Sixth Amendment to Second Amended and Restated Credit Agreement, dated October 18, 2018, by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent

                

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2018 (this “Amendment”) is entered into among Global Payments Inc., a Georgia corporation (the “Company”), the other borrowers party hereto (together with the Company, the “Borrowers”), the Guarantors party hereto, the Lenders party hereto (including each New Lender (as defined below)), and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.

WHEREAS, the Company, the other Borrowers, the Lenders and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement dated as of July 31, 2015 (as amended or modified from time to time prior to the date hereof, the “Existing Credit Agreement”); and

WHEREAS, the parties hereto agree to amend the Existing Credit Agreement as set forth below (the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”).

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

1.    Amendments to Existing Credit Agreement.

(a)    The first parenthetical in the definition of “All-In-Yield” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

(including the Existing Term Loan, any Incremental Term Loan, the Term A-2 Loan, the Term B-2 Loan and the Term B-4 Loan),

(b)    The definition of “Applicable Percentage” in Section 1.01 of the Existing Credit Agreement is amended by (i) replacing “Section 2.15 and” at the end of clause (d) thereof with “Section 2.15,” and (ii) adding a new clause (f) immediately following clause (e) thereof to read as follows:

and (f) with respect to such Lender’s portion of the outstanding Term B-4 Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of the Term B-4 Loan held by such Lender at such time, subject to adjustment as provided in Section 2.15.

(c)    The definition of “Applicable Rate” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Applicable Rate” means with respect to:

(a)    any Incremental Term Loan made pursuant to any Incremental Term Loan Lender Joinder Agreement, the percentage(s) per annum set forth in such Incremental Term Loan Lender Joinder Agreement;

(b)    the Term B-2 Loan, a percentage per annum equal to: (i) 1.75% with respect to Eurocurrency Rate Loans and (ii) 0.75% with respect to Base Rate Loans;

(c)    the Term B-4 Loan, a percentage per annum equal to: (i) 1.75% with respect to Eurocurrency Rate Loans and (ii) 0.75% with respect to Base Rate Loans;

(d)    Revolving Loans, Swing Line Loans, the Existing Term Loan, the Term A-2 Loan, the Commitment Fee and Letter of Credit Fees, the following percentages per annum, based upon the Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.01(c):

Any increase or decrease in the Applicable Rate resulting from a change in the Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c); provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. Subject to the proviso in the immediately preceding sentence, the Applicable Rate in effect from the Fifth Amendment Effective Date through the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c) for the Fiscal Quarter of the Company ending September 30, 2018 shall be determined based upon Pricing Level 2.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

(d)    The second parenthetical in the definition of “Asset Sale” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

(by way of merger or otherwise, including sales (x) in connection with a sale and leaseback transaction, (y) as a result of any condemnation or casualty in respect of property, or (z) to a Delaware Divided LLC pursuant to a Delaware LLC Division)

(e)    The definition of “Dutch Auction” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Dutch Auction” means an auction (an “Auction”) conducted by the Company or one of its Subsidiaries in order to purchase any portion of any Term B Loan (any such purchase, a “Purchase”) in accordance with the following procedures or such other procedures as may be agreed to between the Administrative Agent and the Company:

(a)    Notice Procedures. In connection with any Auction, the Company shall provide notification to the Administrative Agent (for distribution to the applicable Term B Lenders) of the portion of the applicable Term B Loan that will be the subject of such Auction (each, an “Auction Notice”). Each Auction Notice for an Auction shall be in a form reasonably acceptable to the Administrative Agent and shall specify (i) the total cash value of the bid, in a minimum amount of $10,000,000 with minimum increments of $1,000,000 in excess thereof (for such Auction, the “Auction Amount”), and (ii) the discounts to par, which shall be expressed as a range of percentages of the par principal amount of the portion of the Term B

Loan at issue (for such Auction, the “Discount Range”), representing the range of purchase prices that could be paid in such Auction.

(b)    Reply Procedures. In connection with any Auction, each applicable Term B Lender may, in its sole discretion, participate in such Auction by providing the Administrative Agent with a notice of participation (each, a “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (i) a discount to par that must be expressed as a price (for any Auction, the “Reply Discount”), which must be within the Discount Range for such Auction, and (ii) a principal amount of the portion of the applicable Term B Loan such Term B Lender is willing to sell, which must be in increments of $1,000,000 or in an amount equal to such Term B Lender’s entire remaining amount of its portion of the applicable Term B Loan (for such Auction, the “Reply Amount”). The applicable Term B Lenders may only submit one Return Bid per Auction. In addition to the Return Bid for such Auction, each applicable Term B Lender wishing to participate in such Auction must execute and deliver, to be held in escrow by the Administrative Agent, an assignment and acceptance agreement in a form reasonably acceptable to the Administrative Agent.

(c)    Acceptance Procedures. Based on the Reply Discounts for such Auction and Reply Amounts for such Auction received by the Administrative Agent, the Administrative Agent, in consultation with the Company, will reasonably determine the applicable discount (the “Applicable Discount”) for an Auction, which shall be the lowest Reply Discount for which the Company or a Subsidiary of the Company, as applicable, can complete such Auction at the Auction Amount; provided that, in the event that the Reply Amounts for such Auction are insufficient to allow the Company or such Subsidiary, as applicable, to complete a purchase of the entire Auction Amount for such Auction, the Company or such Subsidiary shall either, at its election, (i) withdraw such Auction or (ii) complete such Auction at an Applicable Discount equal to the highest Reply Discount for such Auction. The Company or such Subsidiary, as applicable, shall purchase the applicable portion of the applicable Term B Loan from each applicable Term B Lender with a Reply Discount for such Auction that is equal to or greater than the Applicable Discount for such Auction (for such Auction, the “Qualifying Bids”) at the Applicable Discount for such Auction; provided that if the aggregate proceeds required to purchase the entire portion of the applicable Term B Loan subject to Qualifying Bids for such Auction would exceed the Auction Amount for such Auction, the Company or such Subsidiary, as applicable, shall purchase such portion of the applicable Term B Loan at the Applicable Discount for such Auction, ratably based on the principal amounts of such Qualifying Bids for such Auction (subject to adjustment for rounding as specified by the Administrative Agent). Each participating Term B Lender will receive notice of a Qualifying Bid for such Auction as soon as reasonably practicable.

(d)    Additional Procedures. Each Purchase shall be consummated pursuant to and in accordance with Section 10.06 and, to the extent not otherwise provided herein, shall otherwise be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by the Company or such Subsidiary, as applicable) reasonably acceptable to the Administrative Agent (provided that such Purchase shall be required to be consummated as soon as reasonably practicable but in no case later than five (5) Business Days (or such longer period as the Administrative Agent shall otherwise agree) after the time that the participating Lenders receive notice of a Qualifying Bid for an Auction pursuant to the last sentence in clause (c) above). Notwithstanding anything to the contrary contained herein, if the Company or a Subsidiary, as applicable, withdraws an Auction, the Company and its Subsidiaries may not conduct a new Auction for at least 30 days after such withdrawal.

(f)    The reference to “the Term B-2 Loan” in the definition of “Eurocurrency Base Rate” in Section 1.01 of the Existing Credit Agreement is amended to read “each Term B Loan”.

(g)    The definition of “Incremental Amount” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Incremental Amount” means, as of any date of determination, the sum of (a) the total of (i) $850,000,000, minus (ii) the aggregate amount of increases in the Aggregate Revolving Commitments pursuant to Section 2.02(f)(i) implemented on or after the Fifth Amendment Effective Date and prior to such date in reliance on clause (a)(i) above, minus (iii) the aggregate amount of increases in the Existing Term Loan pursuant to Section 2.02(f)(ii) implemented on or after the Fifth Amendment Effective Date and prior to such date in reliance on clause (a)(i) above, minus (iv) the aggregate principal amount of all Incremental Term Loans incurred pursuant to Section 2.02(f)(iii) on or after the Fifth Amendment Effective Date and prior to such date in reliance on clause (a)(i) above, minus (v) the aggregate amount of increases in the Term A-2 Loan pursuant to Section 2.02(f)(iv) implemented on or after the Fifth Amendment Effective Date and prior to such date in reliance on clause (a)(i) above, minus (vi) the aggregate amount of increases in the Term B-2 Loan pursuant to Section 2.02(f)(v) implemented on or after the Fifth Amendment Effective Date and prior to such date in reliance on clause (a)(i) above, minus (vii) the aggregate amount of any Permitted Incremental Equivalent Debt incurred on or after the Fifth Amendment Effective Date and prior to such date in reliance on clause (a)(i) above, minus (viii) the aggregate amount of increases in the Term B-4 Loan pursuant to Section 2.02(f)(vi) implemented on or after the Sixth Amendment Effective Date and prior to such date in reliance on clause (a)(i) above plus (b) an unlimited amount so long as the Maximum Leverage Ratio Requirement at such time is satisfied at the time of the increase in the Aggregate Revolving Commitments, the increase in the Existing Term Loan, the increase in the Term A-2 Loan, the increase in the Term B-2 Loan, the increase in the Term B-4 Loan, the institution of an Incremental Term Loan, and/or the incurrence of the Permitted Incremental Equivalent Debt.

(h)    Each reference to “the Term B-2 Loan” in the definition of “Interest Period” in Section 1.01 of the Existing Credit Agreement is amended to read “any Term B Loan”. The reference to “no Term B-2 Lender” in the definition of “Interest Period” in Section 1.01 of the Existing Credit Agreement is amended to read “no Term B Lender”.

(i)    The definition of “Latest Maturity Date” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Latest Maturity Date” means the latest of (i) the Maturity Date for the Revolving Loans, (ii) the Maturity Date for the Existing Term Loan, (iii) the Maturity Date for the Term A-2 Loan, (iv) the Maturity Date for the Term B-2 Loan, (v) the Maturity Date for the Term B-4 Loan, and (vi) any Incremental Term Loan Maturity Date, as of any date of determination.

(j)    The definition of “Loan” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Loan, the Existing Term Loan, any Incremental Term Loan, the Term A-2 Loan, the Term B-2 Loan, the Term B-4 Loan or a Swing Line Loan.

(k)    The definition of “Maturity Date” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Maturity Date” means (a) with respect to the Revolving Loans, January 20, 2023, (b) with respect to the Existing Term Loan, January 20, 2023, (c) with respect to the Term A-2 Loan, January 20, 2023, (d) with respect to an Incremental Term Loan, the Incremental Term Loan Maturity Date relating to such Incremental Term Loan, (e) with respect to the Term B-2 Loan, April 22, 2023 and (f) with respect to the Term B-4 Loan, October 18, 2025; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

(l)    The definition of “Maximum Leverage Ratio Requirement” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Maximum Leverage Ratio Requirement” means, for purposes of the Incremental Amount, the requirement that the Company shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that immediately after giving pro forma effect to the applicable increase in the Aggregate Revolving Commitments, increase in the Existing Term Loan, increase in the Term A-2 Loan, increase in the Term B-2 Loan, increase in the Term B-4 Loan, institution of an Incremental Term Loan, and/or incurrence of Permitted Incremental Equivalent Debt and the use of proceeds therefrom (and any related Acquisitions, other Investments or other transactions in connection therewith), (a) the Credit Parties would be in compliance with the financial covenants set forth in Section 7.08 and 7.09 as of the most recent Fiscal Quarter end for which financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b) and (b) the Secured Net Leverage Ratio does not exceed 3.75 to 1.00 (it being understood that any increase, institution and/or incurrence may be incurred prior to any increase, institution and/or incurrence in reliance on clause (a)(i) of the definition of “Incremental Amount”, and, in the case of a simultaneous incurrence and/or advance of the maximum amount permitted to be incurred under clause (a)(i) of the definition of “Incremental Amount”, the Company shall not be required to give pro forma effect to any such increase, institution and/or incurrence in reliance on clause (a)(i) of the definition of “Incremental Amount”); provided, that, for the purpose of calculating the Secured Net Leverage Ratio pursuant to this definition, (i) such increase of the Aggregate Revolving Commitments shall be deemed to be fully drawn, and (ii) in the case of any increase in the Aggregate Revolving Commitments, increase in the Existing Term Loan, increase in the Term A-2 Loan, increase in the Term B-2 Loan, increase in the Term B-4 Loan, institution of an Incremental Term Loan and/or incurrence of Permitted Incremental Equivalent Debt, the proceeds of which will finance a Limited Conditionality Acquisition, the applicable Maximum Leverage Ratio Requirement shall be determined at the time of signing of the applicable acquisition agreement.

(m)    The definition of “Note” or “Notes” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Note” or “Notes” means the Revolving Notes, the Existing Term Notes, the Incremental Term Notes, the Term A-2 Notes, the Term B-2 Notes, the Term B-4 Notes and/or the Swing Line Loan Notes, individually or collectively, as appropriate.

(n)    The definition of “Repricing Event” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Repricing Event” means (a) with respect to the Term B-2 Loan, (i) there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the All-In-Yield then in effect for the Term B-2 Loan, (ii) all or any portion of the Term B-2 Loan is voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement of debt obligations, or refinanced substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new Indebtedness that has an effective All-In-Yield lower than the All-In-Yield in effect for the portion of the Term B-2 Loan so prepaid and such issuance, offering or placement provides for such Indebtedness to have a reduced All-In-Yield or (iii) a Lender must assign its portion of the Term B-2 Loan as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Agreement which reduces the All-In-Yield then in effect for the Term B-2 Loan; provided, that in each case of clauses (a)(i), (a)(ii) and (a)(iii), a Repricing Event shall have occurred only to the extent the primary purpose of such amendment, amendment and restatement, modification, issuance, offering, placement, prepayment or assignment, as determined in good faith by the Administrative Agent, is to reduce the All-In-Yield then in effect for the Term B-2 Loan, and (b) with respect to the Term B-4 Loan, (i) there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the All-In-Yield then in effect for the Term B-4 Loan, (ii) all or any portion of the Term B-4 Loan is voluntarily prepaid

or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement of debt obligations, or refinanced substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new Indebtedness that has an effective All-In-Yield lower than the All-In-Yield in effect for the portion of the Term B-4 Loan so prepaid and such issuance, offering or placement provides for such Indebtedness to have a reduced All-In-Yield or (iii) a Lender must assign its portion of the Term B-4 Loan as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Agreement which reduces the All-In-Yield then in effect for the Term B-4 Loan; provided, that in each case of clauses (b)(i), (b)(ii) and (b)(iii), a Repricing Event shall have occurred only to the extent the primary purpose of such amendment, amendment and restatement, modification, issuance, offering, placement, prepayment or assignment, as determined in good faith by the Administrative Agent, is to reduce the All-In-Yield then in effect for the Term B-4 Loan.

(o)    Each reference to “the Term B-2 Loan” in the definition of “Required Financial Covenant Lenders” in Section 1.01 of the Existing Credit Agreement is amended to read “the Term B Loans”.

(p)    The definition of “Term B Loan” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Term B Loan” means the Term B-2 Loan or the Term B-4 Loan, as applicable, and “Term B Loans” means the Term B-2 Loan and the Term B-4 Loan.

(q)    The definition of “Term Lender” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Term Lender” means any Lender that holds a portion of the Existing Term Loan, a portion of the Term A-2 Loan, a portion of the Term B-2 Loan, a portion of the Term B-4 Loan or a portion of any Incremental Term Loans at such time.

(r)    The definition of “Term Loan” in Section 1.01 of the Existing Credit Agreement is amended to read as follows:

“Term Loan” means the Existing Term Loan, the Term A-2 Loan, the Term B-2 Loan, the Term B-4 Loan or an Incremental Term Loan.

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

“Delaware Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“Sixth Amendment Effective Date” means October 18, 2018.

“Term B Lender” means, at any time, any Lender that holds a portion of the Term B-2 Loan at such time or any Lender that holds a portion of the Term B-4 Loan at such time.

“Term B-4 Lender” means any Lender that holds a portion of the Term B-4 Loan at such time.

“Term B-4 Loan” has the meaning specified in Section 2.01(f).

“Term B-4 Loan Commitment” means, as to each Term B-4 Lender, its obligation to make its portion of the Term B-4 Loan to the Company pursuant to Section 2.01(f), in the principal amount set forth opposite such Term B-4 Lender’s name on Schedule 2.01. The aggregate principal amount of the Term B-4 Loan Commitments of all of the Term B-4 Lenders as in effect on the Sixth Amendment Effective Date is FIVE HUNDRED MILLION DOLLARS ($500,000,000).

“Term B-4 Note” has the meaning specified in Section 2.11(a).

(t)    Section 2.01 of the Existing Credit Agreement is amended by adding a new subsection (f) immediately following Section 2.01(e) of the Existing Credit Agreement to read as follows:

(f)    Subject to the terms and conditions set forth herein, each Term B-4 Lender severally agrees to make its portion of a term loan (the “Term B-4 Loan”) in a single advance to the Company in Dollars on the Sixth Amendment Effective Date in an amount not to exceed such Term B-4 Lender’s Term B-4 Loan Commitment. Subject to Section 2.02(f), the Company may elect to increase the aggregate Term B-4 Loan Commitments, and such increase in the aggregate Term B-4 Loan Commitments shall be available to the Company on the effective date of any such increase pursuant to Section 2.02(f). Amounts repaid on the Term B-4 Loan may not be reborrowed. The Term B-4 Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.

(u)    The provisions of Section 2.02(f) of the Existing Credit Agreement immediately preceding Section 2.02(f)(i) of the Existing Credit Agreement are amended to read as follows:

(f)    The Company may at any time and from time to time, upon prior written notice by the Company to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit), increase the Existing Term Loan, increase the Term A-2 Loan, increase the Term B-2 Loan, increase the Term B-4 Loan and/or establish one or more Incremental Term Loans, by a maximum aggregate amount not to exceed the Incremental Amount, as follows:

(v)    The first reference to “the Term B-2 Loan” in Section 2.02(f)(iii)(E) of the Existing Credit Agreement is amended to read “any Term B Loan”. Each other reference to “the Term B-2 Loan” in Section 2.02(f)(iii)(E) of the Existing Credit Agreement is amended to read “such Term B Loan”.

(w)    The reference to “the Term B-2 Loan” in Section 2.02(f)(iii)(F) of the Existing Credit Agreement is amended to read “any then-existing Term B Loan”.

(x)    The reference to “the Term B-2 Loan” in Section 2.02(f)(iii)(G) of the Existing Credit Agreement is amended to read “any then-existing Term B Loan”.

(y)    Each reference to “the Term B-2 Loan” in Section 2.02(f)(iii)(I) of the Existing Credit Agreement is amended to read “any then-existing Term B Loan”.

(z)    Section 2.02(f) of the Existing Credit Agreement is amended by adding a new subsection (vi) immediately following Section 2.02(f)(v) of the Existing Credit Agreement to read as follows:

(vi)    The Company may at any time and from time to time, upon prior written notice by the Company to the Administrative Agent, increase the Term B-4 Loan with additional Term B-4 Loan Commitments from any Existing Term B-4 Lender or new Term B-4 Loan Commitments from any other Person selected by the Company and acceptable to the Administrative Agent; provided that:

(A)    any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof;

(B)    no Default or Event of Default shall exist and be continuing at the time of any such increase; provided, that in the case of any such increase used to finance a Limited Conditionality Acquisition, such requirement shall be limited to no Specified Event of Default;

(C)    no Term B-4 Lender shall be under any obligation to increase its Term B-4 Loan Commitment and any such decision whether to increase its Term B-4 Loan Commitment shall be in such Lender’s sole and absolute discretion;

(D)    (1) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (2) any existing Term B-4 Lender electing to increase its Term B-4 Loan Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and

(E)    as a condition precedent to such increase (to the extent requested by the Administrative Agent or, with respect to clause (E)(4) below, any Lender), (1) the Company shall deliver to the Administrative Agent a certificate of each Credit Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Financial Officer of such Credit Party (x) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (y) in the case of the Company, certifying that, before and after giving effect to such increase, (I) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date (provided, that in the case of any such increase used to finance a Limited Conditionality Acquisition, such requirement shall be limited to certain specified representations and acquisition agreement representations to be agreed by the Company and the Lenders providing such increase), and (II) no Default or Event of Default exists (provided, that in the case of any such increase used to finance a Limited Conditionality Acquisition, such requirement shall be limited to no Specified Event of Default); (2) the Company shall deliver to the Administrative Agent customary opinions of legal counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, dated as of the effect date of such increase; (3) the Company shall deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent may deem necessary in connection with such increase; and (4) the Administrative Agent and each Lender shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to all real property Collateral, as required by applicable Law and as reasonably required by the Administrative Agent or any such Lender (it being understood that the Lenders shall direct any requests for additional flood-related documentation through the Administrative Agent and any such request shall be made no later than twenty (20) Business Days prior to the effective date of such increase).

(aa)    The reference to “the Term A-2 Loan or the Term B-2 Loan” in clause (z) of the proviso to Section 2.05(a)(i) of the Existing Credit Agreement is amended to read “the Term A-2 Loan, the Term B-2 Loan or the Term B-4 Loan”.

(bb)    A new sentence is added at the end of Section 2.05(a)(i) of the Existing Credit Agreement to read as follows:

Each prepayment of the Term B-4 Loan made in connection with a Repricing Event on or before the date that is six (6) months after the Sixth Amendment Effective Date shall be accompanied by a

prepayment premium equal to 1.00% of the principal amount being repaid in connection with such Repricing Event.

(cc)    The reference to “the Term B-2 Loan” in Section 2.05(b)(iv) of the Existing Credit Agreement is amended to read “the Term B Loans”.

(dd)    The reference to “to the Term B-2 Loan” in Section 2.05(b)(v) of the Existing Credit Agreement is amended to read “ratably to the Term B Loans”.

(ee)    The reference to “September 20, 2020” in Section 2.07(f) of the Existing Credit Agreement is amended to read “September 30, 2020”.

(ff)    Section 2.07 of the Existing Credit Agreement is amended by adding a new subsection (g) immediately following Section 2.01(f) of the Existing Credit Agreement to read as follows:

(g)    Term B-4 Loan. The Company shall repay the outstanding principal amount of the Term B-4 Loan in the installments, on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of the application of prepayments of the Term B-4 Loan in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.01:

(gg)    The second-to-last sentence of Section 2.11(a) of the Existing Credit Agreement is amended to read as follows:

Each such promissory note shall (i) in the case of Revolving Loans, be in the form of (x) Exhibit B-1 with respect to the Company or any other Borrower that is a Domestic Subsidiary and (y) Exhibit B-2 with respect to any Borrower that is a Foreign Subsidiary Borrower (each a “Revolving Note”), (ii) in the case of the Existing Term Loan, be in the form of Exhibit B-3 (an “Existing Term Note”), (iii) in the case of any Incremental Term Loan, be in the form of Exhibit B-4 (an “Incremental Term Note”), (iv) in the case of the Term A-2 Loan, be in the form of Exhibit B-5 (a “Term A-2 Note”), (v) in the case of the Term B-2 Loan, be in the form of Exhibit B-6 (a “Term B-2 Note”), (vi) in the case of Swing Line Loans, be in the form of Exhibit B-7 (a “Swing Line Note”), and (vii) in the case of the Term B-4 Loan, be in the form of Exhibit B-8 (a “Term B-4 Note”).

(hh)    The reference to “the Term B-2 Loan” in Section 6.01(c) of the Existing Credit Agreement is amended to read “any Term B Loan”.

(ii)    The second parenthetical in Section 6.09 of the Existing Credit Agreement is amended to read as follows:

(including upon the formation of any Domestic Subsidiary that is a Delaware Divided LLC, but other than a Bank Subsidiary or an Excluded Domestic Subsidiary)

(jj)    The reference to “the Term B-2 Loan” in Section 6.12 of the Existing Credit Agreement is amended to read “any Term B Loan”.

(kk)    The first reference to “Person” in Section 7.03 of the Existing Credit Agreement is amended to read “Person (including, in each case, pursuant to a Delaware LLC Division)”.

(ll)    Section 7.03(k) of the Existing Credit Agreement is amended to read as follows:

(k)    the Company and its Subsidiaries may consummate (i) sales, transfers or other dispositions of assets (including Equity Interests of a Subsidiary) to the Company or any Subsidiary and (ii) Delaware LLC Divisions; provided, that (A) in the case of any sales, transfers or other disposition of assets, if the transferor of such assets is a Credit Party, (1) the transferee thereof must be a Credit Party (other than a Foreign Subsidiary Borrower) or (2) such transaction is permitted under Section 7.12, and (B) in the case of any Delaware LLC Division, if the Delaware LLC consummating such Delaware LLC Division is a Credit Party, (1) each Delaware Divided LLC formed in connection with such Delaware LLC Division must be a Credit Party (other than a Foreign Subsidiary Borrower) or (2) such Delaware LLC Division is permitted under Section 7.12.

(mm)    The proviso to Section 8.01(d) of the Existing Credit Agreement is amended to read as follows:

; provided, that (x) the failure to observe or perform the covenants set forth in Sections 7.08 and 7.09 shall not in and of itself constitute an Event of Default with respect to the Term B-2 Loan unless the Required Financial Covenant Lenders have accelerated the Existing Term Loan, any Incremental Term Loan, the Term A-2 Loan and any Revolving Loans then outstanding as a result of such breach and such declaration has not been rescinded on or before the date on which the Term B-2 Lenders declare an Event of Default in connection therewith, and (y) the failure to observe or perform the covenants set forth in Sections 7.08 and 7.09 shall not in and of itself constitute an Event of Default with respect to the Term B-4 Loan unless the Required Financial Covenant Lenders have accelerated the Existing Term Loan, any Incremental Term Loan, the Term A-2 Loan and any Revolving Loans then outstanding as a result of such breach and such declaration has not been rescinded on or before the date on which the Term B-4 Lenders declare an Event of Default in connection therewith.

(nn)    Section 9.12 of the Existing Credit Agreement is amended to read as follows:

9.12    ERISA Matters.

(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE

84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; (iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)    In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Credit Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(oo)    The third parenthetical in Section 10.04(c) of the Existing Credit Agreement is amended to read as follows:

(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the unused Commitments, Revolving Exposure, Outstanding Amount of the Existing Term Loan, Outstanding Amount of all Incremental Term Loans, Outstanding Amount of the Term A-2 Loan, Outstanding Amount of the Term B-2 Loan and Outstanding Amount of the Term B-4 Loan of such Lender at such time)

(pp)    The proviso to Section 10.06(b)(iv) of the Existing Credit Agreement is amended to read as follows:

provided, however, that notwithstanding the foregoing, any Term B Lender may assign all or any of its portion of its Term B Loans to the Company or any of its Subsidiaries, but only if:

(A)    such assignment is made pursuant to a Dutch Auction open to all Term B-2 Lenders or all Term B-4 Lenders, as applicable, on a pro rata basis;

(B)    no Event of Default has occurred and is continuing or would result therefrom;

(C)    any such portion of the applicable Term B Loan shall be automatically and permanently cancelled immediately upon acquisition thereof by the Company or any of its Subsidiaries;

(D)    the Company or its Subsidiaries, as applicable, shall at the time of such assignment affirm the No Undisclosed Information Representation; and

(E)    the Company and its Subsidiaries do not use the proceeds of the Revolving Commitments to acquire any such portion of any Term B Loan.

(qq)    Schedule 2.01 to the Existing Credit Agreement is amended to include the information set forth on Schedule 2.01 attached hereto.

(rr)    A new Exhibit B-8 is added to the Existing Credit Agreement in the form of Exhibit B-8 attached hereto.

2.    Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent:

(a)    Receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Required Lenders, each Term B-4 Lender (including each New Lender), and the Administrative Agent.

(b)    Receipt by the Administrative Agent of Term B-4 Notes executed by the Company for each Term B-4 Lender that has requested a Term B-4 Note.

(c)    Receipt by the Administrative Agent of satisfactory evidence that, after giving effect to this Amendment, (i) the representations and warranties of the Company and each other Credit Party contained in Article V of the Amended Credit Agreement or any other Loan Document are true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date (in which event such representations and warranties shall have been true in all material respects (or in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of such earlier date), and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(d)    Receipt by the Administrative Agent of favorable written opinions (addressed to the Administrative Agent and the Lenders (including each New Lender) and dated the Sixth Amendment Effective Date), in a form reasonably satisfactory to the Administrative Agent, and covering such matters relating to the Credit Parties and this Amendment as the Administrative Agent shall reasonably request.

(e)    Receipt by the Administrative Agent of such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company and each other Credit Party that is a Domestic Subsidiary, the authorization of the Term B-4 Loan and this Amendment, and any other legal matters relating to such Credit Parties, all in form and substance satisfactory to the Administrative Agent and its counsel.

(f)    Receipt by the Administrative Agent of a Request for Credit Extension relating to the Term B-4 Loan.

(g)    Upon the reasonable request of any Lender, each Credit Party shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so

requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

(h)    Payment by the Company of all agreed fees and expenses (including reasonable attorney’s fees of the Administrative Agent).

3.    New Lenders.

(a)    Each Person executing this Amendment under the heading “Lender” that was not a Lender under the Existing Credit Agreement immediately prior to the Sixth Amendment Effective Date (each, a “New Lender”) hereby agrees to provide a Term B-4 Loan Commitment in the amount set forth opposite its name on Schedule 2.01 and the initial Applicable Percentage of each such New Lender with respect to the Term B-4 Loan shall be as set forth therein.

(b)    Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a party to the Amended Credit Agreement, and (C) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a party to the Amended Credit Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, 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 Loan Documents, and (B) 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.

(c)    The Company agrees that, as of the Sixth Amendment Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement and the other Loan Documents, (ii) be a “Lender” with respect to its Loans and Commitments for all purposes of the Amended Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents. Each New Lender agrees that it will have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents.

(d)    The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.

4.    Miscellaneous.

(a)    The Amended Credit Agreement and the obligations of the Credit Parties thereunder and under the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect according to their terms, as amended hereby. This Amendment is a Loan Document.

(b)    Each Guarantor joins the execution of this Amendment for the purpose of (i) acknowledging and consenting to all of the terms and conditions of this Amendment, (ii) affirming all of its obligations under the Loan Documents, and (iii) agreeing that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Existing Credit Agreement, the Amended Credit Agreement or the other Loan Documents.

(c)    Each Credit Party hereby represents and warrants as follows:

(i)    It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii)    This Amendment has been duly executed and delivered by it and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) Debtor Relief Law, and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Credit Party of this Amendment.

(d)    Each Lender party hereto (including each New Lender) represents and warrants that, after giving effect to this Amendment, the representations and warranties of such Lender set forth in the Amended Credit Agreement are true and correct as of the Sixth Amendment Effective Date. Each Lender party hereto (including each New Lender) hereby agrees to comply with the covenants applicable to such Lender set forth in the Amended Credit Agreement.

(e)    This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(f)    THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Section 10.14(b) of the Existing Credit Agreement are incorporated herein by reference and shall apply to this Amendment and the transactions contemplated hereby mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BYLINE BANK,

as a Lender

By:    /s/ Chris Barnidjya        

Name:    Chris Barnidjya

Title:    Senior Vice President

CAPITAL ONE, N.A.,

as a Lender

By:     /s/ Jon Malden            

Name:     Jon Malden

Title:    Senior Director

CARE SUPER,

as a Lender

By:     /s/ Dov Braun            

Name:     Dov Braun

Title:    CFO