SECONDAMENDMENT TO CREDIT AGREEMENT

Contract Categories: Business Finance - Credit Agreements
EX-10.1 2 d858734dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION COPY

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 26, 2015, is by and among EPIQ SYSTEMS, INC., a Missouri corporation (the “Borrower”), the Guarantors signatories hereto, the Lenders signatories hereto, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of August 27, 2013 (as amended by that certain First Amendment to Credit Agreement dated as of March 26, 2014, the “Existing Credit Agreement”); and

WHEREAS, the Borrower has requested that certain provisions of the Existing Credit Agreement be amended; and

WHEREAS, the Lenders are willing to make such additional amendments to the Existing Credit Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1.

DEFINITIONS

SUBPART 1.1 Certain Definitions. The following terms used in this Amendment, including its preamble and recitals, have the following meanings:

Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

Second Amendment Effective Date” shall have the meaning assigned to such term in the introductory paragraph of Part 3 hereof.

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement.

PART 2.

AMENDMENTS TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Second Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2. Except as so amended, the Existing Credit Agreement and all other Loan Documents shall continue in full force and effect.


SUBPART 2.1 Amendments to Section 1.01.

(a) The definition of “Applicable Margin” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

Applicable Margin” means:

(a) For the purposes of calculating the interest rate applicable to the Term Loan, 2.75% per annum for Base Rate Loans, and (B) 3.75% per annum for Eurodollar Loans; and

(b) For the purposes of calculating (i) the interest rate applicable to Revolving Loans, (ii) the Commitment Fee pursuant to Section 2.11(a), and (iii) the LC Fee applicable to outstanding Letters of Credit pursuant to Section 2.11(b):

(A) From the Second Amendment Effective Date through the date on which the Borrower delivers its audited consolidated financial statements and Compliance Certificate for the fiscal year ending December 31, 2014 pursuant to Section 7.01(a) and 7.01(c), respectively, (1) 2.75% per annum for Base Rate Loans, (2) 3.75% per annum for Eurodollar Loans and the LC Fee payable pursuant to Section 2.11(b) and (3) 0.50% per annum for the Commitment Fee payable pursuant to Section 2.11(a); and

(B) Thereafter, the applicable percentage per annum set forth below, determined by reference to the Consolidated Total Net Leverage Ratio as set forth on the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.01(c):

 

Consolidated Total Net Leverage Ratio

   Applicable Margin for
Base Rate Loans
    Applicable Margin for
Eurodollar Loans and
LC Fee under
Section 2.11(b)
    Applicable Margin for
Commitment Fee
under Section 2.11(a)
 

> 3.25 to 1.0

     3.25     4.25     0.50

£ 3.25 to 1.0 but > 2.25 to 1.0

     2.75     3.75     0.50

£ 2.25 to 1.0

     2.25     3.25     0.375

Changes in the Applicable Margin based upon changes in the Consolidated Total Net Leverage Ratio shall become effective on the third Business Day following the date that the required consolidated financial statements are delivered to the Administrative Agent pursuant to Section 7.01(a) or Section 7.01(b), as applicable, accompanied by a Compliance Certificate in accordance with Section 7.01(c), demonstrating the computation of the Consolidated Total Net Leverage Ratio. Notwithstanding the foregoing provisions, if the Borrower has failed to timely deliver its consolidated financial statements referred to in Section 7.01(a) or Section 7.01(b), accompanied by a Compliance Certificate in accordance with Section 7.01(c), and such failure has continued for five Business Days, the Applicable Margin at such time shall be the highest percentage indicated therefor in the above matrix unless waived by the Administrative Agent and the Required Lenders, regardless of the Consolidated Total Net Leverage Ratio at such time (provided that the Applicable Margin shall be determined based on the Consolidated Total Net Leverage Ratio at and after such financial statements and Compliance Certificate are delivered to the Administrative Agent and the Lenders). The above matrix does not modify or waive, in any respect, any rights of the Administrative Agent and the Lenders to charge any default rate of interest in accordance with the terms hereof or any of the other rights and remedies of the Administrative Agent and the Lenders hereunder. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.09(h).

 

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(b) The definition of “Consolidated EBITDA” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus, without duplication (a) the sum of the following to the extent deducted in calculating such Consolidated Net Income (except in the case of clause (xi) below): (i) Consolidated Interest Charges, (ii) the provision for federal, state, local, franchise and foreign income taxes payable by the Borrower and its Subsidiaries, (iii) depreciation and amortization expense, (iv) other losses and non-recurring expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) costs, fees and expenses incurred in connection with the Transaction; provided the aggregate amount added back pursuant to this clause (v) for all periods shall not exceed $8,500,000, (vi) unamortized costs, fees and expenses incurred in connection with (A) permitted Investments, issuances of Equity Interests, issuances of Indebtedness and dispositions, in each case, solely to the extent permitted under this Agreement, in an aggregate amount not to exceed $5,000,000 in any trailing twelve month period and (B) any Acquisition (occurring prior to, on or subsequent to the Closing Date) whether or not consummated (including bonuses paid to employees on or about the applicable closing date in connection therewith) in an aggregate amount not to exceed $10,000,000 in any trailing twelve month period, (vii) expenses and charges which will be indemnified or reimbursed to the extent such amounts are covered by funds in a valid escrow account or similar arrangement, (viii) technology expenses in connection with any data center transition and/or consolidation that have been incurred prior to the Closing Date or within six months thereafter in an aggregate amount not to exceed $4,000,000, (ix) additional technology expenses incurred after the Closing Date in connection with any data center transition and/or consolidation in an aggregate amount not to exceed $4,000,000 in any trailing twelve month period, (x) one time compensation charges incurred in connection with Permitted Acquisitions, including, but not limited to, stay bonuses paid to existing management and severance costs in an aggregate amount not to exceed $3,000,000 in any trailing twelve month period; provided that stay bonuses may only be included pursuant to this clause (x) for the eighteen (18) month period immediately following the consummation of the Permitted Acquisition pursuant to which the stay bonus was created, (xi) cash proceeds of business interruption insurance, (xii) cash purchase price adjustments paid to sellers in connection with Permitted Acquisitions, (xiii) [reserved], (xiv) integration and reorganization charges incurred prior to December 31, 2013 in an aggregate amount not to exceed $1,000,000, (xv) charges, fees, costs and expenses incurred or paid in connection with the Loan Documents, (xvi) with respect to any trailing twelve month period that includes a fiscal quarter period ending on or prior to December 31, 2015, Proxy Contest and Strategic Review Costs in an aggregate amount not to exceed $6,000,000 in such trailing twelve month period and (xvii) for any trailing twelve month period ending after the Second Amendment Effective Date, severance and reorganization costs, in each case, incurred prior to December 31, 2015, in an aggregate amount not to exceed $1,000,000 for such twelve month period; provided that in no event shall the aggregate amount added back pursuant to clauses (vi), (ix) and (x) above in any trailing twelve month period exceed 10% of Consolidated EBITDA for such period minus (b) each of the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits and (ii) all items increasing Consolidated Net Income which are non-cash and are not expected to convert to cash within one year.

 

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(c) The definition of “Consolidated Net Income” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

Consolidated Net Income” means for any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; (i) provided that, without duplication, each of the following shall be excluded in the determination of Consolidated Net Income for any applicable period: (a) any extraordinary gains and charges for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) any impairment charges or asset write-offs or write downs related to intangible assets and the amortization of intangibles arising pursuant to GAAP, (d) any non-cash compensation charge or expense, (e) the income (or loss) of any Person that is not a wholly-owned Subsidiary of the Borrower except to the extent of the amount of dividends or other distributions actually paid in cash by such Person to the Borrower or any of its Subsidiaries during such period and the payment of such dividends or distributions was not at the time subject to the consent of a third party or prohibited by operation of the terms of its charter or of any agreement, instrument, judgment decree, order, rule or governmental regulation applicable to such Person, (f) the cumulative effect of foreign currency translations during such period to the extent included in Consolidated Net Income, (g) any gains or losses from discontinued operations, (h) any after-tax gains or losses attributable to Asset Sales or other asset dispositions outside of Ordinary Course of Business (including events resulting in Insurance and Condemnation Events) and (i) net after-tax income attributable to the early extinguishment of Indebtedness, and (ii) plus, without duplication, the sum of the following to the extent deducted in calculating such Consolidated Net Income for such period: (a) charges and expenses related to contingent and/or deferred consideration in connection with Permitted Acquisitions and (b) for any trailing twelve month period that includes a fiscal quarter ending on or after January 1, 2014 and on or prior to September 30, 3014 (each such fiscal quarter, a “Severance Period”), severance and reorganization costs and expenses incurred during such Severance Period in an aggregate amount not to exceed (1) $2,700,000 for the Severance Period ending March 31, 2014, (2) $9,300,000 for the Severance Period ending June 30, 2014, (3) $1,300,000 for the Severance Period ending September 30, 2014 and (4) $350,000 for the Severance Period ending December 31, 2014.

(d) Clause (g) of the definition of “Excess Cash Flow” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(g) all cash items (I) added back to Consolidated Net Income in the calculation of Consolidated EBITDA for such period pursuant to clause (a) of the definition of Consolidated EBITDA, (II) added back to net income (or loss) in the calculation of Consolidated Net Income for such period pursuant to clause (ii) of the definition of Consolidated Net Income and (III) of the type described in clause (ii) of the definition of Consolidated Net Income to the extent paid by the Borrower in cash after the last day of such fiscal year and prior to the date that the applicable prepayment from Excess Cash Flow is required by Section 2.13(b)(iv) for such fiscal year (provided that any such items described in clause (II) of this clause (g) that was deducted for a prior fiscal year pursuant to clause (III) hereof may not be deducted pursuant to clause (II) hereof when calculating Excess Cash Flow for the subsequent fiscal year in which such cash item was paid),

(e) The following new definitions are hereby added to Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical order:

Proxy Contest and Strategic Review Costs” means fees, costs and expenses incurred by the Borrower in connection with or in response to action taken by (or proposed to be taken by) any of the Borrower’s stockholders to engage in a potential proxy contest or to encourage or otherwise require the Borrower to consider its potential strategic or financial alternatives. These

 

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costs include, without limitation, costs incurred by the Borrower for travel and related expenses and to analyze, respond to, dispute, negotiate or litigate and/or settle such proxy contests and potential (and effectuated if any) strategic or financial alternatives including to engage and pay fees to outside legal counsel, financial public relations firms, rights agents, proxy solicitors, investment bankers and other advisers, agents and representatives to assist the Borrower in developing, analyzing, disclosing and implementing the Borrower’s response(s) to any such proxy contest or the evaluation and engagement of potential strategic or financial alternatives.

Second Amendment Effective Date” means January 26, 2015.

PART 3.

CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective as of the date hereof (the “Second Amendment Effective Date”) upon receipt by the Administrative Agent of counterparts of this Amendment, which collectively shall have been duly executed on behalf of each Credit Party, the Administrative Agent, the Required Lenders and each Term Lender, and thereafter this Amendment shall be known, and may be referred to, as the “Second Amendment”:

SUBPART 3.1 Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each Credit Party, the Required Lenders and the Administrative Agent.

SUBPART 3.2 Amendment Fees. The Administrative Agent shall have received, with respect to each Lender that approves this Amendment, an amendment fee equal to 10 basis points on the aggregate principal amount of the sum of (A) the Revolving Commitment of such Lender and (B) the outstanding principal amount of the Term Loan held by such Lender under the Existing Credit Agreement, in each case as of the Second Amendment Effective Date immediately prior to giving effect to this Amendment.

SUBPART 3.3 Other Fees and Out of Pocket Costs. The Borrower shall have paid the reasonable and documented out-of-pocket costs (to the extent invoiced) incurred by the Administrative Agent (including the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel).

PART 4.

MISCELLANEOUS

SUBPART 4.1 Representations and Warranties. The Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders that (a) after giving effect to this Amendment, (i) no Default or Event of Default exists under the Amended Credit Agreement or any of the other Loan Documents and (ii) the representations and warranties set forth in Article VI of the Existing Credit Agreement or in the other Loan Documents are true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) as of the date when made (except that for purposes of this Subpart 4.1, the representations and warranties contained in Section 6.05(a) and (b) of the Existing Credit Agreement, shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.01(a) and (b) of the Existing Credit Agreement, respectively).

 

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SUBPART 4.2 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Amended Credit Agreement and acknowledges and reaffirms (i) that it is bound by all terms of the Amended Credit Agreement and (ii) that it is responsible for the observance and full performance of the Obligations. Without limiting the generality of the proceeding sentence, (i) each of the Guarantors restates that it jointly and severally guarantees the prompt payment when due of all Obligations, in accordance with, and pursuant to the terms of, Article IV of the Amended Credit Agreement and (ii) each of the Credit Parties agrees that all references in the Security Agreement and the other Collateral Documents to the term “Secured Obligations” shall be deemed to include all of the obligations of the Credit Parties to the Lenders and the Administrative Agent, whenever arising, under the Amended Credit Agreement, the Collateral Documents or any of the other Loan Documents (including, but not limited to, any interest, expenses and cost and charges that accrue after the commencement by or against any Credit Party or any Affiliate thereof or any proceedings under any Debtor Relief Laws naming such Person as the debtor in such proceeding).

SUBPART 4.3 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

SUBPART 4.4 Instrument Pursuant to Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

SUBPART 4.5 References in Other Loan Documents. At such time as this Amendment shall become effective pursuant to the terms of Part 3, all references in the Amended Credit Agreement to the “Agreement” or in any other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.

SUBPART 4.6 Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopy or other electronic means (including email .pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

SUBPART 4.7 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SUBPART 4.8 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SUBPART 4.9 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.08 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[remainder of page intentionally left blank]

 

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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

 

BORROWER: EPIQ SYSTEMS, INC.,
as the Borrower
By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer
GUARANTORS: EPIQ SYSTEMS ACQUISITION, INC.,
as a Guarantor
By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer
EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC.,
as a Guarantor
By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer
EPIQ BANKRUPTCY SOLUTIONS, LLC,
as a Guarantor
By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer
HILSOFT, INC.,
as a Guarantor
By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


EPIQ EDISCOVERY SOLUTIONS, INC.,
as a Guarantor
By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer

ENCORE LEGAL SOLUTIONS, INC.,

as a Guarantor

By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer

DE NOVO LEGAL, LLC,

as a Guarantor

By:

/s/ Karin-Joyce Tjon

Name: Kari- Joyce Tjon
Title: Executive Vice President & Chief Financial Officer

EPIQ SYSTEMS HOLDINGS, LLC,

as a Guarantor

By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer

EPIQ TECHNOLOGY, LLC,

as a Guarantor

By:

/s/ Karin-Joyce Tjon

Name: Karin-Joyce Tjon
Title: Executive Vice President & Chief Financial Officer

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


ADMINISTRATIVE AGENT: KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent, a Lender,
Swing Line Lender and LC Issuer
By:

/s/ David A. Wild

Name: David A. Wild
Title: Senior Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: FirstMerit Bank, N.A.,
as a Lender
By:

/s/ Timothy Daniels

Name: Timothy Daniels
Title: Senior Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


APOSTLE LOOMIS SAYLES CREDIT
OPPORTUNITIES FUND
As Lender
By: Loomis, Sayles & Company, L.P.
Its Investment Manager
By: Loomis, Sayles & Company, Incorporated
Its General Partner
LENDER:

 

as a Lender
By:

/s/ Mary McCarthy

Name: Mary McCarthy
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


APOSTLE LOOMIS SAYLES SENIOR LOAN FUND
As Lender
By: Loomis, Sayles & Company, L.P.
Its Investment Manager
By: Loomis, Sayles & Company, Incorporated
Its General Partner
LENDER:

 

as a Lender
By:

/s/ Mary McCarthy

Name: Mary McCarthy
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


THE LOOMIS SAYLES SENIOR LOAN FUND, LLC
As Lender
By: Loomis, Sayles & Company, L.P.
Its Managing Member
By: Loomis, Sayles & Company, Incorporated
Its General Partner
LENDER:

 

as a Lender
By:

/s/ Mary McCarthy

Name: Mary McCarthy
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


NATIXIS LOOMIS SAYLES SENIOR LOAN FUND
As Lender
By: Loomis, Sayles & Company, L.P.
Its Investment Manager
By: Loomis, Sayles & Company, Incorporated
Its General Partner
LENDER:

 

as a Lender
By:

/s/ Mary McCarthy

Name: Mary McCarthy
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Golub Capital Partners CLO 10, Ltd.,
as a Lender
By:

/s/ Chris Jamieson

Name: Chris Jamieson
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Golub Capital Partners CLO 11, Ltd.,
as a Lender
By:

/s/ Chris Jamieson

Name: Chris Jamieson
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Golub Capital Partners CLO 14, Ltd.,
as a Lender
By:

/s/ Chris Jamieson

Name: Chris Jamieson
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Golub Capital Partners CLO 15, Ltd.,
as a Lender
By:

/s/ Chris Jamieson

Name: Chris Jamieson
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Golub Capital Partners CLO 19(B), Ltd.,
as a Lender
By:

/s/ Chris Jamieson

Name: Chris Jamieson
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Golub Capital Partners CLO 23(B), Ltd.,
as a Lender
By:

/s/ Chris Jamieson

Name: Chris Jamieson
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: AMMC CLO IX, LIMITED
as a Lender
By:

/s/ David P. Meyer

Name: David P. Meyer
Title: Senior Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: AMMC CLO X, LIMITED
as a Lender
By:

/s/ David P. Meyer

Name: David P. Meyer
Title: Senior Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: AMMC CLO XI, LIMITED
as a Lender
By:

/s/ David P. Meyer

Name: David P. Meyer
Title: Senior Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: AMMC CLO XII, LIMITED
as a Lender
By:

/s/ David P. Meyer

Name: David P. Meyer
Title: Senior Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: AMMC CLO XIII, LIMITED
as a Lender
By:

/s/ David P. Meyer

Name: David P. Meyer
Title: Senior Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: ASF1 Loan Funding LLC,
as a Lender
By:

/s/ Lauri Pool

Name: Lauri Pool
Title: Associate Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: RAYMOND JAMES BANK, N.A.
as a Lender
By:

/s/ Kathy Bennett

Name: Kathy Bennett
Title: SVP

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: UBS AG, Stamford Branch

 

as a Lender
By:

/s/ Craig Pearson

Name: Craig Pearson
Title: Associate Director
Banking Products Services, US
By:

/s/ Darlene Arias

Name: Darlene Arias
Title: Director
Banking Products Services, US

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: JMP CREDIT ADVISORS CLO II LTD.
By: JMP Credit Advisors LLC, As Attorney-in-Fact
By:

/s/ April Lowry

Name: April Lowry
Title: Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: JMP CREDIT ADVISORS CLO III LTD.
By: JMP Credit Advisors LLC, As Attorney-in-Fact
By:

/s/ April Lowry

Name: April Lowry
Title: Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: DENALI CAPITAL CLO VII, LTD.
as a Lender
By:

/s/ Nicole Kouba

Name: Nicole Kouba
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: DENALI CAPITAL CLO X, LTD.
as a Lender
By:

/s/ Nicole Kouba

Name: Nicole Kouba
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Bronco Trading, LLC,
as a Lender
By:

/s/ Joshua Lowe

Name: Joshua Lowe
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Davidson River Trading, LLC,
as a Lender
By:

/s/ Joshua Lowe

Name: Joshua Lowe
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: SILICON VALLEY BANK
as a Lender
By:

/s/ Matt Kelty

Name: Matt Kelty
Title: VP

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


AIB DEBT MANAGEMENT LIMITED: By:

/s/ Roisin O’Connell

Name: Roisin O’Connell
Title: Senior Vice President

Investment Advisor to

AIB Debt Management, Limited

By:

/s/ Lauren Bourke

Name: Lauren Bourke
Title: Assistant Vice President

Investment Advisor to

AIB Debt Management, Limited

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: BayernInvest Alternative Loan-Fonds,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: California Public Employees’ Retirement System,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: City of New York Group Trust,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: IBM Personal Pension Plan Trust,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: INB (L) Flex - Senior Loans,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: ISL Loan Trust,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: NEW MEXICO STATE INVESTMENT COUNCIL,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya CLO 2012-3, Ltd.,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya CLO 2012-4, Ltd.,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya CLO 2013-1, Ltd.,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya CLO 2013-2, Ltd.,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya CLO 2013-3, Ltd.,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya CLO 2014-2, Ltd.,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya Floating Rate Fund,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya Investment Trust Co. Plan for Common Trust Funds - Voya Senior Loan Common Trust Fund,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya Investment Trust Co. Plan for Employee Benefit Investment Funds - Voya Senior Loan Trust Fund,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya Prime Rate Trust,
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Voya Senior Income Fund
as a Lender
By:

/s/ Jason Esplin

Name: Jason Esplin
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Everest Fund LLC
as a Lender
By:

/s/ Jonathan M. Barnes

Name: Jonathan M. Barnes
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Zeus Trading LLC
as a Lender
By:

/s/ Jonathan M. Barnes

Name: Jonathan M. Barnes
Title: Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER:

ARROWOOD INDEMNITY COMPANY

ARROWOOD INDEMNITY COMPANY AS ADMINISTRATOR OF THE PENSION PLAN OF ARROWOOD INDEMNITY COMPANY,

each as a Lender
By: Babson Capital Management LLC as Investment Adviser
By:

/s/ Earl Hermann

Name: Earl Hermann
Title: Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: GE Capital Corporation
as a Lender
By:

/s/ Jeffrey A. Skinner

Name: Jeffrey A. Skinner
Title: Duly Authorized Signatory

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: American General Life Insurance Company,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: American Home Assurance Company,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Avalon IV Capital, Ltd.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Blue Hill CLO, Ltd.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: BOC Pension Investment Fund,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Diversified Credit Portfolio Ltd.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Invesco Dynamic Credit Opportunities Fund,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Invesco Floating Rate Fund,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Invesco Senior Income Trust,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Invesco Senior Loan Fund,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Invesco Zodiac Funds - Invesco US Senior Loan Fund,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Kaiser Foundation Hospitals,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Kaiser Permanente Group Trust,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Lexington Insurance Company,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Linde Pension Plan Trust,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Marea CLO, Ltd.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Medical Liability Mutual Insurance Company,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: National Union Fire Insurance Company of Pittsburgh, Pa.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Nomad CLO, Ltd.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: North End CLO, Ltd.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: QUALCOMM Global Trading Pte. Ltd.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: The City of New York Group Trust,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: The Variable Annuity Life Insurance Company,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Wasatch CLO Ltd.,
as a Lender
By:

/s/ Phil Yarrow

Name: Phil Yarrow
Title: Authorized Individual

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Deutsche Floating Rate Fund,
as a Lender
By:

/s/ Shayna Malnak

Name: Shayna Malnak
Title: Vice President
By:

/s/ Eric Meyer

Name: Eric Meyer
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: George Lucas Family Foundation,
as a Lender
By:

/s/ Shayna Malnak

Name: Shayna Malnak
Title: Vice President
By:

/s/ Eric Meyer

Name: Eric Meyer
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Mt. Whitney Securities, Inc.,
as a Lender
By:

/s/ Shayna Malnak

Name: Shayna Malnak
Title: Vice President
By:

/s/ Eric Meyer

Name: Eric Meyer
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: The GWL Living Trust,
as a Lender
By:

/s/ Shayna Malnak

Name: Shayna Malnak
Title: Vice President
By:

/s/ Eric Meyer

Name: Eric Meyer
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Pioneer Dynamic Credit Fund
Pioneer Floating Rate Fund
Pioneer Floating Rate Trust
Met Investors Series Trust - Pioneer Strategic Income Portfolio
Pioneer Multi-Asset Ultrashort Income Fund
Each as a Lender
By: Pioneer Management, Inc.
As advisor to each Lender above
By:

/s/ Margaret C. Begley

Name: Margaret C. Begley
Title: Secretary and Associate General Counsel
Ascension Alpha Fund, LLC
Stichting Pensioenfonds Medische Specialisten
Multi Sector Value Bond Fund
Each as a Lender
By: Pioneer Institutional Asset Management, Inc.
As advisor to each Lender above
By:

/s/ Margaret C. Begley

Name: Margaret C. Begley
Title: Secretary and Associate General Counsel

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER:
OCTAGON INVESTMENT PARTNERS XII, LTD.
By: Octagon Creditor Investors, LLC
as Collateral Manager
OCTAGON INVESTMENT PARTNERS XIV, LTD.
By: Octagon Creditor Investors, LLC
as Collateral Manager
OCTAGON INVESTMENT PARTNERS XVI, LTD.
By: Octagon Creditor Investors, LLC
as Collateral Manager
OCTAGON INVESTMENT PARTNERS XVII, LTD.
By: Octagon Creditor Investors, LLC
as Collateral Manager
OCTAGON INVESTMENT PARTNERS XVIII, LTD.
By: Octagon Creditor Investors, LLC
as Collateral Manager
US Bank N.A., solely as trustee of the DOLL Trust
(for Qualified Institutional Investors only),
(and not in its individual capacity)
By: Octagon Credit Investors, LLC
as Portfolio Manager
Octagon Delaware Trust 2011
By: Octagon Credit Investors, LLC
as Portfolio Manager
OCTAGON PAUL CREDIT FUND SERIES I, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager

G.A.S. (Cayman) Limited,

as Trustee on behalf of Octagon Joint Credit Trust Series 1

(and not in its individual capacity)
By: Octagon Credit Investors, LLC
as Portfolio Manager

 

as a Lender
By:

/s/ Gretchen Mohr Lam

Name: Gretchen Mohr Lam
Title: Portfolio Manager

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Venture IX CDO, Limited
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Venture XVII CLO, Limited,
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Venture X CLO, Limited,
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: VENTURE XV CLO, Limited,
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Venture XVIII CLO, Limited,
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Venture XI CLO, Limited,
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Venture XII CLO, Limited,
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Venture XIII CLO, Limited,
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: VENTURE XIV CLO, Limited,
as a Lender
By:

/s/ Michael Regan

Name: Michael Regan
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Carlyle Global Market Strategies CLO 2011-1 Ltd.,
as a Lender
By:

/s/ Linda Pace

Name: Linda Pace
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Carlyle Global Market Strategies CLO 2012-1 Ltd.,
as a Lender
By:

/s/ Linda Pace

Name: Linda Pace
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Carlyle Global Market Strategies CLO 2012-2 Ltd.,
as a Lender
By:

/s/ Linda Pace

Name: Linda Pace
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Carlyle Global Market Strategies CLO 2013-3 Ltd.,
as a Lender
By:

/s/ Linda Pace

Name: Linda Pace
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Carlyle Global Market Strategies CLO 2013-4 Ltd.,
as a Lender
By:

/s/ Linda Pace

Name: Linda Pace
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Carlyle High Yield Partners IX, Ltd.,
as a Lender
By:

/s/ Linda Pace

Name: Linda Pace
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: Carlyle Global Market Strategies CLO 2014-1 Ltd.,
as a Lender
By:

/s/ Linda Pace

Name: Linda Pace
Title: Managing Director

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT


LENDER: PNC Bank, National Association as a Lender
By:

/s/ David Bentzinger

Name: David Bentzinger
Title: Senior Vice President

 

EPIQ SYSTEMS, INC.

SECOND AMENDMENT TO CREDIT AGREEMENT