AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of September 3, 2021 (this Amendment), to the Credit Agreement, dated as of June 11, 2021 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement; the Credit Agreement, as amended by this Amendment, the Amended Credit Agreement), among PAYCOR, INC., a Delaware corporation (the Borrower), PRIDE GUARANTOR, INC., a Delaware corporation (Holdings), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (Administrative Agent) and each lender from time to time party thereto, by and among the Borrower, Holdings, the other Loan Parties, each Additional Lender party hereto, the L/C Issuer, the Swing Line Lender and the Administrative Agent. Terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, the Borrower has requested the issuance of Incremental Revolving Commitments (the Incremental Revolving Commitments) in the form of a Revolving Credit Commitment Increase pursuant to and on the terms set forth in Section 2.14 of the Credit Agreement; and
WHEREAS, each Additional Lender identified on Schedule 1 hereto has agreed, subject to the terms and conditions set forth herein and in the Credit Agreement, to provide a Revolving Credit Commitment Increase in the amount set forth opposite such Additional Lenders name on Schedule 1 hereto (and the total amount of Revolving Credit Commitment Increase made pursuant to this Amendment shall be $100,000,000); and
WHEREAS, pursuant to Section 2.14 of the Credit Agreement, only the consent of the Administrative Agent, L/C Issuer and Swing Line Lender (in addition to the Borrower and each Additional Lender) is required to enter into this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Incremental Amendment; Incremental Revolving Commitments
Section 1.1. This Amendment is an Incremental Facility Amendment referred to in Section 2.14(d) of the Credit Agreement and is being incurred in reliance on Section 2.14 of the Credit Agreement. The Borrower and the Additional Lenders hereby agree that, subject to the satisfaction of the conditions in Article III hereof, on the Amendment No. 1 Effective Date (as defined below), the Revolving Credit Commitment Increase of the Additional Lenders shall become effective and the Revolving Credit Commitment of each Revolving Credit Lender shall be as set forth on Schedule 2.01 hereto (and such Schedule 2.01 shall amend, restate and supersede Schedule 2.01 to the Credit Agreement with respect to Revolving Credit Commitments). The Incremental Revolving Commitments shall constitute Revolving Credit Commitments and a Revolving Credit Commitment Increase under the Amended Credit Agreement and any loans under the Incremental Revolving Commitments shall constitute Revolving Credit Loans under the Amended Credit Agreement.
Section 1.2. Subject to the satisfaction of the conditions set forth in Article III hereof, the Incremental Facility Closing Date with respect to the Revolving Credit Commitment Increase contemplated by this Amendment shall be the Amendment No. 1 Effective Date.