Second Lien Credit Agreement Sample Contracts

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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).

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).

SECOND LIEN CREDIT AGREEMENT Dated as of September 1, 2016 Among SEARS HOLDINGS CORPORATION and SEARS ROEBUCK ACCEPTANCE CORP. And KMART CORPORATION, as Borrowers and THE LENDERS NAMED HEREIN, and JPP, LLC, as Agent (September 2nd, 2016)

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

e.l.f. Beauty, Inc. – Second Amendment to Second Lien Credit Agreement (August 26th, 2016)

THIS SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this Amendment) is entered into as of June 7, 2016 (the Second Amendment Effective Date) by and among e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (e.l.f. Cosmetics), JA 139 Fulton Street Corp., a New York corporation (JA 139 Fulton), JA 741 Retail Corp., a New York corporation (JA 741 Retail), JA Cosmetics Retail, Inc., a New York corporation (JA Cosmetics Retail), J.A. RF, LLC, a Delaware limited liability company (JA RF), and J.A. Cherry Hill, LLC, a Delaware limited liability company (JA Cherry Hill; collectively with e.l.f. Cosmetics, JA 139 Fulton, JA 741 Retail, JA Cosmetics Retail and JA RF, the Borrowers), e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (e.l.f. Beauty), the other Persons party hereto that are designated as a Loan Party on the signature pages hereof, PennantPark Investment Corporation, PennantPark Floating Rate Capit

e.l.f. Beauty, Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of January 31, 2014 Among J.A. COSMETICS HOLDINGS, INC., as Initial Borrower, and Each Other Person That Becomes a Borrower Hereunder by Execution of a Joinder Agreement, as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS LOAN PARTIES, as Guarantors, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent (August 26th, 2016)

This SECOND LIEN CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of January 31, 2014, among J.A. Cosmetics Holdings, Inc., a Delaware corporation (Holdings), as the initial borrower (the Initial Borrower; each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a Borrower hereunder pursuant to a Joinder Agreement, may be referred to individually, as a Borrower and collectively herein, as Borrowers), the other Persons party hereto that are designated as a Loan Party, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the Lenders and individually, a Lender), and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent.

e.l.f. Beauty, Inc. – First Amendment to Second Lien Credit Agreement (August 26th, 2016)

This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this First Amendment), dated as of August 14, 2014, is by and among J.A. Cosmetics Holdings Inc., a Delaware corporation (Holdings), each Domestic Subsidiary of Holdings party to the Credit Agreement described below (the Borrowers), PennantPark Investment Corporation, PennantPark Floating Rate Capital Ltd., PennantPark Credit Opportunities Fund, LP (the foregoing PennantPark entities, collectively, the Required Lenders), each Loan Party to the Credit Agreement described below (the Guarantors) and U.S. Bank National Association, as Collateral Agent under the Credit Agreement described below (in such capacity, the Collateral Agent).

SECOND LIEN CREDIT AGREEMENT Dated as of July 1, 2015 Among EMC ACQUISITION, LLC, as Holdings, EMERGING MARKETS COMMUNICATIONS, LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, And (August 9th, 2016)

This SECOND LIEN CREDIT AGREEMENT is entered into as of July 1, 2015, among EMC ACQUISITION, LLC, a Delaware limited liability company, EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company, the Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").

CLOSING DATE INTERCREDITOR AGREEMENT Dated as of July 1, 2015, Between MORGAN STANLEY SENIOR FUNDING, INC., as First Lien Credit Agreement Administrative Agent and MORGAN STANLEY SENIOR FUNDING, INC., as Second Lien Credit Agreement Administrative Agent (August 2nd, 2016)

CLOSING DATE INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), dated as of July 1, 2015, between MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the First Lien Credit Agreement Secured Parties referred to herein (together with its successors and assigns in such capacity, the First Lien Credit Agreement Administrative Agent), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Second Lien Credit Agreement Secured Parties referred to herein (together with its successors and assigns in such capacity, the Second Lien Credit Agreement Administrative Agent), and each of the other Representatives from time to time party hereto in accordance with the terms hereof, and acknowledged by EMC ACQUISITION, LLC, a Delaware limited liability company (Holdings), EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company (the Borrower), and certain subsidiaries

SECOND LIEN CREDIT AGREEMENT Dated as of July 1, 2015 Among EMC ACQUISITION, LLC, as Holdings, EMERGING MARKETS COMMUNICATIONS, LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME MORGAN STANLEY SENIOR FUNDING, INC., CITIZENS BANK, NATIONAL ASSOCIATION and MACQUARIE CAPITAL (USA) INC., as Joint Lead Arrangers and Joint Bookrunning Managers, and CITIZENS BANK, NATIONAL ASSOCIATION and MACQUARIE CAPITAL (USA) INC., as Joint Syndication Agents (August 2nd, 2016)

This SECOND LIEN CREDIT AGREEMENT is entered into as of July 1, 2015, among EMC ACQUISITION, LLC, a Delaware limited liability company, EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company, the Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the Lenders and, individually, a Lender).

Bioventus Inc. – SECOND LIEN CREDIT AGREEMENT Among BIOVENTUS LLC, as Borrower, the Several Lenders From Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A, as Syndication Agent and CITIZENS BANK, N.A., as Administrative Agent Dated as of October 10, 2014 J.P. MORGAN SECURITIES LLC and CITIZENS BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners (July 19th, 2016)

SECOND LIEN CREDIT AGREEMENT (this Agreement), dated as of October 10, 2014, among BIOVENTUS LLC, a Delaware limited liability company (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and CITIZENS BANK, N.A., as administrative agent.

Bioventus Inc. – Amendment No. 1 to the Second Lien Credit Agreement (July 19th, 2016)

SECOND LIEN CREDIT AGREEMENT (this Agreement), dated as of October 10, 2014, among BIOVENTUS LLC, a Delaware limited liability company (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and CITIZENS BANK, N.A., as administrative agent.

e.l.f. Beauty, Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of January 31, 2014 Among J.A. COSMETICS HOLDINGS, INC., as Initial Borrower, and Each Other Person That Becomes a Borrower Hereunder by Execution of a Joinder Agreement, as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS LOAN PARTIES, as Guarantors, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent (June 22nd, 2016)

This SECOND LIEN CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of January 31, 2014, among J.A. Cosmetics Holdings, Inc., a Delaware corporation (Holdings), as the initial borrower (the Initial Borrower; each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a Borrower hereunder pursuant to a Joinder Agreement, may be referred to individually, as a Borrower and collectively herein, as Borrowers), the other Persons party hereto that are designated as a Loan Party, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the Lenders and individually, a Lender), and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent.

e.l.f. Beauty, Inc. – First Amendment to Second Lien Credit Agreement (June 22nd, 2016)

This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this First Amendment), dated as of August 14, 2014, is by and among J.A. Cosmetics Holdings Inc., a Delaware corporation (Holdings), each Domestic Subsidiary of Holdings party to the Credit Agreement described below (the Borrowers), PennantPark Investment Corporation, PennantPark Floating Rate Capital Ltd., PennantPark Credit Opportunities Fund, LP (the foregoing PennantPark entities, collectively, the Required Lenders), each Loan Party to the Credit Agreement described below (the Guarantors) and U.S. Bank National Association, as Collateral Agent under the Credit Agreement described below (in such capacity, the Collateral Agent).

e.l.f. Beauty, Inc. – Second Amendment to Second Lien Credit Agreement (June 22nd, 2016)

THIS SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this Amendment) is entered into as of June 7, 2016 (the Second Amendment Effective Date) by and among e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (e.l.f. Cosmetics), JA 139 Fulton Street Corp., a New York corporation (JA 139 Fulton), JA 741 Retail Corp., a New York corporation (JA 741 Retail), JA Cosmetics Retail, Inc., a New York corporation (JA Cosmetics Retail), J.A. RF, LLC, a Delaware limited liability company (JA RF), and J.A. Cherry Hill, LLC, a Delaware limited liability company (JA Cherry Hill; collectively with e.l.f. Cosmetics, JA 139 Fulton, JA 741 Retail, JA Cosmetics Retail and JA RF, the Borrowers), e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (e.l.f. Beauty), the other Persons party hereto that are designated as a Loan Party on the signature pages hereof, PennantPark Investment Corporation, PennantPark Floating Rate Capit

Amendment to Second Lien Credit Agreement (June 14th, 2016)

This Amendment is dated as of June 9, 2016 (this Amendment) and entered into by the undersigned parties to amend, modify and to provide certain acknowledgements of such amendments and modifications to certain provisions in the Second Lien Credit Agreement, dated January 11, 2016 (together with all exhibits and schedules attached thereto, as amended, amended and restated, modified, supplemented, and otherwise in effect, the Second Lien Credit Agreement), by and among SunEdison, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto and Wilmington Savings Fund Society, FSB (as successor to Deutsche Bank AG New York Branch), as Administrative Agent (herein referred to as the Second Lien Administrative Agent), and to provide certain acknowledgements from the Lenders required pursuant to the DIP Credit Agreement (defined below). Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to such terms in the Second Lien

Cotiviti Holdings, Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of May 14, 2014 Among CONNOLLY PARENT, INC. (To Be Merged With and Into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. As Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ROYAL BANK OF CANADA, as Administrative Agent and RBC CAPITAL MARKETS(1) GOLDMAN SACHS BANK USA, CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners GOLDMAN SACHS BANK USA and CREDIT SUISSE SECURI (April 29th, 2016)

SECOND LIEN CREDIT AGREEMENT, dated as of May 14, 2014 (this "Agreement"), by and among Connolly Parent, Inc., a Delaware corporation ("NewCo2"), which upon the effectiveness of the Parent Merger (as defined below) will be merged with and into Connolly Corporation, a Delaware corporation ("Connolly Corp."), Bluefin Tuna Merger Sub, Inc., a Delaware corporation ("Merger Sub"), which upon the effectiveness of the Target Merger (as defined below), will be merged with and into iHealth Technologies, Inc., a Georgia corporation (the "Target"), which will be converted to a corporation organized under the laws of Delaware on the Closing Date, Bluefin Tuna Finance Sub 1, Inc., a Delaware corporation ("Finance Sub 1"), which upon the effectiveness of the Finance Sub 1 Merger (as defined below), will be merged with and into Connolly International Holdings, Inc., a Delaware corporation ("Connolly International"), and Bluefin Tuna Finance Sub 2, Inc., a Delaware corporation ("Finance Sub 2"), which

Performance Health Holdings Corp. – SECOND LIEN CREDIT AGREEMENT Dated as of February 27, 2015 Among THE HYGENIC CORPORATION as a Borrower, THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO, as Lenders, and ARES CAPITAL CORPORATION, as Agent, Lead Arranger and Sole Bookrunner (April 22nd, 2016)

This Second Lien Credit Agreement (as amended, restated or otherwise modified from time to time, this "Agreement") dated as of February 27, 2015 among The Hygenic Corporation, a Delaware corporation ("Hygenic"; Hygenic, together with such other Persons joined to this Agreement as borrowers in accordance with Section 1.3 hereof, each a "Borrower" and collectively the "Borrowers"), the financial institutions party hereto from time to time ("Lenders") and Ares Capital Corporation (in its individual capacity, "Ares"), as Agent for all Lenders.

Atkore International Group Inc. – Amendment No. 1 to Second Lien Credit Agreement (April 15th, 2016)

AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT, dated as of October 14, 2015 (this "Amendment"), among ATKORE INTERNATIONAL, INC., a Delaware corporation (the "Borrower") and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the "Administrative Agent").

Atlas Energy Group, LLC – SECOND LIEN CREDIT AGREEMENT Dated as of March 30, 2016 Among ATLAS ENERGY GROUP, LLC, as Parent, NEW ATLAS HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO, and RIVERSTONE Credit PARTNERS, L.P., as Administrative Agent (March 30th, 2016)

THIS SECOND LIEN CREDIT AGREEMENT, dated as of March 30, 2016, is among ATLAS ENERGY GROUP, LLC, a Delaware limited liability company (the "Parent"); NEW ATLAS HOLDINGS, LLC, a Delaware limited liability company (the "Borrower"); each of the Lenders from time to time party hereto; and Riverstone Credit Partners, L.P. (in its individual capacity, "Riverstone") as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").