FIRST AMENDMENT Dated as of May 20, 2016 to THIRD AMENDED AND RESTATED CREDIT AGREEMENT among AVIS BUDGET HOLDINGS, LLC, AVIS BUDGET CAR RENTAL, LLC, as Borrower,

FIRST AMENDMENT

Dated as of May 20, 2016

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

among

AVIS BUDGET HOLDINGS, LLC,

AVIS BUDGET CAR RENTAL, LLC,

as Borrower,

The Subsidiary Borrowers from Time to Time Parties Hereto,
The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

DEUTSCHE BANK SECURITIES INC.,

as Syndication Agent,

CITIBANK, N.A.,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

and

THE ROYAL BANK OF SCOTLAND PLC,
as Co - Documentation Agents,

Dated as of October 3, 2014

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC.,

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

and

XXXXXX XXXXXXX SENIOR FUNDING, INC.
as Joint Lead Arrangers and Joint Bookrunners

FIRST AMENDMENT

FIRST AMENDMENT, dated as of May 20, 2016 (this “Amendment”), among AVIS BUDGET HOLDINGS, LLC (“Holdings”), AVIS BUDGET CAR RENTAL, LLC (the “Borrower”), the Extending Tranche B Term Lenders (as defined below), certain other Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx Senior Funding, Inc. are acting as joint lead arrangers and joint bookrunners in connection with this Amendment and the Extended Tranche B Term Facility (as defined below) (collectively, the “Joint Lead Arrangers and Joint Bookrunners”).

W I T N E S S E T H:

WHEREAS, reference is hereby made to the Third Amended and Restated Credit Agreement dated as of October 3, 2014 (as heretofore amended, supplemented or otherwise modified from time to time, the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among others, Holdings, the Borrower, the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto (the “Lenders”) and the Administrative Agent; and

WHEREAS, pursuant to Section 2.26 of the Existing Credit Agreement, the Borrower has requested and hereby offers to extend the maturity date of up to $970,000,000 of the outstanding Tranche B Term Loans (as defined in the Credit Agreement before giving effect to this Amendment) (the “Existing Tranche B Term Loans”), which represents the aggregate outstanding principal amount of all Existing Tranche B Term Loans, upon the terms and subject to the conditions set forth in this Amendment;

WHEREAS, this Amendment constitutes an Extension Offer;

WHEREAS, the Administrative Agent and the Extending Tranche B Term Lenders (as defined below) have agreed, upon the terms and subject to the conditions set forth herein, to the extension of the Existing Tranche B Term Loans of the Extending Tranche B Term Lenders to Extended Tranche B Term Loans (as defined in the Credit Agreement attached hereto as Exhibit A) (the “Extended Tranche B Term Loans”), and as permitted by Section 2.26 of the Existing Credit Agreement, the Existing Credit Agreement will be amended as set forth herein to effect the Extended Tranche B Term Loans without additional consent or approval of the other Lenders;

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

SECTION 1. Defined Terms. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement as amended hereby.

SECTION 2. Extension of Tranche B Term Loans.

(a) Subject to the terms and conditions set forth herein, each Lender that holds an Existing Tranche B Term Loan (an “Existing Tranche B Term Lender”) and executes and delivers a lender addendum (“Lender Addendum”) as an Extending Tranche B Term Lender (each such

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Lender, an “Extending Tranche B Term Lender”) (i) agrees to continue its Existing Tranche B Term Loans as Extended Tranche B Term Loans on the First Amendment Effective Date in a principal amount equal to the principal amount of such Extending Tranche B Term Lender’s Existing Tranche B Term Loans, (ii) agrees to the terms of this Amendment (including, for the avoidance of doubt, the amendments set forth in Section 3 of this Amendment) and (iii) agrees to all provisions of the Credit Agreement, as amended hereby, and to be a party to the Credit Agreement as a Lender and an Extending Tranche B Term Lender;

(b) For the avoidance of doubt, the Existing Tranche B Term Loans of an Extending Tranche B Term Lender must be continued in whole and may not be continued in part unless approved by JPMorgan Chase Bank, N.A. (in its capacity as a Joint Lead Arranger, the “Lead Arranger”); provided that the Lead Arranger reserves the right to allocate a lesser amount as Extended Tranche B Term Loans to an Extending Tranche B Term Lender.

(c)

For purposes hereof, an Existing Tranche B Term Lender may become a party to the Credit Agreement as amended hereby as an Extending Tranche B Term Lender as of the First Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to 5:00 PM, New York City time, on May 16, 2016 (or such later time as the Administrative Agent may agree in its sole discretion) (the “Extension Deadline”), a Lender Addendum in its capacity as an Extending Tranche B Term Lender. The Borrower shall give notice to the Administrative Agent of the proposed First Amendment Effective Date not later than two Business Days prior thereto (or such shorter time period as the Administrative Agent may agree in its sole discretion), and the Administrative Agent shall notify each Existing Tranche B Term Lender thereof. Each Existing Tranche B Term Lender that does not execute and deliver to the Administrative Agent, on or prior to the Extension Deadline, a Lender Addendum in its capacity as an Extending Tranche B Term Lender shall be deemed not to have accepted this Extension Offer and shall be a Non-Extending Tranche B Term Lender (as defined below). It is hereby understood and agreed that, (i) in accordance with Section 2.26 of the Credit Agreement, the Borrower may require each Non-Extending Tranche B Term Lender to assign its pro rata share of the Existing Tranche B Term Loans offered to be extended hereby to one or more assignees which have agreed to such assignment and to extend the maturity date to the Extended Tranche B Term Loan Maturity Date (and, for the avoidance of doubt, such Existing Tranche B Term Loans so assigned shall constitute Extended Tranche B Term Loans) and (ii) in accordance with the foregoing clause (i), as of the First Amendment Effective Date, JPMorgan Chase Bank, N.A. (in such capacity, the “Assignee”) shall purchase and assume Existing Tranche B Term Loans (which, after giving effect to such purchase and assumption, shall constitute Extended Tranche B Term Loans) from each Non-Extending Tranche B Term Lender on a pro rata basis in an aggregate amount equal to $244,695,877.64 (collectively, the “Assigned Loans”). The terms and conditions set forth in the form of Assignment and Assumption attached as Exhibit D to the Credit Agreement shall apply with respect to the purchase and assumption of the Assigned Loans by the Assignee and are hereby agreed to and incorporated herein by reference, mutatis mutandis.

(d) The Extended Tranche B Term Loans may from time to time be ABR Loans or Eurocurrency Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Section 2.12 of the Credit Agreement. Upon continuation, each Extending Tranche B Term Lender hereby agrees to waive any costs described in Section 2.20 of the Credit Agreement incurred by such Lender to the extent they may arise in connection with this Amendment or the transactions contemplated hereby.

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(e) The continuation undertakings of the Extending Tranche B Term Lenders are several and no such Extending Tranche B Term Lender will be responsible for any other such Extending Tranche B Term Lender’s failure to acquire by continuation its Extended Tranche B Term Loans.

(f) The effectiveness of the obligation of each Extending Tranche B Term Lender to acquire by continuation an Extended Tranche B Term Loan on the First Amendment Effective Date, in each case, is subject to the satisfaction of the conditions set forth in Section 5 of this Amendment.

(g) The continuation of the Extended Tranche B Term Loans may be implemented pursuant to other procedures specified by the Lead Arranger, including by repayment of the Existing Tranche B Term Loans of an Extending Tranche B Term Lender followed by a subsequent assignment to it of Extended Tranche B Term Loans in the same amount.

(h) The Existing Tranche B Term Loans of each Existing Tranche B Term Lender that is not an Extending Tranche B Term Lender (each such Lender, a “Non-Extending Tranche B Term Lender”) shall remain outstanding as Non-Extended Tranche B Term Loans (as defined in the Credit Agreement attached hereto as Exhibit A).

SECTION 3. Amendments of the Existing Credit Agreement to Effect the Extended Tranche B Term Loans.

(a) The Existing Credit Agreement is hereby amended in accordance with Exhibit A hereto: (i) by deleting each term thereof which is lined out and (ii) by inserting each term thereof which is double underlined, in each case in the place where such term appears therein.

(b) Each amendment of the Existing Credit Agreement set forth in this Section 3 is subject to the satisfaction of the conditions set forth in Section 5 of this Amendment.

SECTION 4. Representations and Warranties. On and as of the date hereof, the Borrower hereby confirms, reaffirms and restates that each of the representations and warranties set forth in Section 4 of the Credit Agreement are, after giving effect to this Amendment, true and correct in all material respects except to the extent that such representations and warranties expressly relate solely to a specific earlier date, and except for any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect,” or similar language, in which case the Borrower hereby confirms, reaffirms and restates that such representations and warranties are true and correct in all respects.

SECTION 5. Conditions to Effectiveness of this Amendment and the Extended Tranche B Term Loans. The effectiveness of this Amendment and the agreement of each Extending Tranche B Term Lender to continue its Existing Tranche B Term Loans as Extended Tranche B Term Loans is subject to the satisfaction of each of the following conditions (the date on which such conditions are satisfied, the “First Amendment Effective Date”):

(a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of Holdings and the Borrower.

(b) The Administrative Agent shall have received (i) a Lender Addendum executed and delivered by each Extending Tranche B Term Lender and (ii) counterparts of this Amendment executed and delivered by Lenders constituting the Required Lenders.

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(c) The Administrative Agent shall have received (i) a Guarantee and Collateral Acknowledgement substantially in the form attached hereto as Exhibit B, executed and delivered by each Loan Party (other than ABG) and (ii) a Guarantee Acknowledgement substantially in the form attached hereto as Exhibit C, executed and delivered by ABG.

(d) The Borrower shall have delivered all documentation and information as is reasonably requested in writing by the Extending Tranche B Term Lenders at least three days prior to the anticipated First Amendment Effective Date required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(e) (i) All fees required to be paid to the Administrative Agent, the Joint Lead Arrangers and Joint Bookrunners and the Extending Tranche B Term Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) and other compensation due and payable to the Administrative Agent, the Joint Lead Arrangers and Joint Bookrunners and the Extending Tranche B Term Lenders on or prior to the First Amendment Effective Date shall have been paid and (ii) all accrued and unpaid interest on the Existing Tranche B Term Loans, accrued to (but not including) the First Amendment Effective Date, shall have been paid.

(f) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the First Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization.

(g) The Administrative Agent shall have received an executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and its subsidiaries, substantially in the form of Exhibit E to the Credit Agreement, addressed to the Administrative Agent and the Extending Tranche B Term Lenders as of the First Amendment Effective Date.

(h) The Administrative Agent shall have received a solvency certificate in form and substance reasonably satisfactory to it from a Responsible Officer of the Borrower that shall document the solvency of the Borrower and its Subsidiaries after giving effect to the Extended Tranche B Term Loans and the application of the proceeds thereof.

(i) No Default or Event of Default shall have occurred and be continuing or would immediately result from the Extended Tranche B Term Loans requested to be made or from the application of the proceeds therefrom.

(j) Each of the representations and warranties set forth in Section 4 of the Credit Agreement (as amended by this Amendment) shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the First Amendment Effective Date as if made on such date, except to the extent that such representations and warranties expressly relate solely to a specific earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date and in all respects if any such representation and warranty is qualified by materiality).

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(k) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower stating the Borrower’s compliance with the conditions set forth in clauses (i) and (j) above of this Section 5.

(l) The Administrative Agent shall have received (i) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each of the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto in the event any such Mortgaged Properties are located within a special flood hazard area) and (ii) if any portion of any Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), evidence of flood insurance with a financially sound and reputable insurer in form and substance reasonably acceptable to the Administrative Agent.

(m) The aggregate principal amount of the Extended Tranche B Term Loans as of the First Amendment Effective Date shall be at least $500,000,000; provided that the condition in this clause (m) may be waived by the Borrower.

SECTION 6. Continuing Effect; No Other Amendments or Consents.

(a) Except as expressly provided herein, all of the terms and provisions of the Existing Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Existing Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any action requiring consent under any other provisions of the Existing Credit Agreement or the same subsection for any other date or time period. Upon the effectiveness of the amendments set forth herein, on and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

(b) The Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document and an Extension Offer.

SECTION 7. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Amendment, and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of one firm of counsel to the Administrative Agent in accordance with the terms in the Credit Agreement.

SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

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SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

AVIS BUDGET HOLDINGS, LLC

By: /s/ Xxxxxxxx X. Xxxxxxx

Name: Xxxxxxxx X. Xxxxxxx

Title: Senior Vice President and Treasurer

AVIS BUDGET CAR RENTAL, LLC

By: /s/ Xxxxxxxx X. Xxxxxxx

Name: Xxxxxxxx X. Xxxxxxx

Title: Senior Vice President and Treasurer

[Signature Page to First Amendment]

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Executive Director

[Signature Page to First Amendment]

Northwoods Capital IX, Limited, as a Lender

By: /s/ Xxxxxxx X’Xxxxxx

Name: Xxxxxxx X’Xxxxxx

Title:

[Signature Page to First Amendment]

JFIN CLO 2007, as a Lender

By: Apex Credit Partners, as Collateral Manager

By: /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Managing Director

[Signature Page to First Amendment]

BAC Florida Bank, as a Lender

By: /s/ Xxxxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxxx

Title: Division Head, Corporate Banking

[Signature Page to First Amendment]

Bank of Montreal, as a Lender

By: /s/ Xxxxxxxxxxx X Xxxxx

Name: Xxxxxxxxxxx X Xxxxx

Title: Vice President

[Signature Page to First Amendment]

BARCLAYS BANK PLC, as a Lender

By: /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Vice President

[Signature Page to First Amendment]

Nantucket CLO 1 Ltd., as a Lender
By: Fortis Investment Management USA, Inc.
As Attorney-in-Fact

By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Portfolio Manager

[Signature Page to First Amendment]

Nantucket CLO 1 Ltd., as a Lender
By: Fortis Investment Management USA, Inc.
As Attorney-in-Fact

By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Portfolio Manager

[Signature Page to First Amendment]

Crédit Agricole Corporate and Investment Bank,

as a Lender

By: /s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Director

By: /s/ Xxxxxx Xxx

Name: Xxxxxx Xxx

Title: Director

[Signature Page to First Amendment]

ATLAS SENIOR LOAN FUND, LTD., as a Lender
By: Crescent Capital Group LP, its adviser

By: /s/ Xxxxx XxXxxx

Name: Xxxxx XxXxxx

Title: Vice President

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

ATLAS SENIOR LOAN FUND II, LTD., as a Lender
By: Crescent Capital Group LP, its adviser

By: /s/ Xxxxx XxXxxx

Name: Xxxxx XxXxxx

Title: Vice President

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

[Signature Page to First Amendment]

RIZAL COMMERCIAL BANKING CORPORATION, as a Lender
By: Its Investment Advisor, CVC Credit Partners, LLC

By: /s/ Xxxxxxxx Xxxxxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

[Signature Page to First Amendment]

Apidos CDO V, as a Lender
By: Its Investment Advisor CVC Credit Partners, LLC

By: /s/ Xxxxxxxx Xxxxxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

[Signature Page to First Amendment]

Apidos Cinco CDO, as a Lender
By: Its Investment Advisor CVC Credit Partners, LLC

By: /s/ Xxxxxxxx Xxxxxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

San Xxxxxxx CLO I, LTD, as a Lender
By: Its Investment Advisor, CVC Credit Partners, LLC
on behalf of Resource Capital Asset Management (RCAM)

By: /s/ Xxxxxxxx Xxxxxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

[Signature Page to First Amendment]

Shasta CLO I, LTD, as a Lender
By: Its Investment Advisor, CVC Credit Partners, LLC
on behalf of Resource Capital Asset Management (RCAM)

By: /s/ Xxxxxxxx Xxxxxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

[Signature Page to First Amendment]

DENALI CAPITAL CLO VII, LTD., as a Lender
By: DC Funding Partners LLC, portfolio manager
(or as applicable collateral manager) for
DENALI CAPITAL CLO VII, LTD.

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx Xxxxx

Title: Managing Director

By:

Name:

Title:

[Signature Page to First Amendment]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Vice President

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Director

[Signature Page to First Amendment]

Xxxx Force 3 CLO, Ltd., as a Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By: /s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

By:

Name:

Title:

[Signature Page to First Amendment]

Innwood Park CDO LTD., as a Lender
By: Blackstone Debt Advisors LP
As Collateral Manager

By: /s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

By:

Name:

Title:

[Signature Page to First Amendment]

Prospect Park CDO Ltd., as a Lender
By: Blackstone Debt Advisors L.P.
As Collateral Manager

By: /s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

By:

Name:

Title:

[Signature Page to First Amendment]

Maps CLO Fund II, Ltd., as a Lender
By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager

By: /s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

By:

Name:

Title:

[Signature Page to First Amendment]

Lloyds Bank plc, as a Lender

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Senior Vice President
Transaction Execution
Category A
P003

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Assistant Vice President
Transaction Execution
Category A D006

[Signature Page to First Amendment]

Venture IX CDO, Limited, as a Lender
By: Its investment advisor, MJX Asset Management LLC

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

[Signature Page to First Amendment]

Venture VI CDO Limited, as a Lender
By: Its investment advisor, MJX Asset Management LLC

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

[Signature Page to First Amendment]

Venture X CLO, Limited, as a Lender
By: Its investment advisor, MJX Asset Management LLC

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

[Signature Page to First Amendment]

Venture VIII CDO, Limited, as a Lender
By: Its investment advisor, MJX Asset Management LLC

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Portfolio Manager

By:

Name:

Title:

[Signature Page to First Amendment]

XXXXXX XXXXXXX BANK, N.A., as a Lender

By: /s/ Emanuel Ma

Name: Emanuel Ma

Title: Authorized Signatory

[Signature Page to First Amendment]

XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Lender

By: /s/ Emanuel Ma

Name: Emanuel Ma

Title: Vice President

[Signature Page to First Amendment]

Natixis New York Branch, as a Lender

By: /s/ Xxxxxx Xxx

Name: Xxxxxx Xxx

Title: Director

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Managing Director

[Signature Page to First Amendment]

LightPoint CLO VII, Ltd., as a Lender
By: Xxxxxxxxx Xxxxxx Investment Advisers LLC
as collateral manager

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

By:

Name:

Title:

[Signature Page to First Amendment]

LightPoint Pan-European CLO 2007-1 Plc, as a Lender
By: Xxxxxxxxx Xxxxxx Investment Advisers LLC
as collateral manager

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

By:

Name:

Title:

[Signature Page to First Amendment]

Xxxxxxxxx Xxxxxx CLO XII, LTD, as a Lender
By: Xxxxxxxxx Xxxxxx Investment Advisers LLC
as collateral manager

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

By:

Name:

Title:

[Signature Page to First Amendment]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender

By: /s/ Xxxxxx Xxxxxxxxxx

Name: Xxxxxx Xxxxxxxxxx

Title: Director

[Signature Page to First Amendment]

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Authorized Signatory

[Signature Page to First Amendment]

Xxxxx Street CLO II Ltd.
By: Seix Investment Advisors LLC, as Collateral Manager

Mountain View CLO II Ltd.
By: Seix Investment Advisors LLC, as Collateral Manager

Mountain View CLO III Ltd.
By: Seix Investment Advisors LLC, as Collateral Manager

as Lenders

By: /s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Managing Director

[Signature Page to First Amendment]

Sumitomo Mitsui Banking Corporation, as a Lender

By: /s/ Xxxxx X. Xxx

Name: Xxxxx X. Xxx

Title: Managing Director

[Signature Page to First Amendment]

ROYAL BANK OF CANADA, as a Lender

By: /s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Authorized Signatory

[Signature Page to First Amendment]

SunTrust Bank, as a Lender

By: /s/ Xxxxxxxx Xxxx

Name: Xxxxxxxx Xxxx

Title: Vice President

[Signature Page to First Amendment]

Symphony CLO II, LTD., as a Lender
By: Symphony Asset Management LLC

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Portfolio Manager

[Signature Page to First Amendment]

Grant Grove CLO, Ltd
By: Tall Tree Investment Management, LLC,
as Collateral Manager

as a Lender

By: /s/ Xxxxxxx X. Xxxxxxxx Xx.

Name: Xxxxxxx X. Xxxxxxxx Xx.

Title: Officer

[Signature Page to First Amendment]

Xxxx Grove CLO, Ltd
By: Tall Tree Investment Management, LLC
as Collateral Manager

as a Lender

By: /s/ Xxxxxxx X. Xxxxxxxx Xx.

Name: Xxxxxxx X. Xxxxxxxx Xx.

Title: Officer

[Signature Page to First Amendment]

The Bank of Nova Scotia, as a Lender

By: /s/ Xxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxx X. Xxxxxxxx

Title: Execution Head & Director

[Signature Page to First Amendment]

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Authorized Signatory

[Signature Page to First Amendment]

Trimaran CLO VII Ltd., as a Lender
By: Trimaran Advisors, L.L.C.

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Authorized Signatory

By:

Name:

Title:

[Signature Page to First Amendment]

U.S. Bank, National Association, as a Lender

By: /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Vice President

[Signature Page to First Amendment]

UNICREDIT BANK AG, NEW YORK BRANCH,
as a Lender

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Director

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Associate Director

[Signature Page to First Amendment]

Voya CLO II Ltd., as a Lender
By: Voya Alternative Asset Management LLC, as its investment manager

By: /s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: Senior Vice President

By:

Name:

Title:

[Signature Page to First Amendment]

Voya CLO III Ltd., as a Lender
By: Voya Alternative Asset Management LLC, as its investment manager

By: /s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: Senior Vice President

By:

Name:

Title:

[Signature Page to First Amendment]

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Mill Creek CLO, Ltd.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

[X] CHECK HERE TO CONFIRM LENDER ELECTS TO CONTINUE ALL OF ITS EXISTING TRANCHE B TERM LOANS AS EXTENDED TRANCHE B TERM LOANS IN AN AMOUNT AS SET FORTH IN THE REGISTER AS OF THE FIRST AMENDMENT EFFECTIVE DATE (OR A LESSER AMOUNT AS ALLOCATED TO SUCH LENDER BY THE LEAD ARRANGER) PURSUANT TO AN EXTENSION.

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	AllianceBernstein Institutional Investments - AXA High Yield Loan II Portfolio By: AllianceBernstein L.P., as Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Janegail Orringer

Name: Janegail Orringer

Title: Senior Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	AllianceBernstein Institutional Investments - AXA High Yield Loan Portfolio By: AllianceBernstein L.P., as Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Janegail Orringer

Name: Janegail Orringer

Title: Senior Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	JFIN CLO 2014 LTD

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Managing Director



Name of Institution:	JFIN CLO 2014-II LTD

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Managing Director

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	APOLLO AF LOAN TRUST 2012 By: Apollo Credit Management (Senior Loans) II, LLC, as Portfolio Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Gulf Stream - Sextant CLO 2007-1, Xxx. Xx: Gulf Stream Asset Management LLC, as Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxx Xxxxxxx

Name: Xxx Xxxxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Stone Tower Loan Trust 2010 By: Apollo Fund Management LLC, As its Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Stone Tower Loan Trust 2011 By: Apollo Fund Management LLC, As its Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	BABSON CLO LTD. 2013-I BABSON CLO LTD. 2013-II BABSON CLO LTD. 2014-III SAPPHIRE VALLEY CDO I, LTD.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx XxXxxxxx

Name: Xxxxx XxXxxxxx

Title: Managing Director



Name of Institution:	AMBITION TRUST 2009 AMBITION TRUST 2011

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx XxXxxxxx

Name: Xxxxx XxXxxxxx

Title: Managing Director



Name of Institution:	C.M. LIFE INSURANCE COMPANY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

Signature Page to Lender Addendum

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx XxXxxxxx

Name: Xxxxx XxXxxxxx

Title: Managing Director

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Beneficial Bank

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxx

Name: Xxxx Xxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Houston Casualty Company By: BlackRock Investment Management, LLC, its Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	55 Loan Strategy Fund a series Trust of Multi Manager Global Investment Trust By: BlackRock Financial Management Inc., its Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	55 Loan Strategy Fund Series 2 A Series Trust of Multi Manager Global Investment Trust By: BlackRock Financial Management Inc., its Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Scor Reinsurance Company By: BlackRock Financial Management, Inc., its Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	U.S. Specialty Insurance Company By: BlackRock Investment Management, LLC, its Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	UnitedHealthcare Insurance Company By: BlackRock Financial Management Inc., its Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	BlueMountain CLO 2012-2 Ltd By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Operations Analyst

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	BlueMountain CLO 2013-1 LTD By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Operations Analyst

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	BlueMountain CLO 2013-2 LTD By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Operations Analyst

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Global Credit Return Fund N.V. in relation to the series 2009-01 Notes

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx Xxxx

Name: Xxxxxx Xxxxx Xxxx

Title: Operations Analyst

For any institution requiring a second signature line:

By:

/s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Portfolio Manager

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	CATHEDRAL LAKE II, LTD.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx Xxx

Name: Xxxxxxx Xxx

Title: Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Cathay Bank

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Senior Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Citizens Trust Bank

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxxxx X. Xxxxxxx

Name: Xxxxxxxxx X. Xxxxxxx, Xx.

Title: EVP, Chief Credit Officer

For any institution requiring a second signature line:

By:

/s/ Xxxxxx X. Xxx

Name: Xxxxxx X. Xxx

Title: EVP, CFO

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Cent CDO 12 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Assistant Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Cent CDO 14 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Assistant Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Cent CDO 15 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Assistant Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Cent CDO 9 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Assistant Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Assistant Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	RiverSource Life Insurance Company

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Assistant Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Congressional Bank

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: EVP, COO & CCO

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	ATLAS SENIOR LOAN FUND V, LTD., By: Crescent Capital Group LP, its adviser

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx XxXxxx

Name: Xxxxx XxXxxx

Title: Vice President

For any institution requiring a second signature line:

By:

/s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	ATLAS SENIOR LOAN FUND VI, LTD., By: Crescent Capital Group LP, its adviser

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx XxXxxx

Name: Xxxxx XxXxxx

Title: Vice President

For any institution requiring a second signature line:

By:

/s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	ACA CLO 2007-1, LTD By: Its Investment Advisor CVC Credit Partners, LLC

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxxx Xxxxxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxxxxx

Title: Senior Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



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

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxxx Xxxxxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxxxxx

Title: Senior Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



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

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxxx Xxxxxxxxxxxx

Name: Xxxxxxxx Xxxxxxxxxxxx

Title: Senior Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



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

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx X. Xxxxx

Name: Xxxxx Xxxxx

Title: Managing Director

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Deutsche Global High Income Fund, Inc. By: Deutsche Investment Management Americas Inc. Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director High Yield

For any institution requiring a second signature line:

By:

/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Deutsche Global Income Builder Fund By: Deutsche Investment Management Americas Inc. Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director High Yield

For any institution requiring a second signature line:

By:

/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Deutsche High Income Opportunities Fund, Inc. By: Deutsche Investment Management Americas Inc. Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director High Yield

For any institution requiring a second signature line:

By:

/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Deutsche High Income Trust By: Deutsche Investment Management Americas Inc. Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director High Yield

For any institution requiring a second signature line:

By:

/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Deutsche Multi Market Income Trust By: Deutsche Investment Management Americas Inc. Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director High Yield

For any institution requiring a second signature line:

By:

/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Deutsche Strategic Income Trust By: Deutsche Investment Management Americas Inc. Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director High Yield

For any institution requiring a second signature line:

By:

/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Deutsche Unconstrained Income VIP By: Deutsche Investment Management Americas Inc. Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director High Yield

For any institution requiring a second signature line:

By:

/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	EAST WEST BANK

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Senior Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Innovation Trust 2009 By: Xxxxx Xxxxx Management as Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Xxxxx Xxxxx CDO VIII, Ltd. By: Xxxxx Xxxxx Management as Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Xxxxx Xxxxx CLO 2013-1 LTD By: Xxxxx Xxxxx Management as Portfolio Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	ERSTE GROUP BANK AG

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxx

Name: Xxxx Xxx

Title: Managing Director

For any institution requiring a second signature line:

By:

/s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Senior Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	FIRSTMERIT BANK, N.A.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Senior Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	GSO Loan Trust 2010 By: GSO Capital Advisors LLC, As its Investment Advisor

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Gramercy Park CLO Ltd. By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Optum Bank, Inc. By: GSO Capital Advisors LLC as Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Sheridan Square CLO, Ltd. By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	United HealthCare Insurance Company By: GSO Capital Advisors LLC as Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	United HealthCare Insurance Company By: GSO Capital Advisors II LLC as Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



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

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Authorized Person

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



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

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Authorized Person

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Guggenheim U.S. Loan Fund III By: Guggenheim Partners Investment Management, LLC, as Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Authorized Person

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	ACIS CLO 2014-3, Ltd. By: Highland Capital Management, L.P., as Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	ACIS CLO 2014-4, Ltd.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	ACIS CLO 2014-5, Ltd.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	ACIS CLO 2015-6, Ltd.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Rockwall CDO II, Ltd. By: Highland Capital Management, L.P., As Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Westchester CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	NexBank SSB

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxxxxxxxx

Name: Xxxx Xxxxxxxxxx

Title: COO

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Limerock CLO I By: Invesco Senior Secured Management, Inc. as Investment Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Authorized Individual

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	XX XXXXXX XXXXX BANK N.A.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Authorized Signatory

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	KBC Bank N.V., New York Branch

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Managing Director

For any institution requiring a second signature line:

By:

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	SureTec Insurance Company

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxxx News

Name: Xxxxxxxx News

Title: Sr. Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Venture XI CLO, Limited By: Its Investment Advisor, MJX Asset Management, LLC

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	VENTURE XII CLO, Limited By: Its Investment Advisor MJX Asset Management LLC

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	VENTURE XIII CLO, Limited By: Its Investment Advisor MJX Asset Management LLC

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	VENTURE XIV CLO, Limited By: Its Investment Advisor MJX Asset Management LLC

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	JNL/Xxxxxxxxx Xxxxxx Strategic Income Fund

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Maryland State Retirement and Pension System By: Xxxxxxxxx Xxxxxx Investment Advisers LLC as Collateral Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Xxxxxxxxx Xxxxxx Investment Funds II PLC - Xxxxxxxxx Xxxxxx US/European Senior Floating Rate Income Fund

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Xxxxxxxxx Xxxxxx Strategic Income Fund

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	XXXXXXXXX XXXXXX US STRATEGIC INCOME FUND

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Hallmark Insurance Company

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: SVP

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Hallmark Specialty Insurance Company

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: SVP

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Octagon Loan Trust 2010 By: Octagon Credit Investors, LLC, as Investment Manager on behalf of The Bank of New York Trust Company (Cayman) Limited, as Trustee of Octagon Loan Trust 2010

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxxx Xxxx Lem

Name: Xxxxxxxx Xxxx Lem

Title: Director of Portfolio Administration

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Octagon Delaware Trust 2011 By: Octagon Credit Investors, LLC, as Portfolio Manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxxx Xxxx Lem

Name: Xxxxxxxx Xxxx Lem

Title: Director of Portfolio Administration

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Prudential Global Investment Management, Inc.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxxxx

Name: Xxxxxx Xxxxxxxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	PineBridge Investments LLC

Executing as an Extending Tranche B Lender

   Galaxy XIV CLO, Ltd.
   By: PineBridge Investments LLC
   As Collateral Manager

By:

/s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	PineBridge Investments LLC

Executing as an Extending Tranche B Lender

   Galaxy XV CLO, Ltd.
   By: PineBridge Investments LLC
   As Collateral Manager

By:

/s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	XXXXXXX XXXXX BANK, N.A.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Vice President

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	State Street Bank and Trust Company

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	STIFEL BANK & TRUST

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxxx X. Xxxx

Name: Xxxxxxxx X. Xxxx

Title: Senior Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Sumitomo Mitsui Trust Bank, Limited, NY Branch

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx X. Xxx XX

Name: Xxxxxx X. Xxx XX

Title: Head of Documentation Americas

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Symphony CLO II, LTD., as a Lender
By: Symphony Asset Management LLC

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Portfolio Manager

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Symphony CLO IX, Limited Partnership By: Symphony Asset Management LLC

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Portfolio Manager

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



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

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Katonah 2007-I CLO Ltd.

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Authorized Signatory

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Voya CLO 2013-1, Ltd. By: Voya Alternative Asset Management LLC, as its investment manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: Senior Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Voya CLO IV, Ltd. By: Voya Alternative Asset Management LLC, as its investment manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: Senior Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Voya CLO V, Ltd. By: Voya Alternative Asset Management LLC, as its investment manager

Executing as an Extending Tranche B Lender

By:

/s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: Senior Vice President

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	XXXXX FARGO BANK, NATIONAL ASSOCIATION

Executing as an Extending Tranche B Lender

By:

/s/ Xxxxxxx Xxxxxxxx

Name: Xxxxxxx Xxxxxxxx

Title: Director

For any institution requiring a second signature line:

By:

Name:

Title:

Signature Page to Lender Addendum

Lender Addendum - Extending Tranche B Term Lender



Name of Institution:	Ocean Trails CLO II, as a Leader

Executing as an Extending Tranche B Lender

By: West Gate Horizons Advisors LLC
as Asset Manager

By:

/s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Vice President

Signature Page to Lender Addendum

CONFORMED VERSION EXHIBIT A

THIRD AMENDED AND RESTATED CREDIT AGREEMENT*

among

AVIS BUDGET HOLDINGS, LLC,

AVIS BUDGET CAR RENTAL, LLC,

as Borrower,

AVIS BUDGET GROUP, INC.,

The Subsidiary Borrowers from Time to Time Parties Hereto,

The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

DEUTSCHE BANK SECURITIES INC.,

as Syndication Agent,

CITIBANK, N.A.,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

and

THE ROYAL BANK OF SCOTLAND PLC

as Co - Documentation Agents,

Dated as of October 3, 2014

JPMORGAN SECURITIES LLC,

CITIGROUP GLOBAL MARKETS INC.

and

DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

*As amended by the Administrative Amendment, dated as of October 22, 2014, and the First Amendment, dated as of May 20, 2016.



		TABLE OF CONTENTS
			Page
SECTION	1	DEFINITIONS	1
	1.1	Defined Terms	1
	1.2	Other Definitional Provisions	35
SECTION	2	AMOUNT AND TERMS OF COMMITMENTS	37
	2.1	Term Commitments	37
	2.2	Procedure for Term Loan Borrowing	37
	2.3	Repayment of Term Loans	38
	2.4	Revolving Commitments	40
	2.5	Procedure for Revolving Loan Borrowing	40
	2.6	Swingline Commitment	41
	2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans	41
	2.8	Commitment Fees, etc	43
	2.9	Termination or Reduction of Revolving Commitments	43
	2.1	Optional Prepayments	44
	2.11	Mandatory Prepayments	44
	2.12	Conversion and Continuation Options	45
	2.13	Limitations on Eurocurrency Tranches	45
	2.14	Interest Rates and Payment Dates	45
	2.15	Computation of Interest and Fees	46
	2.16	Inability to Determine Interest Rate	47
	2.17	Pro Rata Treatment and Payments	47
	2.18	Requirements of Law	49
	2.19	Taxes	50
	2.2	Indemnity	53
	2.21	Change of Lending Office	53
	2.22	Replacement of Lenders	53
	2.23	Incremental Facilities	54
	2.24	Prepayments Required Due to Currency Fluctuation	57
	2.25	Defaulting Lenders	57
	2.26	Extension of the Facilities	60
SECTION	3	LETTERS OF CREDIT	63
	3.1	L/C Commitment	63
	3.2	Procedure for Issuance of Letter of Credit	64
	3.3	Fees and Other Charges	64
	3.4	L/C Participations	65
	3.5	Reimbursement Obligation of the Borrower	66
	3.6	Obligations Absolute	66
	3.7	Letter of Credit Payments	67
	3.8	Applications	67
	3.9	Existing Letters of Credit	67



SECTION	4	REPRESENTATIONS AND WARRANTIES	67
	4.1	Financial Condition	67
	4.2	No Change	68
	4.3	Existence; Compliance with Law	68
	4.4	Power; Authorization; Enforceable Obligations	68
	4.5	No Legal Bar	68
	4.6	Litigation	68
	4.7	No Default	69
	4.8	Ownership of Property; Liens	69
	4.9	Intellectual Property	69
	4.1	Taxes	69
	4.11	Federal Regulations	69
	4.12	ERISA	69
	4.13	Investment Company Act; Other Regulations	70
	4.14	Subsidiaries	70
	4.15	Use of Proceeds	70
	4.16	Accuracy of Information, etc	70
	4.17	Security Documents	71
	4.18	Anti-Corruption Laws and Sanctions	71
SECTION	5	CONDITIONS PRECEDENT	72
	5.1	Amendment and Restatement Effective Date	72
	5.2	Conditions to Each Extension of Credit	73
SECTION	6	AFFIRMATIVE COVENANTS	74
	6.1	Financial Statements	74
	6.2	Certificates; Other Information	75
	6.3	Payment of Obligations	75
	6.4	Maintenance of Existence; Compliance	76
	6.5	Maintenance of Property; Insurance	76
	6.6	Inspection of Property; Books and Records; Discussions	76
	6.7	Notices	76
	6.8	Environmental Laws	77
	6.9	Additional Collateral etc	77
	6.1	Post-Closing Obligations	79
SECTION	7	NEGATIVE COVENANTS	79
	7.1	Financial Condition Covenant	79
	7.2	Indebtedness	79
	7.3	Liens	83
	7.4	Fundamental Changes	85
	7.5	Disposition of Property	85
	7.6	Restricted Payments	87
	7.7	Investments	88
	7.8	Optional Payments and Modifications of Certain Agreements	91
	7.9	Transactions with Affiliates	92



	7.1	Sales and Leasebacks	92
	7.11	Changes in Fiscal Periods	92
	7.12	Clauses Restricting Subsidiary Distributions	93
	7.13	Lines of Business	93
	7.14	Business Activities of Holdings	93
SECTION	8	EVENTS OF DEFAULT	93
SECTION	9	THE AGENTS	96
	9.1	Appointment	96
	9.2	Delegation of Duties	97
	9.3	Exculpatory Provisions	97
	9.4	Reliance by Administrative Agent	97
	9.5	Notice of Default	97
	9.6	Non-Reliance on Agents and Other Lenders	98
	9.7	Indemnification	98
	9.8	Agent in Its Individual Capacity	98
	9.9	Successor Administrative Agent	99
	9.1	Co-Documentation Agents and Syndication Agent	99
SECTION	10	MISCELLANEOUS	99
	10.1	Amendments and Waivers	99
	10.2	Notices	101
	10.3	No Waiver; Cumulative Remedies	102
	10.4	Survival of Representations and Warranties	103
	10.5	Payment of Expenses and Taxes	103
	10.6	Successors and Assigns; Participations and Assignments	104
	10.7	Adjustments; Set‑off	107
	10.8	Counterparts	107
	10.9	Severability	108
	10.1	Integration	108
	10.11	Governing Law	108
	10.12	Submission To Jurisdiction; Waivers	108
	10.13	Judgment	108
	10.14	Acknowledgements	109
	10.15	Releases of Guarantees and Liens	109
	10.16	Confidentiality	110
	10.17	WAIVERS OF JURY TRIAL	110
	10.18	USA Patriot Act	110
	10.19	Effect of Amendment and Restatement	110

iii



SCHEDULES:
1.1A	Commitments
1.1B	Excluded Subsidiaries
1.1C	Optional Currency Rate Conventions
1.1D	Separation Agreement
1.1E	Tax Sharing Agreement
1.1F	Mortgaged Properties
1.1G	Consolidated Coverage Ratio
3.9	Existing Letters of Credit
4.4	Consents, Authorizations, Filings and Notices
4.9	Intellectual Property Matters
4.14	Subsidiaries
4.17	UCC Filing Jurisdictions
6.1	Post-Closing Obligations
7.2(f)	Existing Indebtedness
7.3(g)	Existing Liens
7.5(h)	Dispositions
7.7(k)	Investments
7.9	Permitted Transactions
7.12	Certain Agreements
10.19	Released Properties

EXHIBITS:
A	[Reserved]
B	Form of Compliance Certificate
C	Form of Closing Certificate
D	Form of Assignment and Assumption
E	Form of Legal Opinion of Xxxxxxxx & Xxxxx LLP
F	Form of Exemption Certificate
G	Form of Joinder
H	Form of Guarantee and Collateral Acknowledgement
I	Form of Guarantee Acknowledgement
J	Guarantee and Collateral Agreement Amendment

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of October 3, 2014, among AVIS BUDGET HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company (the “Borrower”), AVIS BUDGET GROUP, INC., a Delaware corporation, the Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the “Syndication Agent”), CITIBANK, N.A., BANK OF AMERICA, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, BARCLAYS BANK PLC and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

The Borrower and Holding are parties to the Second Amended and Restated Credit Agreement, dated as of August 2, 2013 (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement”), with several banks and other financial institutions or entities parties as lenders and agents thereto and JPMorgan Chase Bank, N.A., as administrative agent. The signatories hereto have agreed to amend the Existing Credit Agreement in certain respects and to restate the Existing Credit Agreement as so amended as provided in this Agreement (and, in that connection, certain lenders not currently party to the Existing Credit Agreement shall become a party as lenders hereunder), effective upon the satisfaction of certain conditions precedent set forth in Section 5.1. Accordingly, the signatories hereto agree that on the Restatement Effective Date (as defined below) the Existing Credit Agreement shall be amended and restated as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABG”: Avis Budget Group, Inc., a Delaware corporation.

“ABG Convertible Notes”: 3.50% convertible senior notes due in 2014 issued by ABG or any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund such convertible senior notes.

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b)(i) the Federal Funds Effective Rate in effect on such day plus (ii) ½ of 1% and (c)(i) the Eurocurrency Rate for a one month interest period in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus (ii) 1%; provided that the ABR applicable to any Tranche B Term Loan shall, in any event, be at all times no less than 1.75%. For purposes hereof: (1) “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank in connection with extensions of credit to debtors) and (2) the Eurocurrency Rate for any day shall be based on the LIBO Screen Rate for deposits in Dollars at approximately 11:00 a.m. London time on such day. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate, respectively.

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.

“Accounting Changes”: as defined in Section 1.2(b).

“AESOP Base Indenture”: the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between the AESOP Issuer and the AESOP Trustee, as amended, modified or supplemented from time to time.

“AESOP Financing Program”: the transactions contemplated by the AESOP Base Indenture, as it may be from time to time further amended, supplemented or modified, and the instruments and agreements referenced therein and otherwise executed in connection therewith, and any successor program.

“AESOP Indebtedness”: any Indebtedness incurred pursuant to the AESOP Financing Program.

“AESOP Issuer”: Avis Budget Rental Car Funding (AESOP) LLC.

“AESOP Trustee”: The Bank of New York Mellon Trust Company, N.A., in its capacity as Trustee under the AESOP Base Indenture, together with its successors and assigns in such capacity.

“Administrative Agent”: JPMorgan Chase Bank, together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“Additional Foreign Vehicle Indebtedness”: as defined in the definition of “Consolidated Total Debt.”

“Affiliate”: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another if such latter Person possesses, directly or indirectly, power either to (i) vote 10% or more of the securities having ordinary voting power for the election of directors of such controlled Person or (ii) direct or cause the direction of the management and policies of such controlled Person whether by contract or otherwise.

“Agents”: the collective reference to the Syndication Agent, the Co-Documentation Agents and the Administrative Agent.

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such Lender’s Tranche A Term Loans and Tranche B Term Loans, and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”: as defined in the preamble hereto.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Affiliates from time to time concerning or relating to bribery or corruption.

“Applicable Margin”: (a) (i) with respect to Non-Extended Tranche B Term Loans, (x) 1.25% in the case of ABR Loans and (y) 2.25% in the case of Eurocurrency Loans, and (ii) with respect to Extended Tranche B Term Loans, (x) 1.50% in the case of ABR Loans and (y) 2.50% in the case of Eurocurrency Loans and (iii) with respect to Tranche A Term Loans, a rate determined in accordance with the Pricing Grid and (b) with respect to Revolving Loans, a rate determined in accordance with the Pricing Grid.

“Application”: with respect to an Issuing Lender, an application, in such form as such Issuing Lender may specify from time to time, requesting such Issuing Lender to open or amend a Letter of Credit.

“Approved Fund”: as defined in Section 10.6(b).

“Asset Sale”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e), (j), (k), (l), (m) or (o) of Section 7.5) that yields gross proceeds to any Loan Party (other than ABG) (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $25,000,000.

“Assignee”: as defined in Section 10.6(b).

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit D.

“Australian Dollars” and “A$”: the lawful money of Australia.

“Auto-Extension Letter of Credit”: as defined in Section 3.1(a).

“Available Amount”: on any date of determination:

(a) $550,000,000; plus

(b) 50% of the Consolidated Net Income determined on a cumulative basis since the fiscal quarter commencing on or about October 3, 2014 for each fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1; plus

(c) the aggregate amount of the Net Cash Proceeds of any issuance or sale of Capital Stock by, or capital contribution to, the Borrower after the Restatement Effective Date and prior to the date of determination; plus

(d) the aggregate amount of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a return (whether by dividend, interest, distributions, returns of capital, repayments or otherwise) on any Investment to the extent such Investment was

made using the Available Amount after the Restatement Effective Date and prior to the date of determination, minus

(e) the sum of the amount of Available Amounts used to (x) make Restricted Payments pursuant to Section 7.6(h), (y) fund Investments pursuant to Section 7.7(t), (z) make voluntary or optional payments, prepayments, repurchases or redemptions of or optionally or voluntarily defease or segregate funds with respect to certain Indebtedness pursuant to Section 7.8(a)(v), in each case, after the Restatement Effective Date and prior to the date of determination;

provided, that, for purposes of this definition, the following shall be excluded from the calculation of Consolidated Net Income: (i) (x) the amount of debt extinguishment costs and transaction costs in connection with any Specified Transaction, (y) the amount of separation, integration, restructuring and severance cash items incurred within twelve months of the date of the consummation of any Specified Transaction in connection with such Specified Transaction in an aggregate amount not to exceed $30,000,000 and (z) any non-cash impairment charges associated with, or any other write-offs of, intangibles (including goodwill) and (ii) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of the income is not at the time permitted by operation of the terms of its charter, or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the Swingline Exposure shall be deemed to be zero.

“Avis Budget Finance”: Avis Budget Finance, Inc., a Delaware corporation.

“Avis Europe”: Avis Europe plc, a public limited company incorporated under the laws of England and Wales.

“Avis Europe Acquisition”: (i) the acquisition by the Borrower or any of its Subsidiaries of all of the issued and to be issued shares of Avis Europe pursuant to a court sanctioned scheme of arrangement between Avis Europe and its shareholders under Part 26 of the Companies Xxx 0000 and the related reduction of capital (if any) under section 649 of the Companies Xxx 0000 or (ii) the acquisition by the Borrower or any of its subsidiaries of at least 75% of the issued and to be issued shares of Avis Europe by way of a contractual takeover offer within the meaning of section 974 of the Companies Xxx 0000 made by the Borrower or any of its subsidiaries to effect the acquisition and satisfaction of all other conditions precedent for such takeover offer to be declared unconditional in all respects.

“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.

“Benefitted Lender”: as defined in Section 10.7(a).

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble hereto.

“Borrowing Date”: any Business Day specified by the Borrower or any Subsidiary Borrower as a date on which the Borrower or such Subsidiary Borrower requests the relevant Lenders to make Loans hereunder.

“Brazilian Joint Venture”: the joint venture entered into by the Borrower, Xxxxxx Xxxxx De Xxxxxx Xxxxxx, and Dallas Holding S.A., pursuant to that certain Subscription Agreement dated as of June 6, 2013.

“Budget”: as defined in Section 6.2(c).

“Budget Truck Division”: the truck rental business of Budget Rent A Car System, Inc. and its Subsidiaries.

“Business Day”: any day other than a Saturday, Sunday or other day on which banks in the State of New York are permitted to close; provided, however, that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits or deposits in any Optional Currency, as applicable, in the London Interbank market.

“Canadian Dollars” and “C$”: the lawful money of Canada.

“Canadian Securitization Entity”: WTH Funding Limited Partnership, WTH Car Rental Limited Partnership, each an Ontario limited partnership, and any other special purpose entity formed for the purpose of engaging in vehicle financing in Canada including, without limitation, any other partnerships formed from time to time and each of the special purpose entities that may be partners in WTH Funding Limited Partnership, WTH Car Rental Limited Partnership or in any other such partnerships.

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease (including any finance lease) of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Equivalents”: any of the following, to the extent acquired for investment and not with a view to achieving trading profits: (a) obligations fully backed by the full faith and credit of the federal government of the United States or any Member State or any agency or instrumentality thereof

maturing not in excess of twelve months from the date of acquisition, (b) commercial paper maturing not in excess of twelve months from the date of acquisition and rated at least “P-1” by Xxxxx’x or “A-1” by S&P on the date of such acquisition, (c) the following obligations of any Lender or any domestic commercial bank having capital and surplus in excess of $500,000,000, which has, or the holding company of which has, a commercial paper rating meeting the requirements specified in clause (b) above: (i) time deposits, certificates of deposit and acceptances maturing not in excess of twelve months from the date of acquisition, or (ii) repurchase obligations with a term of not more than thirty days for underlying securities of the type referred to in clause (a) above, (d) money market funds that invest exclusively in interest bearing, short-term money market instruments and adhere to the minimum credit standards established by Rule 2a-7 of the Investment Company Act of 1940, as amended, (e) municipal securities: (i) for which the pricing period in effect is not more than twelve months long and (ii) rated at least “P-1” by Xxxxx’x or “A-1” by S&P and (f) foreign investments substantially comparable to the investments described in clauses (b), (c), (d) and (e) above in connection with managing cash of any Subsidiary having operations in a foreign country.

“Cash Items Cap”: as defined in the definition of “Consolidated Net Income”.

“Centre Point Base Indenture”: the Amended and Restated Base Indenture, dated as of March 9, 2010, between the Centre Point Issuer and the Centre Point Trustee, as amended, modified or supplemented from time to time.

“Centre Point Financing Program”: the transactions contemplated by the Centre Point Base Indenture, as it may be from time to time further amended, supplemented or modified, and the instruments and agreements referenced therein and otherwise executed in connection therewith, and any successor program.

“Centre Point Indebtedness”: any Indebtedness incurred pursuant to the Centre Point Financing Program.

“Centre Point Issuer”: Centre Point Funding, LLC.

“Centre Point Trustee”: The Bank of New York Mellon Trust Company, N.A., in its capacity as Trustee under the Centre Point Base Indenture, together with its successors and assigns in such capacity.

“Change in Control”: (a) the acquisition by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the SEC thereunder as in effect on the Restatement Effective Date), directly or indirectly, beneficially or of record, of ownership or control of in excess of 50% of the voting common stock of ABG on a fully diluted basis at any time or (b) if at any time, individuals who at the Restatement Effective Date constituted the board of directors of ABG (together with any new directors whose election by such board of directors or whose nomination for election by the shareholders of ABG, as the case may be, was approved by a vote of the majority of the directors then still in office who were either directors at the Restatement Effective Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of ABG, (c) ABG shall cease to own, directly or through one or more Wholly-Owned Subsidiaries, all of the capital stock of Holdings, free and clear of any direct or indirect Liens (other than statutory Liens) or (d) Holdings shall cease to directly own all of the capital stock of the Borrower, free and clear of any direct or indirect Liens (other than statutory Liens or Liens created by the Loan Documents).

“Closing Date”: April 19, 2006.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Co-Documentation Agent”: as defined in the preamble hereto.

“Collateral”: all property of the Loan Parties (other than ABG), now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document, provided, however, that Collateral shall not include the assets of any Foreign Subsidiary or more than 65% of the Capital Stock of any Foreign Subsidiary.

“Commitment”: as to any Lender, the sum of the Tranche A Term Commitment, the Tranche B Term Commitment and the Revolving Commitment of such Lender.

“Commitment Fee Rate”: during the period from the Restatement Effective Date to and including the date that is one year after the Restatement Effective Date, 0.45% per annum and (ii) at any time after the date that is one year after the Restatement Effective Date, a rate determined in accordance with the Pricing Grid.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Collateralized”: secured by cash collateral arrangements and/or backstop letters of credit entered into on terms and in amounts reasonably satisfactory to the Administrative Agent and the relevant Issuing Lender.

“Conduit Lender”: any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.18, 2.19, 2.20 or 10.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Confidential Information Memorandum”: the Confidential Information Memorandum dated April 2011 with respect to the syndication of the Revolving Facility provided herein.

“Consolidated Coverage Ratio”: as defined in Schedule 1.1G.

“Consolidated EBITDA”: without duplication, for any period, Consolidated Net Income plus


(a)	provision for taxes based on income;


(b)	depreciation expense (excluding any such expense attributable to depreciation of Eligible Assets);


(c)	Consolidated Total Interest Expense;


(d)	amortization expense (excluding any such expense attributable to amortization of Eligible Assets);


(e)	non-cash stock option and restricted stock grant expense;


(f)	[reserved];


(g)	other unusual or non-recurring non-cash expenses or losses, including fees, expenses and charges associated with the transactions contemplated by the Separation Agreement;


(h)	unrealized losses (or minus unrealized gains) from interest rate, foreign exchange and gasoline Swap Agreements;


(i)	any other non-cash charges and expenses (including amortization of deferred financing fees), in the case of each of (a)-(h) above, to the extent such items are reflected as a charge in the calculation of Consolidated Net Income for such period;


(j)	fees, expenses and transaction costs paid or incurred in connection with any Specified Transaction and the financing thereof, whether or not successful;


(k)	Realized or unrealized losses (or minus realized or unrealized gains) in respect of intercompany loans or intercompany hedging transactions not already included in the calculation of Consolidated Net Income;


(l)	[reserved];

(m)

the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized not later than the end of the sixth full fiscal quarter immediately following the closing of a Specified Transaction in connection with such Specified Transaction as a result of specified actions taken or with respect to which substantial steps have been taken by the Borrower (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a certificate signed by a Responsible Officer shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.2(b), certifying that such cost savings, operating expense reductions and synergies are reasonably expected and supportable in the good faith judgment of the Borrower, (B) the aggregate amount of cost savings, operating expense reductions and projected synergies added pursuant to this clause (m) shall not exceed (x) 10% of Consolidated EBITDA in the aggregate in any period of four consecutive fiscal quarters plus (y) up to an additional $70,000,000 in the aggregate resulting from the Avis Europe Acquisition plus (z) up to an additional

$50,000,000 in the aggregate resulting from the ZipCar Acquisition, (C) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (m) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, and (D) projected amounts (and amounts not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (m) to the extent occurring more than six full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies; and


(n)	fees and expenses paid or incurred in connection with any Permitted Acquisition or other Investment, Material Disposition, issuance or amendment of Indebtedness or Capital Stock, whether or not successful.

Notwithstanding the foregoing, in calculating Consolidated EBITDA for any period, pro forma effect shall be given to (i)(A) any non-recurring gains (losses) on business unit dispositions outside the ordinary course of business and (B) any unusual or non-recurring non-cash income, in the case of each of (A) and (B) above, to the extent such items are reflected as income (losses) in the calculation of Consolidated Net Income for such period and (ii) any cash payments made during such period in respect of items described in clause (g) and (h) above subsequent to the fiscal quarter in which the relevant non-cash expenses or non-cash or unrealized losses were reflected as a charge in the calculation of Consolidated Net Income, all as determined on a consolidated basis in accordance with GAAP. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during or following such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during or following such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means the Avis Europe Acquisition and any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $25,000,000; and “Material Disposition” means any Disposition of property or series of related Dispositions of property under Section 7.5(f), (g) or (h) that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $25,000,000.

“Consolidated Financial Statements”: as defined in Section 4.1(b).

“Consolidated Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.

“Consolidated Net Income”: for any period for which such amount is being determined, the net income (or loss) of the Borrower and its Subsidiaries during such period determined on a consolidated basis for such period taken as a single accounting period in accordance with GAAP; provided that there shall be excluded (i) income (loss) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has any equity investment or comparable

interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or its Subsidiaries by such Person during such period, (ii) any extraordinary, unusual, exceptional or non-recurring cash items and any separation, integration, restructuring and severance cash items in an amount not to exceed, in the aggregate together with all items under this clause (ii), 10% of Consolidated EBITDA in any period of four consecutive fiscal quarters (the “Cash Items Cap”); provided that, upon consummation of the Avis Europe Acquisition, to the extent paid or incurred in connection with the Avis Europe Acquisition, the Cash Items Cap shall be increased by an additional $75,000,000 for any period ended after the date of the consummation of the Avis Europe Acquisition through the eighth full fiscal quarter immediately following the date of the consummation of the Avis Europe Acquisition, (iii) any unusual pretax non-cash losses and expenses, (iv) any income (loss) for such period from discontinued operations in accordance with GAAP and (v) any adjustments of contingent consideration related to an acquisition, including earnouts and contingent purchase price adjustments.

“Consolidated Quarterly Tangible Assets” at any date, the total assets less the sum of the “goodwill, net,” and “other intangibles, net,” in each case reflected on the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of any fiscal quarter of the Borrower for which such a balance sheet is available, determined on a consolidated basis in accordance with GAAP (and, in the case of any determination relating to the incurrence of any Indebtedness or the making of any Investment or Restricted Payment, on a pro forma basis including any property or assets being acquired in connection therewith).

“Consolidated Secured Debt”: at any date, the sum of the aggregate principal amount of all Consolidated Total Debt that is secured by a Lien on any asset of the Borrower or its Subsidiaries.

“Consolidated Secured Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated Secured Debt on such day to (b) Consolidated EBITDA for such period.

“Consolidated Tangible Assets”: at any date, the amount equal to (x) the sum of Consolidated Quarterly Tangible Assets as at the end of each of the most recently ended four fiscal quarters of the Borrower for which a calculation thereof is available, divided by (y) four.

“Consolidated Total Debt”: at any date, the aggregate principal amount of (a) all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP plus (b) the aggregate principal amount of the ABG Convertible Notes outstanding at such date; provided that, for purposes of this definition, Indebtedness shall not include (i)(x) Securitization Indebtedness, (y) AESOP Indebtedness and Centre Point Indebtedness or (z) Recourse Vehicle Indebtedness up to $1,000,000,000, (ii) the aggregate undrawn amount of outstanding Letters of Credit or any other letters of credit, (iii) obligations under Swap Agreements or (iv) without duplication of Indebtedness referred in clauses (i)(x) and (i)(z) above, any other obligations under long-term finance leases in respect of Eligible Assets entered into by Foreign Subsidiaries, including any Capital Lease Obligations of any such Foreign Subsidiary and any Guarantee Obligations in respect of such Capital Lease Obligations (collectively, “Additional Foreign Vehicle Indebtedness”). In addition, for purposes of this definition, the amount of (A) Indebtedness of the Borrower and its Subsidiaries at any date shall be reduced (but not to less than zero) by the amount of Excess Cash and (B) the ABG Convertible Notes at any date shall be reduced (but not to less than zero) by the amount of (1) cash and Cash Equivalents of ABG at such date and (2) the amount of any Indebtedness owed to ABG by the Borrower and its subsidiaries at such date.

“Consolidated Total Interest Expense”: for any period, without duplications (a) total interest expense paid or payable in cash (including that properly attributable to Capital Lease Obligations)

plus, (b)(x) all capitalized interest and amortization of debt discount and debt issuance costs and (y) debt extinguishment costs, in each case, of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs (or minus net profits) under interest rate Swap Agreements minus, (c) without duplication, any interest income of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP during such period (other than interest income earned on any Related Eligible Assets). Notwithstanding the foregoing, interest expense in respect of any (i) Securitization Indebtedness, (ii) AESOP Indebtedness and Centre Point Indebtedness, (iii) Recourse Vehicle Indebtedness, in an amount, for this clause (iii), up to $1,000,000,000, or (iv) Additional Foreign Vehicle Indebtedness, shall not be included in Consolidated Total Interest Expense. For purposes of calculating Consolidated Total Interest Expense related to Recourse Vehicle Indebtedness for any period, such amount shall be equal to the product of the following formula on the date of determination to the extent that the amount of Recourse Vehicle Indebtedness exceeds $1,000,000,000 at any time during such period:



Recourse Vehicle Indebtedness – $1,000,000,000	x	total interest expense on Recourse Vehicle Indebtedness
Recourse Vehicle Indebtedness

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Currency”: Dollars or any Optional Currency.

“Default”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, unless such requirement to fund such Loan or participation in Letters of Credit or Swingline Loans is based on such Lender's good faith determination that the conditions precedent to funding such Loan or participation in Letters of Credit or Swingline Loans under this Agreement have not been satisfied and such Lender has notified the Administrative Agent in writing to that effect, (b) notified the Borrower, the Administrative Agent, any Issuing Lender, any Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations generally under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations generally under this Agreement or generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within three Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, provided that such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, or (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) has, or has a

direct or indirect parent company that has, become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any ownership interest in such Lender or a parent company thereof or the exercise of control over a Lender or parent company thereof by a Governmental Authority or instrumentality thereof.

“Disposition”: with respect to any property, any sale, lease, sale and leaseback, assignment (other than a collateral assignment), conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Stock”: with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change in Control or other similar event described under such terms as a “change in control,” or an Asset Sale) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change in Control or other similar event described under such terms as a “change in control,” or an Asset Sale), in whole or in part, in each case on or prior to the Final Revolving Termination Date.

“Dollar Equivalent”: on any date of determination, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to an amount denominated in any Optional Currency, the equivalent in Dollars of such amount determined by the Administrative Agent or the Issuing Lender, as applicable, in accordance with normal banking industry practice using the Exchange Rate on the date of determination of such equivalent. In making any determination of the Dollar Equivalent (for purposes of calculating the amount of Loans to be borrowed from the respective Lenders on any date or for any other purpose), the Administrative Agent or the Issuing Lender, as applicable, shall use the relevant Exchange Rate in effect on the date on which the Borrower or any Subsidiary Borrower delivers a request for Revolving Loans or on such other date upon which a Dollar Equivalent is required to be determined pursuant to the provisions of this Agreement. As appropriate, amounts specified herein as amounts in Dollars shall be or include any relevant Dollar Equivalent amount.

“Dollars” and “$”: the lawful money of the United States.

“Domestic Subsidiary”: any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States, but excluding any Subsidiary substantially all the assets of which consists of stock of a Foreign Subsidiary.

“Domestic Subsidiary Borrower”: any Subsidiary Borrower which is a Domestic Subsidiary.

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

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

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

“Early Maturity Trigger Indebtedness”: any Indebtedness incurred under Sections 7.2(w) (to the extent subject to the limitations on scheduled principal payments or prepayments set forth in the proviso therein) and 7.2(y) having a stated maturity date prior to the date specified in clause (i) of “Non-Extended Tranche B Term Loan Maturity Date” or, at any time that no Non-Extended Tranche B Term Loans remain outstanding, the date specified in clause (i) of “Extended Tranche B Term Loan Maturity Date.”

“Eligible Assets”: any of the following and any proceeds thereof: (a) assets (and interests in assets) that are of the type described as “assets under vehicle programs” in the consolidated financial statements of the Borrower and its Subsidiaries, dated December 31, 2012, which shall include, without limitation, vehicles, vehicle leases, fleet maintenance contracts, fleet management contracts, other service contracts, receivables generated by any of the foregoing and other asset servicing rights, related deposit accounts, and (b) equity interests or other securities issued by any Subsidiary or other Person issuing securities or incurring Indebtedness secured by, payable from or representing beneficial interests in, or holding title or ownership interests in, assets of the type described in clause (a) above or interests in such assets.

“Environmental Laws”: all laws, rules, orders, regulations, statutes, ordinances, codes, decrees, judgments, injunctions, notices or requirements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Materials of Environmental Concern or to health and safety matters, including without limitation, the Clean Water Act also known as the Federal Water Pollution Control Act (“FWPCA”) 33 U.S.C. § 1251 et seq., the Clean Air Act (“CAA”), 42 U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), 7 U.S.C. §§ 136 et seq., the Surface Mining Control and Reclamation Act (“SMCRA”), 30 U.S.C. §§ 1201 et seq., the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., the Superfund Amendment and Reauthorization Act of 1986 (“XXXX”), Public Law 99‑499, 100 Stat. 1613, the Emergency Planning and Community Right to Know Act (“ECPCRKA”), 42 U.S.C. § 11001 et seq., the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., the Occupational Safety and Health Act as amended (“OSHA”), 29 U.S.C. § 655 and § 657, together, in each case, with any amendment thereto, and the regulations adopted and binding publications promulgated thereunder and all substitutions thereof.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Escrowed Debt”: as defined in the definition of “Escrowed Debt Issuer”.

“Escrowed Debt Issuer”: any Subsidiary that is an issuer of Indebtedness permitted to be incurred by Section 7.2 the proceeds of which are maintained under escrow or similar contingent release arrangements (such Indebtedness “Escrowed Debt”).

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

“Euro” and “€”: the official currency of the European Union.

“Eurocurrency Base Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars/the relevant Optional Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the “LIBO Screen Rate”) at approximately 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period (or, for Eurocurrency Loans denominated in Pounds Sterling, on the first date of such Interest Period); provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided further that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to the applicable currency then the Eurocurrency Base Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the foregoing, with respect to Loans denominated in Australian Dollars, Canadian Dollars and New Zealand Dollars, “Eurocurrency Base Rate” shall have the meaning set forth for such currency on Schedule 1.1C.

“Eurocurrency Loans”: Loans the rate of interest applicable to which is based upon the Eurocurrency Rate.

“Eurocurrency Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurocurrency Base Rate

1.00 - Eurocurrency Reserve Requirements

; provided that with respect to any Eurocurrency Loan denominated in Euro or Pounds Sterling, the Eurocurrency Rate shall the mean the Eurocurrency Base Rate; and provided further that the Eurocurrency Rate applicable to any Tranche B Term Loan shall, in any event, be at all times no less than 0.75%.

“Eurocurrency Reserve Requirements”: a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority to which the Administrative Agent or any Lender is subject, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed under Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and as such shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D or any comparable regulation. Eurocurrency Reserve Requirements shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Eurocurrency Tranche”: the collective reference to Eurocurrency Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

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FIRST AMENDMENT Dated as of May 20, 2016 to THIRD AMENDED AND RESTATED CREDIT AGREEMENT among AVIS BUDGET HOLDINGS, LLC, AVIS BUDGET CAR RENTAL, LLC, as Borrower,