Incremental Facility Amendment dated December 28, 2018

Exhibit 10.1

INCREMENTAL FACILITY AMENDMENT

INCREMENTAL FACILITY AMENDMENT, dated as of December 28, 2018 (this “Agreement”), by and among, Canyon Valor Companies, Inc., a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”) and SunTrust Bank (the “Additional Revolving Lender”), and acknowledged by Deutsche Bank AG New York Branch, as the Administrative Agent and Collateral Agent.

RECITALS:

WHEREAS, reference is hereby made to the First Lien Credit Agreement, dated as of June 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Canyon Companies S.à r.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, 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.à r.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, 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 number B 202.299 (“Intermediate Lux Holdings”), Canyon Valor Holdings, Inc., a Delaware corporation (“Intermediate U.S. Holdings”), the Borrower, the lending institutions from time to time party thereto, and Deutsche Bank AG New York Branch, as the Administrative Agent and Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement); and

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish an Incremental Revolving Commitment Increase by, among other things, entering into one or more Incremental Facility Amendments with Additional Revolving Lenders;

WHEREAS, the Additional Revolving Lender and the Borrower wish to establish an Incremental Revolving Commitment Increase on the terms set forth in this Agreement utilizing available capacity pursuant to clause (II) of the definition of Incremental Cap;

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

The Additional Revolving Lender hereby provides the Incremental Revolving Commitment Increase as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below (the loans made pursuant thereto, the “Additional Revolving Loans”). After giving effect to such Incremental Revolving Commitment Increase, the Revolving Commitments of the Revolving Lenders shall be as set forth in Schedule B annexed hereto.

The Additional Revolving Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the most recent financial statements referred to in Section 5.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. This Agreement shall constitute (i) the notice required to be delivered by the Borrower to the Administrative Agent pursuant to Section 2.20(a) of the Credit Agreement and (ii) an “Incremental Facility Amendment” for purposes of Section 2.20(d) of the Credit Agreement.

Notwithstanding any provision to the contrary herein or in the Credit Agreement, the terms of the Incremental Revolving Commitment Increase and the Additional Revolving Loans (including without limitation the Applicable Rate and the principal payment terms applicable thereto) shall, except to the extent of fees expressly set forth in the Fee Letter (the “Incremental Fee”), be the same as the terms of the Revolving Commitments and the Revolving Loans, respectively, outstanding immediately prior to giving effect to this Agreement, and such Incremental Revolving Commitment Increase shall be deemed to constitute Revolving Commitments and such Additional Revolving Loans shall be deemed to constitute Revolving Loans for all purposes of this Agreement and the Credit Agreement and shall constitute one tranche with, and be the same Class as, the Revolving Commitments and Revolving Loans outstanding immediately prior to giving effect to this Agreement. Following the Incremental Amendment Effective Date (as defined below), each reference to “Revolving Commitments” and Revolving Loans made pursuant to Section 2.01(b) shall include the Incremental Revolving Commitment Increase and Additional Revolving Loans, respectively, and each reference to “Lender” shall include the Additional Revolving Lender hereunder, in each case, unless the context shall require otherwise. Each of the parties hereto hereby agrees that, with the consent of the Borrower (not to be unreasonably withheld), the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all amounts of such the Incremental Revolving Commitment Increase and Additional Revolving Loans, when originally made, are Revolving Commitments or Revolving Loans, respectively, for all purposes under the Loan Documents. The Borrower shall not be required to pay fees on the Incremental Revolving Commitment Increase pursuant to Section 2.12 of the Credit Agreement for any period prior to the Incremental Amendment Effective Date.

The Additional Revolving Lender hereby agrees to make the Incremental Revolving Commitment Increase on the following terms and conditions:

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

SCHEDULE A
TO INCREMENTAL AGREEMENT

SCHEDULE B
TO INCREMENTAL AGREEMENT