FIRST AMENDMENT AGREEMENT

FIRST AMENDMENT AGREEMENT

This FIRST AMENDMENT to the Credit Agreement referred to below, dated as of April 7, 2017 (this “First Amendment”), by and among COTIVITI CORPORATION, a Delaware corporation as a borrower (the “Top Borrower”), COTIVITI DOMESTIC HOLDINGS, INC., a Delaware corporation (a “Borrower” and together with the Top Borrower, the “Borrowers”), COTIVITI INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Top Borrower, as Subsidiary Guarantors, the Lenders under the Credit Agreement immediately prior to the First Amendment Effective Date (as defined below) party hereto, each Consenting Lender (as defined below), the Replacement Lender (as defined below) and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).  Capitalized terms not otherwise defined in this First Amendment have the same meanings as specified in the Credit Agreement (as defined below), as amended by this First Amendment.

RECITALS

WHEREAS, the Borrowers, Holdings, the several Lenders (as defined in the Credit Agreement) from time to time party thereto and the Administrative Agent, have entered into that certain Amended and Restated First Lien Credit Agreement, dated as of September 28, 2016 (together with all exhibits and schedules attached thereto, as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);  

WHEREAS, the Borrowers, the undersigned Lenders (including the Replacement Lender (if applicable)) and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth;

WHEREAS, each Initial Term B  Lender under the Credit Agreement immediately prior to the First Amendment Effective Date (collectively, the “Existing Term Lenders”) that executes and delivers a consent to this First Amendment in the form of the “Term Lender Consent” attached hereto as Annex I (a “Term Lender Consent”) and selects Option A thereunder (the “Continuing Term Lenders”) thereby agrees to the terms and conditions of this First Amendment;

WHEREAS, each Existing Term Lender that executes and delivers a Term Lender Consent and selects Option B thereunder (the “Non-Continuing Term Lenders” and, together with the Continuing Term Lenders, the “Consenting Term Lenders”) thereby agrees to the terms and conditions of this First Amendment and agrees that it shall execute, or shall be deemed to have executed, a counterpart of the Master Assignment and Assumption Agreement substantially in the form attached hereto as Annex II (a “Master Assignment”) and shall in accordance therewith sell all of its existing Initial Term B  Loans as specified in the applicable Master Assignment, as further set forth in this First Amendment;

WHEREAS, each Existing Term Lender that fails to execute and return a Term Lender Consent by 12:00 p.m. (New York City time), on March 31, 2017 (the “Consent Deadline”) (each, a “Non-Consenting Term Lender”) shall, in accordance with Section 2.19(b) of the Credit Agreement, assign and delegate (or be deemed to assign and delegate), without recourse (in accordance with Section 9.05(b) of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Loan Documents in respect of its existing Initial Term B  Loans to the Replacement Lender (if any), which shall assume such obligations as specified in the Master Assignment, as further set forth in this First Amendment;

WHEREAS, each Loan Party party hereto (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this First Amendment becoming effective and the consummation of the transactions contemplated hereby and agrees

to reaffirm its obligations pursuant to the Credit Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; and

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

“First Amendment” means that certain First Amendment to Credit Agreement, dated as of April  7, 2017, among the Borrowers, Holdings, the Subsidiary Guarantors, the Administrative Agent and the Lenders party thereto.

“First Amendment Effective Date” shall mean April 7, 2017.

“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the NYFRB Rate in effect on such day plus 0.50%, (b) to the extent ascertainable, the Published LIBO Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis) plus 1.00%, (c) the Prime Rate and (d) solely with respect to the Initial Term B Loans prior to the First Amendment Effective Date, 1.75% per annum.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Published LIBO Rate, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Published LIBO Rate, as the case may be.

“Applicable Rate” means, for any day, (a)(x) at any time prior to the First Amendment Effective Date, with respect to any Initial Term B Loan, subject to the last paragraph of this definition, a percentage per annum equal to 1.75% for ABR Loans and 2.75% for LIBO Rate Loans, and (y) from and after the First Amendment Effective Date, with respect to any Initial Term B Loan, subject to the last paragraph of this definition, a percentage per annum equal to 1.50% for ABR Loans and 2.50% for LIBO Rate Loans.

“; provided that, (a) in no event shall the LIBO Rate (x) solely with respect to the Initial Term B Loans at any time prior to the First Amendment Effective Date, be less than 0.75% per annum and (y) solely with respect to (1) the Initial Term A Loans, (2) the Initial Revolving Loans and (3) after and from the First Amendment Effective Date, the Initial Term B Loans, be less than 0.00% per annum”

[Remainder of page intentionally left blank.]

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

ANNEX I

INITIAL TERM B  LENDER CONSENT TO
FIRST AMENDMENT TO CREDIT AGREEMENT

PROCEDURE FOR INITIAL TERM B  LENDERS:

The above-named Initial Term B  Lender elects to:

OPTION A  – CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING INITIAL TERM  B  LOANS: ☐ Consent and agree to this First Amendment and agree to continue as an Initial Term B  Lender with respect to its entire outstanding principal amount of Initial Term B Loans under the Credit Agreement after giving effect to the First Amendment, or a lower principal amount as reasonably determined by the Lead Arranger.  

OPTION B – CONSENT TO AMENDMENT ONLY: ☐ Consent to the First Amendment and agree to sell and assign its entire outstanding principal amount of Initial Term B  Loans under the Credit Agreement after giving effect to the First Amendment, or a lower principal amount as reasonably determined by the Lead Arranger, to the Replacement Lender pursuant to the Master Assignment.

ANNEX II

FORM OF MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT

FOR COTIVITI CORPORATION.
CREDIT AGREEMENT

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between each Assignor identified in Section 1 below (each, an “Assignor”) and JPMorgan Chase Bank, N.A. (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from each Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the applicable Assignor’s rights and obligations in its capacity as a Term Lender under the First Lien Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the principal amount of Initial Term  B Loans identified opposite such Assignor’s name in the table set out in Section 6 below under the caption “Aggregate Amount of Initial Term  B Loans held immediately prior to the First Amendment Effective Date” and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the applicable Assignor (in its capacity as a Term Lender) against any Person, whether known or unknown, arising under or in connection with the First Lien Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Upon the assignment by each Assignor of all of such Assignor’s rights and obligations under the First Lien Credit Agreement immediately prior to the First Amendment Effective Date pursuant to this Assignment and Assumption, such Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15,  2.16,  2.17 and 9.03 of the First Lien Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date identified below and subject to its obligations hereunder and under Section 9.13 of the First Lien Credit Agreement.  Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the First Lien Credit Agreement, (ii) without recourse to the applicable Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the applicable Assignor.

By purchasing the Assigned Interest, the Assignee agrees that, for purposes of that certain First Amendment to Credit Agreement dated as of April  7, 2017 (the “First Amendment”), by and among the Borrowers, Holdings, certain subsidiaries of the Top Borrower, the Required Lenders, the Replacement Lender and the Consenting Lenders referred to therein, the Administrative Agent, it shall be deemed to have consented and agreed to the First Amendment.

1.Assignor:Each person identified in the column entitled “Assignor” in the table set out in Section 6 below.

2.Assignee:JPMorgan Chase Bank, N.A.

3.Borrowers:  (i) Cotiviti Corporation and (ii) Cotiviti Domestic Holdings, Inc..

4.Administrative Agent:  JPMorgan Chase Bank, N.A., as administrative agent under the First Lien Credit Agreement

5.First Lien Credit Agreement:  That certain Amended and Restated First Lien Credit Agreement, dated as of September 28, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “First Lien Credit Agreement”), by and among, inter alios,  Cotiviti Intermediate Holdings, Inc., a Delaware Corporation, as Holdings, Cotiviti  Corporation, a Delaware Corporation, as the Top Borrower, and the other Borrower party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., in its capacities as the swingline lender and as administrative agent and collateral agent for the Lenders.

6.Assigned Interest1:

Effective Date:  [  ]

7.THE PARTIES HERETO ACKNOWLEDGE THAT ANY ASSIGNMENT TO ANY DISQUALIFIED INSTITUTION WITHOUT OBTAINING THE REQUIRED CONSENT OF THE TOP BORROWER OR, TO THE EXTENT THE TOP BORROWER’S CONSENT IS REQUIRED UNDER SECTION 9.05 OF THE FIRST LIEN CREDIT AGREEMENT, TO ANY OTHER PERSON, SHALL BE NULL AND VOID, AND, IN THE EVENT OF ANY SUCH ASSIGNMENT (AND ANY ASSIGNMENT TO ANY AFFILIATE OF ANY DISQUALIFIED INSTITUTION (OTHER THAN A BONA FIDE DEBT FUND)), ANY BORROWER SHALL BE ENTITLED TO PURSUE THE REMEDIES DESCRIBED IN SECTION 9.05 OF THE FIRST LIEN CREDIT AGREEMENT.

[Signature Page Follows]

The terms set forth in this Assignment and Assumption are hereby agreed to:

□ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED INSTITUTIONS AND (I) REPRESENTS AND WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN AFFILIATE OF ANY INSTITUTION IDENTIFIED ON SUCH LIST AND (II) ACKNOWLEDGES THAT ANY ASSIGNMENT MADE TO AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN A BONA FIDE DEBT FUND) SHALL BE SUBJECT TO SECTION 9.05 OF THE FIRST LIEN CREDIT AGREEMENT.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.

1.1Assignor.  Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the First Lien Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Top Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Top Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2Assignee.  The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the First Lien Credit Agreement, (ii) it satisfies the requirements, if any, specified in the First Lien Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the First Lien Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder and (iv) it has received a copy of the First Lien Credit Agreement and the Intercreditor Agreement, together with copies of the most recent financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) it has examined the list of Disqualified Institutions and it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution and (vi) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.17 of the First Lien Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the First Lien Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (iii) 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.

2.Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York.