Second Lien Credit Agreement Sample Contracts

Fifth Amendment to Second Lien Credit Agreement (July 6th, 2018)

SECOND LIEN CREDIT AGREEMENT (this Agreement) dated as of September 1, 2016, as amended on July 7, 2017 (the First Amendment Effective Date), as further amended on January 9, 2018, as further amended on February 7, 2018, as further amended on March 20, 2018 and as further amended on March 20, 2018, July 5, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (Holdings), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (SRAC), KMART CORPORATION, a Michigan corporation (Kmart Corp.), the guarantors listed on the signature pages hereto or pursuant to any joinder hereto as provided in Sections 6.01(i) and 10.08, the banks, financial institutions and other institutional lenders listed on the signature pages hereof or pursuant to any joinder hereto as provided in Section 10.10 or through an assignment as provided in Section 9.07 hereof as Lenders, and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator (the Agent).

BrightView Holdings, Inc. – Amendment No. 1 to Second Lien Credit Agreement (May 30th, 2018)
Focus Financial Partners Inc. – Amendment No. 1 to Second Lien Credit Agreement (May 24th, 2018)

AMENDMENT NO. 1 under the Second Lien Credit Agreement referred to below, dated as of March 2, 2018 (this Amendment), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, the Borrower) and the Administrative Agent (as defined below).

Focus Financial Partners Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of July 3, 2017 Among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, and ROYAL BANK OF CANADA, as the Administrative Agent, the Collateral Agent and a Lender and RBC CAPITAL MARKETS, and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Bookrunners (May 24th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

The Keyw Holding Corp. – SECOND LIEN CREDIT AGREEMENT Dated as of May 8, 2018 Among THE KEYW CORPORATION, as the Borrower, and ROYAL BANK OF CANADA, as Administrative Agent, and the Other Lenders Party Hereto RBC CAPITAL MARKETS*, FIFTH THIRD BANK, JPMORGAN CHASE BANK, N.A., and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint Bookrunners (May 8th, 2018)

This SECOND LIEN CREDIT AGREEMENT (this "Agreement") is entered into as of May 8, 2018, among THE KEYW CORPORATION, a Maryland corporation (the "Borrower") and a wholly-owned subsidiary of THE KEYW HOLDING CORPORATION, a Maryland corporation ("Parent"), Parent, each lender from time to time party hereto (collectively, the "Lenders" and individually, each a "Lender") and ROYAL BANK OF CANADA, as Administrative Agent.

NN, Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of May 7, 2018 Among NN, INC., as the Borrower, SUNTRUST BANK, as Administrative Agent, and THE LENDERS FROM TIME TO TIME PARTY HERETO SUNTRUST ROBINSON HUMPHREY, INC., as Sole Lead Arranger and Bookrunner, SUNTRUST BANK, as Documentation Agent (May 7th, 2018)

This SECOND LIEN CREDIT AGREEMENT (this Agreement) is entered into as of May 7, 2018, among NN, Inc., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and each individually, a Lender), and SUNTRUST BANK, as Administrative Agent.

EVO Payments, Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of December 22, 2016 Among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SunTrust Bank, as Administrative Agent SunTrust Robinson Humphrey, Inc. As Sole Lead Arranger and Sole Bookrunner (May 7th, 2018)

THIS SECOND LIEN CREDIT AGREEMENT (this Agreement) is made and entered into as of December 22, 2016, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (EVO or the Borrower), the Guarantors (defined herein), the Lenders (defined herein), and SunTrust Bank, in its capacity as the Administrative Agent.

Jason Industries, Inc. – Second Lien Credit Agreement (May 3rd, 2018)

This SECOND LIEN CREDIT AGREEMENT is entered into as of June 30, 2014, among JASON INCORPORATED, a Wisconsin corporation (the "Company" and the "Borrower"), the Guarantors party hereto from time to time, THE BANK OF NEW YORK MELLON (as successor to DEUTSCHE BANK AG NEW YORK BRANCH), as Administrative Agent and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").

Focus Financial Partners Inc. – Amendment No. 1 to Second Lien Credit Agreement (April 20th, 2018)

AMENDMENT NO. 1 under the Second Lien Credit Agreement referred to below, dated as of March 2, 2018 (this Amendment), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, the Borrower) and the Administrative Agent (as defined below).

Focus Financial Partners Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of July 3, 2017 Among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, and ROYAL BANK OF CANADA, as the Administrative Agent, the Collateral Agent and a Lender and RBC CAPITAL MARKETS, and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Bookrunners (April 20th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

BrightView Holdings, Inc. – Amendment No. 1 to Second Lien Credit Agreement (April 2nd, 2018)
Fourth Amendment to Second Lien Credit Agreement (March 23rd, 2018)

SECOND LIEN CREDIT AGREEMENT (this Agreement) dated as of September 1, 2016, as amended on July 7, 2017 (the First Amendment Effective Date), as further amended on January 9, 2018, as further amended on February 7, 2018 and as further amended on March 20, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation (Holdings), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (SRAC), KMART CORPORATION, a Michigan corporation (Kmart Corp.), the guarantors listed on the signature pages hereto or pursuant to any joinder hereto as provided in Sections 6.01(i) and 10.08, the banks, financial institutions and other institutional lenders listed on the signature pages hereof or pursuant to any joinder hereto as provided in Section 10.10 or through an assignment as provided in Section 9.07 hereof as Lenders, and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator (the Agent).

SECOND LIEN CREDIT AGREEMENT Dated as of March 9, 2018 Among SYNIVERSE HOLDINGS, INC., as the Borrower, BUCCANEER HOLDINGS, LLC, as Holdings, BARCLAYS BANK PLC, as Administrative Agent, and the LENDERS Party Hereto GOLDMAN SACHS LENDING PARTNERS LLC, BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC., MIZUHO BANK, LTD., and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners, GOLDMAN SACHS LENDING PARTNERS LLC, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC., MIZUHO BANK, LTD., and MERRILL LYNCH, (March 13th, 2018)

This SECOND LIEN CREDIT AGREEMENT (this Agreement or Credit Agreement) is entered into as of March 9, 2018, among SYNIVERSE HOLDINGS, INC., a Delaware corporation (the Borrower), BUCCANEER HOLDINGS, LLC, a Delaware limited liability company (Holdings), each LENDER from time to time party hereto (collectively, the Lenders and individually, a Lender) and BARCLAYS BANK PLC, as Administrative Agent.

Turning Point Brands, Inc. – Amended and Restated Second Lien Credit Agreement (March 8th, 2018)

This Amended and Restated Second Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the "Borrower"), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent.

Jason Industries, Inc. – First Amendment to Second Lien Credit Agreement (March 1st, 2018)

FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this "First Amendment"), dated as of February 1, 2018, among JASON INCORPORATED, a Wisconsin corporation (the "Borrower"), the Guarantors party hereto, and DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), as administrative agent under the Credit Agreement referred to below (in such capacity, the "Administrative Agent"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

Select Medical Holdings Corp. – SECOND LIEN CREDIT AGREEMENT Consisting of a $240,000,000 Term Loan Facility Dated as of February 1, 2018 by and Among CONCENTRA HOLDINGS, INC., as Holdings CONCENTRA INC., as the Borrower the Lenders Party Hereto From Time to Time WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and JPMORGAN CHASE BANK, N.A. As Lead Arranger and Bookrunner (February 2nd, 2018)

SECOND LIEN CREDIT AGREEMENT dated as of February 1, 2018, by and among CONCENTRA HOLDINGS, INC., a Delaware corporation (Holdings), CONCENTRA INC., a Delaware corporation (the Borrower), the LENDERS party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent.

Second Amendment to Second Lien Credit Agreement (January 10th, 2018)

WHEREAS, Holdings, the Borrowers, the Lenders party thereto, Guarantors party thereto and the Agent are party to that certain Second Lien Credit Agreement (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the Existing Second Lien Credit Agreement; the Existing Second Lien Credit Agreement as amended hereby, the Amended Second Lien Credit Agreement); and

SECOND LIEN CREDIT AGREEMENT Dated as of October 20, 2017, Among GOLDEN ENTERTAINMENT, INC., as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and as Collateral Agent, and JPMORGAN CHASE BANK, N.A., CREDIT SUISSE SECURITIES (USA) LLC, MACQUARIE CAPITAL (USA) INC. And MORGAN STANLEY SENIOR FUNDING, INC., as Lead Arrangers and Bookrunners (October 23rd, 2017)

SECOND LIEN CREDIT AGREEMENT, dated as of October 20, 2017 (this Agreement), among GOLDEN ENTERTAINMENT, INC., a Minnesota corporation (Borrower); the SUBSIDIARY GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, together with its successors in such capacity, Administrative Agent); and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, together with its successors in such capacity, Collateral Agent).

Us Lbm Holdings, Inc. – Third Amendment to Second Lien Credit Agreement (August 30th, 2017)

THIRD AMENDMENT (this Third Amendment), dated as of August 14, 2017 among LBM BORROWER, LLC, a Delaware limited liability company (the Borrower), LBM MIDCO, LLC, a Delaware limited liability company (Holding), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the Administrative Agent) and as Collateral Agent (in such capacity, the Collateral Agent).

Quintana Energy Services Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of December 19, 2016 Among QUINTANA ENERGY SERVICES LP, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent (August 9th, 2017)

This Second Lien Credit Agreement dated as of December 19, 2016 is among Quintana Energy Services LP, a Delaware limited partnership (the Borrower), the Guarantors, the Lenders, and Cortland Capital Market Services LLC (Cortland), as Administrative Agent for the Lenders.

First Amendment to Second Lien Credit Agreement (July 7th, 2017)

SECOND LIEN CREDIT AGREEMENT (this Agreement) dated as of September 1, 2016, as amended on July 7, 2017 (the First Amendment Effective Date), among SEARS HOLDINGS CORPORATION, a Delaware corporation (Holdings), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (SRAC), KMART CORPORATION, a Michigan corporation (Kmart Corp.), the guarantors listed on the signature pages hereto or pursuant to any joinder hereto as provided in Sections 6.01(i) and 10.08, the banks, financial institutions and other institutional lenders listed on the signature pages hereof or pursuant to any joinder hereto as provided in Section 10.10 or through an assignment as provided in Section 9.07 hereof as Term Lenders, and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator (the Agent).

Quintana Energy Services Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of December 19, 2016 Among QUINTANA ENERGY SERVICES LP, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent (June 2nd, 2017)

This Second Lien Credit Agreement dated as of December 19, 2016 is among Quintana Energy Services LP, a Delaware limited partnership (the Borrower), the Guarantors, the Lenders, and Cortland Capital Market Services LLC (Cortland), as Administrative Agent for the Lenders.

Capitol Acquisition Holding Co Ltd. – SECOND LIEN CREDIT AGREEMENT Dated as of June 16, 2016 Among CANYON COMPANIES S.A R.L., as Holdings, CANYON GROUP S.A R.L., as Intermediate Lux Holdings, GTCR VALOR HOLDINGS, INC., as Intermediate U.S. Holdings, GTCR VALOR COMPANIES, INC., as Borrower, the Lenders Party Hereto and DEUTSCHE BANK AG NEW YORK BRANCH as Administrative Agent ___________________________ Crescent Mezzanine Partners VI, L.P., Crescent Mezzanine Partners VIB, L.P., Crescent Mezzanine Partners VIC, L.P., American Capital, Ltd., Northwestern Mutual Investment Management Company, LLC and Newstone Capital Partners II, L.P. (May 15th, 2017)

SECOND LIEN CREDIT AGREEMENT dated as of June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") among Canyon Companies S.a r.l., a private limited liability company (societe a responsabilite limitee) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Treves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, with a share capital of twenty thousand and ten United States Dollars ($20,010) and registered with the Luxembourg Register of Commerce and Companies under number B 187.216 ("Holdings"), Canyon Group S.a r.l., a private limited liability company (societe a responsabilite limitee) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Treves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, with a share capital of twenty thousand United States Dollars ($20,000) and registered with the Luxembourg Register of Commerce and Companies under n

Us Lbm Holdings, Inc. – First Amendment to Second Lien Credit Agreement (May 10th, 2017)

FIRST AMENDMENT (this First Amendment), dated as of June 1, 2016, among LBM BORROWER, LLC, a Delaware limited liability company (together with its successors and assigns, the Borrower), LBM MIDCO, LLC, a Delaware limited liability company (Holding), the several banks and other financial institutions parties hereto that constitute Tranche B Term Lenders (as defined in the Credit Agreement referred to below) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the Administrative Agent).

Us Lbm Holdings, Inc. – SECOND LIEN CREDIT AGREEMENT Among LBM MIDCO, LLC, and LBM BORROWER, LLC, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent, CREDIT SUISSE SECURITIES (USA) LLC AND RBC CAPITAL MARKETS,(1) as Joint Lead Arrangers and CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS, BARCLAYS BANK PLC AND SUNTRUST ROBINSON HUMPHREY, INC. As Joint Bookrunners Dated as of August 20, 2015 (May 10th, 2017)

This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this Agreement) is entered into as of August 20, 2015, by and between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the Original First Lien Agent) for the Original First Lien Secured Parties referred to below, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the Original Second Lien Agent) for the Original Second Lien Secured Parties referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.

Us Lbm Holdings, Inc. – Second Amendment to Second Lien Credit Agreement (May 10th, 2017)

SECOND AMENDMENT (this Second Amendment), dated as of October 5, 2016 among LBM BORROWER, LLC, a Delaware limited liability company (the Borrower), LBM MIDCO, LLC, a Delaware limited liability company (Holding), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the Administrative Agent) and as Collateral Agent (in such capacity, the Collateral Agent).

Us Lbm Holdings, Inc. – Waiver to Second Lien Credit Agreement (May 10th, 2017)

WAIVER TO CREDIT AGREEMENT (this Waiver), dated as of April 6, 2017 to that certain Credit Agreement, dated as of August 20, 2015 (as amended as of June 1, 2016 and October 5, 2016 and as further amended, supplemented, waived or otherwise modified, the Credit Agreement), among LBM Midco, LLC, a Delaware limited liability company (Holding), LBM Borrower, LLC, a Delaware limited liability company (the Borrower), the Lenders party hereto (the Consenting Lenders) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the Administrative Agent) and as Collateral Agent (in such capacity, the Collateral Agent).

Advantage Solutions Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of July 25, 2014 Among KARMAN BUYER CORP., as Borrower KARMAN INTERMEDIATE CORP., as Holdings BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO Bank of America, N.A., as Lead Arranger and Joint Bookrunner Credit Suisse Securities (USA) LLC, as Lead Arranger and Joint Bookrunner Deutsche Bank Securities Inc., as Lead Arranger and Joint Bookrunner Jefferies Finance LLC, as Lead Arranger and Joint Bookrunner Credit Suisse Securities (USA) LLC, as Syndication Agent and Deutsche Bank Securities Inc., and Jeff (May 4th, 2017)

This SECOND LIEN CREDIT AGREEMENT is entered into as of July 25, 2014, by and among KARMAN BUYER CORP., a Delaware corporation (the Borrower), KARMAN INTERMEDIATE CORP., a Delaware corporation (Holdings), BANK OF AMERICA, N.A. (Bank of America), as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacity, including any successor thereto, the Collateral Agent) under the Loan Documents, Bank of America, as a joint bookrunner and a lead arranger, CREDIT SUISSE SECURITIES (USA) LLC, as a joint bookrunner and a lead arranger (CSS), DEUTSCHE BANK SECURITIES INC., as a joint bookrunner and a lead arranger (DBSI), JEFFERIES FINANCE LLC, as a joint bookrunner and a lead arranger (Jefferies and, together with Bank of America, CSS and DBSI, each, a Lead Arranger and, collectively, the Lead Arrangers), CSS, as syndication agent (in such capacity, including any successor thereto, the Syndication Agent), DBSI, as co-

Advantage Solutions Inc. – Second Lien Credit Agreement Supplement (May 4th, 2017)

SECOND LIEN CREDIT AGREEMENT SUPPLEMENT, dated as of July 25, 2014 (this Supplement), by and among Advantage Sales & Marketing, Inc., a Delaware corporation (as successor by merger to, inter alia, Karman Buyer Corp., a Delaware corporation (the Initial Borrower), the Successor Borrower), Karman Intermediate Corp., a Delaware corporation (Holdings), Advantage Sales & Marketing LLC (ASM LLC), Advantage Waypoint LLC (together with Holdings and ASM LLC, the Reaffirming Parties) and the Administrative Agent (as defined below), to that certain Second Lien Credit Agreement, dated as of July 25, 2014 (the Credit Agreement), by and among the Initial Borrower, Holdings, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the Administrative Agent) and as collateral agent (in such capacity, together with its successors and assigns, the Collateral Agent) and the other agents from time to time party

Atlas Resource Partners L.P. C – Second Amendment to Amended and Restated Second Lien Credit Agreement (May 1st, 2017)

This SECOND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this Second Amendment), dated as of April 10, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the Borrower), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the Parent), each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Loan Parties), and each of the Lenders that is a signatory hereto.

Atlas Resource Partners L.P. C – First Amendment to Amended and Restated Second Lien Credit Agreement (March 30th, 2017)

This FIRST AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this First Amendment), dated as of March 27, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the Borrower), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the Parent), each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Loan Parties), and each of the Lenders that is a signatory hereto.

Optiv Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of January 28, 2015, Among AF GUARANTOR LLC, as Holdings, AF BORROWER LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME GOLDMAN SACHS BANK USA and SG AMERICAS SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners, (November 18th, 2016)

This SECOND LIEN CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this Agreement) is entered into as of January 28, 2015, among AF GUARANTOR LLC, a Delaware limited liability company, AF BORROWER LLC, a Delaware limited liability company (the Borrower), the Guarantors party hereto from time to time, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

FinTech Acquisition Corp – Amendment No. 1 to Second Lien Credit Agreement (November 14th, 2016)

AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this "Amendment No. 1") dated as of November 2, 2016 among FTS HOLDING CORPORATION (f/k/a FinTech Merger Sub, Inc.), a Delaware corporation ("Borrower"), CARDCONNECT CORP. (f/k/a FinTech Acquisition Corp.), a Delaware corporation ("Holdings"), the Subsidiary Guarantors party hereto, the LENDERS (as defined below) party hereto and BARINGS FINANCE LLC (f/k/a Babson Capital Finance LLC), as Administrative Agent (the "Administrative Agent").

Gores Holdings, Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of August 3, 2015 Among HB HOLDINGS, LLC, as Holdings, HOSTESS BRANDS, LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, DEUTSCHE BANK SECURITIES INC., NOMURA SECURITIES INTERNATIONAL, INC., MORGAN STANLEY SENIOR FUNDING, INC. And RBC CAPITAL MARKETS as Joint Lead Arrangers, Joint Bookrunners, Syndication Agents and Documentation Agents (November 9th, 2016)

SECOND LIEN CREDIT AGREEMENT, dated as of August 3, 2015 (this Agreement), among HB HOLDINGS, LLC, a Delaware limited liability company (Holdings), HOSTESS BRANDS, LLC, a Delaware limited liability company (the Borrower), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders.

Atlas Resource Partners L.P. C – AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT Dated as of September 1, 2016 Among TITAN ENERGY OPERATING LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (September 7th, 2016)

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of September 1, 2016 (this Agreement), among TITAN ENERGY OPERATING, LLC, a Delaware limited liability company (the Borrower), TITAN ENERGY, LLC, a Delaware limited liability company (the Parent), each of the other undersigned Grantors and the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the First Lien Lenders (in such capacity, the First Lien Collateral Agent), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as agent for the Second Lien Lenders (in such capacity, the Second Lien Collateral Agent).