INCREMENTAL TERM FACILITY AMENDMENT NO. 1
This INCREMENTAL TERM FACILITY AMENDMENT NO. 1 (this Amendment), dated as of November 22, 2019, by and among Severin Holdings, LLC, a Delaware limited liability company (Holdings), Severin Acquisition, LLC, a Delaware limited liability company (the Top Borrower), PeopleAdmin, Inc., a Delaware corporation (the PA Borrower), Promachos Holding, Inc., a Delaware corporation (PeopleAdmin), Performance Matters LLC, a Utah limited liability company (Performance Matters), certain other Restricted Subsidiaries from time to time designated thereunder as Co-Borrowers (together with the Top Borrower, the PA Borrower, PeopleAdmin and Performance Matters, each a Borrower and, collectively, the Borrowers), the Subsidiary Guarantors party hereto, each entity listed on its signature page hereto as a 2019 Incremental Lender (each, a 2019 Incremental Lender and, collectively, the 2019 Incremental Lenders), and Barclays Bank PLC, as administrative agent (in such capacity, the Administrative Agent), relating to the First Lien Credit Agreement, dated as of August 1, 2018 (as heretofore amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement and as amended hereby, the Credit Agreement), among the Borrowers, Holdings, the several banks, financial institutions, institutional investors and other entities from time to time party thereto as Lenders and the Administrative Agent.
WHEREAS, the Borrowers have requested that, pursuant to Section 2.25 of the Existing Credit Agreement, the 2019 Incremental Lenders provide Incremental Term Commitments to the PA Borrower (in such capacity, the 2019 Incremental Borrower) in an aggregate principal amount of $70,000,000.
WHEREAS, each 2019 Incremental Lender has agreed, on the terms and conditions set forth herein, to provide such Incremental Term Commitments and to become, if not already, a Lender for all purposes under the Credit Agreement.
WHEREAS, pursuant to Sections 2.25 and 11.1(b)(iv) of the Existing Credit Agreement, the Existing Credit Agreement may be amended to give effect to the provisions of Section 2.25 of the Credit Agreement through an Incremental Amendment executed by the Borrower Representative, the Administrative Agent and each Lender providing Incremental Term Commitments.
NOW THEREFORE, the parties hereto therefore agree as follows:
SECTION 1. Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. In addition, the terms listed below shall have the respective meaning set forth in this Section 1.
2019 Incremental Transactions means the consummation of the Acquisition pursuant to the Acquisition Agreement, the making of the Equity Contribution, the consummation of the Refinancing, the incurrence of the 2019 Incremental Term Loans and the payment of fees and expenses incurred in connection with the foregoing.
Company Representations means the representations and warranties made by the Company (as defined in Section 3 below) in the Acquisition Agreement (as defined in Section 3 below) as are material to the interests of the 2019 Incremental Lenders, but only to the extent that the PA Borrower has the right to terminate its obligations, or decline to consummate the Acquisition (as defined in Section 3 below), under the Acquisition Agreement as a result of a breach of such representations and warranties.