AMENDMENT NUMBER FIVE AND WAIVER TO FIRST LIEN
LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER FIVE AND WAIVER TO FIRST LIEN LOAN AND SECURITY AGREEMENT (this Amendment) is dated as of June 7, 2019, and is entered into by and among MALLARD INTERMEDIATE, INC., a Delaware corporation (Intermediate Holdco), MALLARD BUYER CORP., a Delaware corporation (Borrower Agent), each other Subsidiary of Intermediate Holdco from time to time party to the Loan Agreement referenced below (together with the Borrower Agent, each a Borrower and, collectively, Borrowers), the Lenders (as defined below) party hereto, and BANK OF THE WEST (Bank of the West), as administrative agent for the Lenders (in such capacity, Agent).
WHEREAS, Intermediate Holdco, Borrowers, the financial institutions from time to time party thereto as lenders (collectively, the Lenders), and the Agent are parties to that certain First Lien Loan and Security Agreement, dated as of October 14, 2016 (as amended from time to time, the Loan Agreement):
WHEREAS, Events of Default may have occurred pursuant to (i) Section 11.1(h) of the Loan Agreement as a result of loss of Collateral not covered by insurance exceeding $1,000,000, (ii) Section 8.6.2 of the Loan Agreement as a result of failure by the Borrowers to maintain an appropriate level of insurance and (iii) Section 9.1.17, solely during the period of time the Events of Default referred to in this paragraph were in existence and solely with respect to such Events of Default and (iv) any other Default or Event of Default that exists because of the continuance of the defaults described in clauses (i), (ii) and (iii) above (and which would not exist but for the continuance of such Defaults or Events of Default) (the foregoing Events of Default in clauses (i) through (iv) above are hereinafter collectively referred to as the Designated Defaults);
WHEREAS, the Borrowers and the Guarantors have requested that Agent and the Required Lenders signatory hereto waive the Designated Defaults on the terms set forth herein;
WHEREAS, the Borrowers have requested that Agent and the Required Lenders agree to certain amendments to the Loan Agreement as specified here;
WHEREAS, Agent and Required Lenders have agree to Borrowers request, subject to the terms of this Amendment.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties agree as follows:
1. DEFINITIONS. All terms which are defined in the Loan Agreement shall have the same definition when used herein unless a different definition is ascribed to such term under this Amendment, in which case, the definition contained herein shall govern.