AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT
This AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT, dated as of July 12, 2021 (this “Amendment”), is entered into by and among Convey Health Solutions, Inc.,
a Delaware corporation (the “Borrower”), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor thereto, the “Administrative
Agent”) and the Term Lenders party hereto.
WHEREAS, the Borrower, Convey Health Parent, Inc., a Delaware corporation (“Holdings”), the Administrative Agent, Truist Bank (f/k/a SunTrust Bank),
as Priority Revolving Agent, and the lenders from time to time party thereto are party to that certain First Lien Credit Agreement dated as of September 4, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”, and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”; capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Amended Credit Agreement);
WHEREAS, the Borrower has requested that the Term Lenders amend certain provisions of the Credit Agreement;
WHEREAS, the parties hereto desire to amend and modify the Credit Agreement in accordance with and subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as
follows:
SECTION 1. Amendments to Credit Agreement. (a) Clause (1) of the definition of “Applicable Rate” appearing in Section 1.01 of the Credit Agreement is,
effective as of the Amendment No. 4 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, hereby amended and restated to read as follows:
(1) with respect to Closing Date Term Loans (including, in the case of clauses (b), (c) and (d) below, the 2021 Incremental Term Loans):
(a) prior to the Amendment No. 2 Effective Date, (i) 5.25% for Eurodollar Rate Loans and (ii) 4.25% for Base Rate Loans;
(b) on and after the Amendment No. 2 Effective Date but prior to the Applicable Rate Stepdown Trigger Date and the Amendment No. 4 Effective Date, (i) 6.00% for Eurodollar
Rate Loans and (ii) 5.00% for Base Rate Loans;
(c) on and after the Applicable Rate Stepdown Trigger Date but prior to the Amendment No. 4 Effective Date, (i) 5.25% for Eurodollar Rate Loans and (ii) 4.25% for Base
Rate Loans (it being understood that, for the avoidance of doubt, any decrease in the Applicable Rate resulting from the Applicable Rate Stepdown Trigger Date occurring shall become effective as of the first Business Day immediately following the
Applicable Rate Stepdown Trigger Date); and
(d) on and after the Amendment No. 4 Effective Date, (i) 4.75% for Eurodollar Rate Loans and (ii) 3.75% for Base Rate Loans;
(b) The last proviso in the definition of “Eurodollar Rate” appearing in Section 1.01 of the Credit Agreement is, effective as of the Amendment No. 4
Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, hereby amended and restated to read as follows:
provided, further, that in no event shall the Eurodollar Rate for (x) 2020 Incremental Term Loans and Revolving
Loans under the Closing Date Revolving Facility that bear interest at a rate based on clauses (1) and (2) of this definition be less than 1.00% and (y) Closing Date Term Loans (including 2021 Incremental Term Loans), that bear
interest at a rate based on clauses (1) and (2) of this definition be less than 0.75%.
(c) Section 1.01 of the Credit Agreement is, effective as of the Amendment No. 4 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof,
hereby amended by adding in the appropriate alphabetical order the following new definition:
“Amendment No. 4 Effective Date” means July 12, 2021.
SECTION 2. Reference to and Effect on the Loan Documents. (a) On and after the Amendment No. 4 Effective Date, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Credit
Agreement”, shall mean and be a reference to the Amended Credit Agreement.
(b) On and after the Amendment No. 4 Effective Date, the Credit Agreement, as specifically amended by this Amendment, and the other Loan Documents are, and shall continue to be, in full
force and effect, and are hereby in all respects ratified and confirmed.
(c) From and after the Amendment No. 4 Effective Date, this Amendment shall be deemed a Loan Document for all purposes under the Amended Credit Agreement and the other Loan Documents.
(d) The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in
connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Amendment No. 4 Effective Date.
(e) For the avoidance of doubt, the Term Lenders acknowledge and agree that no “prepayment premium” pursuant to Section 2.18 of the Credit Agreement shall be payable in connection with this
Amendment.
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SECTION 3. Conditions of Effectiveness. The amendments to the Credit Agreement contained in Section 1 hereof shall become
effective as of the first date (the “Amendment No. 4 Effective Date”) on which the Administrative Agent shall have received counterparts of this Amendment
executed by the Borrower, the Administrative Agent and each Term Lender.
SECTION 4. Representations and Warranties.
(1) The Borrower hereby represents and warrants to the Administrative Agent and the Term Lenders as of the Amendment No. 4 Effective Date that:
(a) The execution, delivery and performance by the Borrower of this Amendment has been duly authorized by all necessary corporate or other organizational action;
(b) None of the execution, delivery or performance by the Borrower of this Amendment will (i) contravene the terms of any of the Borrower’s Organizational Documents, (ii) result in any
breach or contravention of, or the creation of any Lien upon any of the property or assets of the Borrower or any of the Restricted Subsidiaries (other than as permitted by Section 7.01 of the Credit Agreement) under (A) any material Contractual
Obligation evidencing Indebtedness having an aggregate principal amount in excess of the Threshold Amount to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or (B) any order, injunction, writ or
decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (iii) violate any applicable Law; except with respect to any breach, contravention or violation (but not creation of Liens) referred to
in the preceding clauses (ii) and (iii), to the extent that such breach, contravention or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(c) This Amendment has been duly executed and delivered by the Borrower. This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower
in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, by general principles of equity and by principles of good faith and fair dealing;
(d) Each Loan Party and each of its respective Restricted Subsidiaries that is a Material Subsidiary is a Person duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction);
(e) The representations and warranties of the Borrower and Holdings contained in Article V of the Amended Credit Agreement or any other Loan Document shall be true and correct in all
material respects on and as of the Amendment No. 4 Effective Date (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier
date and any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); and
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(f) Immediately after giving effect to this Amendment, no Event of Default shall exist.
SECTION 5. Execution in Counterparts; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment shall become effective when it shall have been executed by the Borrower, the Administrative Agent and
the Term Lenders. Section 10.13 of the Amended Credit Agreement is incorporated herein by reference, mutatis mutandis. Delivery of an executed counterpart of a signature page of this Amendment by facsimile
or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Amendment
shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state
laws based on the Uniform Electronic Transactions Act.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Clauses (2) and (3)
of Section 10.16 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.
SECTION 7. WAIVER OF RIGHT OF TRIAL BY JURY. EACH PARTY TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.
SECTION 8. TAX MATTERS. For U.S. federal income tax purposes, the parties agree to treat this Amendment as a “significant modification” of the Closing Date Term Loans (including 2021 Incremental Term Loans)
within the meaning of Section 1.1001-3 of the Internal Revenue Code of 1986, as amended.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective authorized officers as of the date first above written.
| CONVEY HEALTH SOLUTIONS, INC. | ||||
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By:
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/s/ Xxx Xxxxxxxxx | ||
| Name: | Xxx Xxxxxxxxx | |||
| Title: | Chief Financial Officer | |||
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ARES CAPITAL CORPORATION, as Administrative Agent
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
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CADEX CREDIT FINANCING, LLC, as a Term Lender
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
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ARES CENTRE STREET PARTNERSHIP, L.P., as a Term Lender
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| By: Ares Centre Street GP, Inc., as general partner | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| ARES JASPER FUND HOLDINGS, LLC, as a Term Lender | ||||
| By: Ares Capital Management LLC, as servicer | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| ARES ND CSF HOLDINGS LLC, as a Term Lender | ||||
| By: Ares Capital Management LLC, as servicer | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
[Amendment No. 4 to First Lien Credit Agreement]
| ARES CSIDF HOLDINGS, LLC, as a Term Lender | ||||
| By: Ares Capital Management LLC, as servicer | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| ARES SENIOR DIRECT LENDING PARALLEL FUND (U), L.P., as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| ARES SFERS HOLDINGS LLC, as a Term Lender | ||||
| By: Ares Capital Management LLC, its servicer | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| AC AMERICAN FIXED INCOME IV, L.P., as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
[Amendment No. 4 to First Lien Credit Agreement]
| FEDERAL INSURANCE COMPANY, as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| GREAT AMERICAN INSURANCE COMPANY, as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| GREAT AMERICAN LIFE INSURANCE COMPANY, as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| BOWHEAD IMC LP, as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
[Amendment No. 4 to First Lien Credit Agreement]
| AN CREDIT STRATEGIES FUND, L.P., as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| ADF I HOLDINGS LLC, as a Term Lender | ||||
| By: Ares Capital Management LLC, as servicer | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| SDL FINANCE 1 LP, as a Term Lender | ||||
| By: Ares Capital Management LLC, as servicer | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| SDL FINANCE 2 LP, as a Term Lender | ||||
| By: Ares Capital Management LLC, as servicer | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
[Amendment No. 4 to First Lien Credit Agreement]
| SWISS REINSURANCE AMERICA CORPORATION, as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| DIVERSIFIED LOAN FUND – PRIVATE DEBT A S.A X.X, as a Term Lender | ||||
| By: Ares Management Limited, its portfolio manager | ||||
| By: Ares Capital Management LLC, its subadvisor | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| SA REAL ASSETS 20 LIMITED, as a Term Lender | ||||
| By: Ares Management LLC, its investment manager | ||||
| By: Ares Capital Management LLC, as subadvisor | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
| ARES SENIOR DIRECT LENDING PARALLEL FUND (U) B, L.P., as a Term Lender | ||||
| By: Ares Capital Management LLC, its investment manager | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx | |||
| Title: | Authorized Signatory | |||
[Amendment No. 4 to First Lien Credit Agreement]
| ARES CAPITAL CP FUNDING LLC, as a Term Lender | ||||
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By:
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/s/ Xxxxx Xxx | ||
| Name: | Xxxxx Xxx |
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| Title: | Authorized Signatory |
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[Amendment No. 4 to First Lien Credit Agreement]
| XXX XXXX MIDDLE MARKET CREDIT FUND XVI, LTD. | |||
| By: Xxx Xxxx Asset Management, L.P., as Portfolio Manager | |||
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By:
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/s/ Xxxxx Xxxxxxxx | ||
| Name: | Xxxxx Xxxxxxxx | ||
| Title: | President | ||
| XXX XXXX MIDDLE MARKET CREDIT FUND XVII, LTD. | |||
| By: Xxx Xxxx Asset Management, L.P., its Servicer | |||
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By:
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/s/ Xxxxx Xxxxxxxx | ||
| Name: | Xxxxx Xxxxxxxx | ||
| Title: | President | ||
| NEW MOUNTAIN FINANCE SBIC, L.P., as a Term Lender | ||||
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By:
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/s/ Xxxxx X. Xxxxx | ||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
| PSP INVESTMENTS CREDIT USA LLC, as a Term Lender | ||||
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By:
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/s/ Xxx Xxxxxx | ||
| Name: | Xxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
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By:
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/s/ Xxxxxxxxx X. Xxxxxxxx | ||
| Name: | Xxxxxxxxx X. Xxxxxxxx | |||
| Title: | Authorized Signatory | |||
[Amendment No. 4 to First Lien Credit Agreement]
