all Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) shall have been unconditionally guaranteed by Holdings and each Restricted Subsidiary of the Borrower t

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AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT