AMENDMENT NO. 1

Exhibit 10.1.2

AMENDMENT XX. 0

XXXXXXXXX XX. 0, dated as of February 14, 2013 (this “Amendment”), to the First Lien Credit Agreement dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”) PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, Section 10.1 of the Credit Agreement permits amendments or other modifications of the Credit Agreement with consent of the Administrative Agent, Holdings, the Borrower and the Required Lenders;

WHEREAS, Borrower has requested that the Required Lenders agree to modify the calculation of Consolidated EBITDA by permitting the additional addbacks listed on Schedule 1 hereto;

WHEREAS, subject to certain conditions, the Required Lenders are willing to agree to such modification relating to the Credit Agreement;

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

Section 1. Amendment.

The Borrower shall be permitted to modify the calculation of “Consolidated EBITDA” for the periods of four consecutive fiscal quarters ending on December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013 by adding back to Consolidated Net Income, without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the amounts enumerated on Schedule 1 hereto for the applicable period to the extent such amounts reflect cash expenses, losses, charges or costs which accrued during the periods set forth opposite such amounts on Schedule 1 and are of the type described in clause (j) of the definition of “Consolidated EBITDA” without giving effect to the cap of 6% of Consolidated EBITDA in such clause (j).

Section 2. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof and the Amendment No. 1 Effective Date that:

(a) Before and after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Section 4 of the Credit Agreement or any other Loan Document shall be true and correct in all material

respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects).

(b) At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

(c) Each of Holdings and the Borrower (i) has the requisite power and authority to execute, deliver and perform the Amendment, (ii) has taken all necessary organizational action to authorize the execution, delivery and performance of the Amendment and (iii) has duly executed and delivered the Amendment.

(d) This Amendment constitutes a legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against each of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in an proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Section 3. Conditions to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions is satisfied:

(a) The Administrative Agent’s receipt of executed counterparts of this Amendment from Holdings, the Borrower, the Administrative Agent and the Required Lenders, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified.

(b) The Administrative Agent’s receipt of a certificate of a Responsible Officer of each of Holdings and the Borrower dated the Amendment No. 1 Effective Date and certifying as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing such certificate, which shall be an original or facsimile or electronic copy (followed promptly by originals) unless otherwise specified

(c) The Borrower shall have reimbursed the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of Weil, Gotshal & Xxxxxx LLP, counsel for the Administrative Agent.

Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of

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this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 6. Governing Law and Waiver of Right to Trial by Jury.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.12 and 10.17 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

Section 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 7. Reaffirmation. Each of Holdings and the Borrower hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby.

Section 8. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall be deemed a “Loan Document” for all purposes under the Credit Agreement.

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

	PG HOLDCO, LLC
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Chief Financial Officer & Treasurer
	PGA HOLDINGS, INC.
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Chief Financial Officer & Treasurer

AMENDMENT NO. 1 — PRESS XXXXX

FIRST LIEN

	BARCLAYS BANK PLC,
	as Administrative Agent and Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxx
		Title:	Vice President

AMENDMENT NO. 1 — PRESS XXXXX

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	[1ST Source Bank],
	as Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	U.P.

AMENDMENT NO. 1 — PRESS XXXXX

FIRST LIEN

	ASF1 Loan Funding LLC,
	as Lender
	By:	Citibank N.A.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Director

AMENDMENT NO. 1 — PRESS XXXXX

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	[BANCALLIANCE INC.],
	as Lender
	By:	AP COMMERCIAL LLC, its attorney-in-fact
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Director

AMENDMENT NO. 1 — PRESS XXXXX

FIRST LIEN

EMPORIA PREFERRED FUNDING II, LTD.
By: Xxx Xxxx Asset Management, L.P., as Collateral Manager
By:	/s/ Xxxx Cascade
Name:	Xxxx Cascade
Title:	Duly Authorized Signatory
EMPORIA PREFERRED FUNDING III, LTD.
By: Xxx Xxxx Asset Management, L.P., as Collateral Manager
By:	/s/ Xxxx Cascade
Name:	Xxxx Cascade
Title:	Duly Authorized Signatory
XXX XXXX MIDDLE MARKET CREDIT FUND III, LTD.
By: Ivy Hil Asset Management, L.P., as Asset Manager
By:	/s/ Xxxx Cascade
Name:	Xxxx Cascade
Title:	Duly Authorized Signatory
XXX XXXX MIDDLE MARKET CREDIT FUND IV, LTD.
By: Ivy Hil Asset Management, L.P., as Portfolio Manager
By:	/s/ Xxxx Cascade
Name:	Xxxx Cascade
Title:	Duly Authorized Signatory
XXX XXXX MIDDLE MARKET CREDIT FUND V, LTD.
By: Xxx Xxxx Asset Management, L.P., as Portfolio Manager
By:	/s/ Xxxx Cascade
Name:	Xxxx Cascade
Title:	Duly Authorized Signatory
KNIGHTSBRIDGE CLO 2007-1 LIMITED
By: Xxx Xxxx Asset Management, L.P., as Collateral Manager
By:	/s/ Xxxx Cascade
Name:	Xxxx Cascade
Title:	Duly Authorized Signatory

AMENDMENT NO. 1 — PRESS XXXXX

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	[Bank of Montreal],
	as Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director

AMENDMENT NO. 1 — PRESS XXXXX

FIRST LIEN

	TRIBECA PARK CLO LTD.
	By: GSO/BLACKSTONE Debt Funds
	Management LLC as Portfolio Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

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	Bank of Montreal,
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Director

SIGNATURE PAGE TO PRESS XXXXX FIRST LIEN CREDIT AGREEMENT

	MAPS CLO FUND II, LTD.
	By: GSO / Blackstone Debt Funds Management
	LLC as Collateral Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	CIT Bank,
	as Lender
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Director

AMENDMENT No. 1 — PRESS XXXXX

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	CIT Finance LLC,
	as Lender
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Director

AMENDMENT No. 1 — PRESS XXXXX

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	[Congressional Bank],
	as Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	SVP

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	ATLAS SENIOR LOAN FUND II, LTD
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	ATLAS SENIOR LOAN FUND, LTD.
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	CRESCENT ALTERNATIVE CREDIT PARTNERS, L.P.
	By:	Crescent Capital Group LP, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	Crescent Senior Secured Floating Rate Loan Fund, LLC
	By: Crescent Capital Group LP, its advisor
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	FARAKER INVESTMENT PTE LTD.
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	ILLINOIS STATE BOARD OF INVESTMENT
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	MAC CAPITAL, LTD.
	By: TCW-WLA JV Venture LLC, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

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	MOMENTUM CAPITAL FUND, LTD.
	By: TCW-WLA JV Venture LLC, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	PALMETTO INVESTORS MASTER FUND, LLC.
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	RGA REINSURANCE COMPANY
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	TCW SENIOR SECURED LOAN FUND, LP
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST XXXX

	XXXX ATLANTIC MASTER TRUST
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	VITESSE CLO LTD.
	By: TCW-WLA JV Venture LLC, its sub-adviser
	By:	/s/ Meric Topbas
	Name:	Meric Topbas
	Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

		[General Electric Capital Corporation],
		as Lender
	By:		/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title:	Duly Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

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	[Xxxxxxx Xxxxx Lending Partners LLC],
	as Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST XXXX

	XXXXXXXXXX / GSO SENIOR FLOATING
	RATE TERM FUND
	By: GSO / Blackstone Debt Funds Management
	LLC as Investment Advisor
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	CALLIDUS DEBT PARTNERS CLO FUND
	VI, LTD.
	By: GSO / Blackstone Debt Funds Management
	LLC as Collateral Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	CENTRAL PARK CLO, LTD.
	By: GSO / Blackstone Debt Funds Management
	LLC as Collateral Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	CHELSEA PARK CLO LTD.
	By: GSO/BLACKSTONE Debt Funds
	Management LLC as Portfolio Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	COLUMBUS PARK CDO LTD.
	By: GSO / Blackstone Debt Funds Management
	LLC as Portfolio Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST XXXX

	XXXX FORCE 4 CLO, LTD.
	By: GSO/BLACKSTONE Debt Funds
	Management LLC as Collateral Servicer
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	GRAMERCY PARK CLO LTD.
	By: GSO / Blackstone Debt Funds Management
	LLC as Collateral Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	INWOOD PARK CDO LTD.
	By: Blackstone Debt Advisors L.P. as Collateral
	Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	PROSPECT PARK CDO LTD.
	By: Blackstone Debt Advisors L.P. as Collateral
	Manager
	as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	[Lake City Bank],
	as Lender
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Vice President

AMENDMENT No. 1 — PRESS XXXXX

FIRST LIEN

	Sumitomo Mitsui Banking Corporation
	as Lender
	By:	/s/ Xxxxx Xxx
		Name:	Xxxxx Xxx
		Title:	Managing Director

AMENDMENT No. 1 — PRESS XXXXX

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	[UBS Loan Finance LLC],
	as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director
		/s/ Xxxxx Xxxxx
			Xxxxx Xxxxx
			Associate Director
			Banking Products
			Services, US

AMENDMENT No. 1 — PRESS XXXXX

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	[UBS AG, Stamford Branch],
	as Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Director
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director

AMENDMENT No. 1 — PRESS XXXXX

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SCHEDULE 1

		LTM Addbacks to			Addbacks reflect amounts accrued
LTM Period ended		Consolidated EBITDA			during the following periods
December 31, 2012		$	9,602,453		Fiscal year ended December 31, 2012
March 31, 2013		$	9,349,337		April 1, 2012 to December 31, 2012
June 30, 2013		$	6,952,153		July 1, 2012 to December 31, 2012
September 30, 2013		$	1,411,997		October 1, 2012 to December 31, 2012