AMENDMENT NO. 3

Exhibit 10.1.4

AMENDMENT XX. 0

XXXXXXXXX XX. 0, dated as of June 17, 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 to the Credit Agreement with consent of the Administrative Agent, Holdings, the Borrower and the Required Lenders;

WHEREAS, Holdings intends to form (or cause to be formed) two new subsidiaries, an intermediate holding company (“Intermediate Holdings”), which will be a direct subsidiary of Holdings, and a subsidiary holding company (“Replacement Holdings”), which will be a direct subsidiary of Intermediate Holdings, and to transfer all of its assets, including the Borrower’s capital stock, to Intermediate Holdings which will immediately transfer all such assets to Replacement Holdings (collectively, the “Transactions”);

WHEREAS, the Borrower has requested that the Required Lenders agree to modify the Credit Agreement to permit the Transactions;

WHEREAS, subject to the conditions set forth herein, in order to effect the foregoing and to modify the Credit Agreement as contained herein, the Required Lenders and the other parties hereto 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 and Waiver.

Effective as of the Amendment No. 3 Effective Date, the Credit Agreement shall be and hereby is amended as follows:

(a)           Deleting the words “nine or” in each place they appear in the definition of “Interest Period” in Section 1.1.

(b)           Deleting the definition of “IPO” in its entirety and replacing it with the following definition in Section 1.1:

“IPO”: the initial offering by the IPO Entity of its Capital Stock to the public by means of an offering registered with the SEC or any comparable foreign Governmental Authority.”

(c)           Inserting the following defined term in the correct alphabetical order in Section 1.1:

“IPO Entity” means, at any time after an IPO, Holdings or a parent entity of Holdings, as the case may be, the Capital Stock of which was issued or otherwise sold pursuant to the IPO; provided that, immediately following the IPO, the Borrower is a wholly owned Subsidiary of such IPO Entity and such IPO Entity owns, directly or through its Subsidiaries, substantially all the businesses and assets owned or conducted, directly or indirectly, by the Borrower and its Subsidiaries immediately prior to the IPO.

(d)           Inserting the following clause (f) at the end of Section 7.16:

“(f) Notwithstanding the foregoing, Holdings (referred to in this clause (f) as “Existing Holdings”) may on one occasion be replaced with another legal entity (the “Replacement”) and may form (or cause to be formed) subsidiaries in connection with the Replacement (the subsidiary that, on the consummation of the Replacement, directly holds the Borrower’s capital stock, “Replacement Holdings”), subject to the satisfaction (or waiver in accordance with the terms hereof) of the following conditions precedent (the date such conditions are satisfied, the “Replacement Date”):

(i)           All assets of Existing Holdings shall have been contributed (including the Borrower’s capital stock) to Replacement Holdings.

(ii)          The Administrative Agent shall have received an agreement in form and substance reasonably satisfactory to the Administrative Agent, executed by each of Existing Holdings and Replacement Holdings, pursuant to which (a) Replacement Holdings shall become a party to the Credit Agreement and each other Loan Document to which Existing Holdings is a party in place of Existing Holdings with the same force and effect as if originally a party thereto and, without limiting the foregoing, shall expressly assume all of the obligations and liabilities of Existing Holdings thereunder and (b) Existing Holdings shall be released, absolutely, unconditionally, irrevocably and forever, from all security interests granted to the Administrative Agent under the Security Documents and any other security interests granted to the Administrative Agent in connection with the Credit Agreement and all such security interests will be, and hereby are, forever discharged.

(iii)          The Administrative Agent’s receipt of an Assumption Agreement (as defined in the Guarantee and Collateral Agreement) executed by Replacement Holdings and evidence reasonably satisfactory to the Administrative Agent that all actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17 of the Credit Agreement) in the Collateral described in the Guarantee and Collateral Agreement with respect to Replacement Holdings.

(iv)          The Administrative Agent shall have received an executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, substantially in the form of

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the legal opinion provided on the Closing Date. Such legal opinion shall contain such changes thereto as may be approved by, and as shall otherwise be in form and substance reasonably satisfactory to, the Administrative Agent and shall cover such other matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require. Such counsel delivering the foregoing legal opinion is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agent and each Lender.

(v)          The Administrative Agent shall have received a Closing Certificate of Replacement Holdings, substantially in the form of Exhibit D, with appropriate insertions and attachments, each of which shall be reasonably satisfactory to the Administrative Agent.

(vi)          The Lenders shall have received from Replacement Holdings documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, prior to the Replacement Date.

(vii)          Before and after giving effect to the Replacement, 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).

(viii)           At the time of and after giving effect to the Replacement, no Default or Event of Default has occurred and is continuing.”

Section 2.              Representations and Warranties. Each of Holdings and the Borrower represent and warrant to the Administrative Agent and the Lenders as of the date hereof and the Amendment No. 3 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.

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(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 (the “Amendment No. 3 Effective Date”):

(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 Borrower shall have reimbursed the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment which have been invoiced at least one Business Day prior to the Closing Date, including the reasonable and documented fees, charges and disbursements of Weil, Gotshal & Xxxxxx LLP, counsel for the Administrative Agent.

(c)           All fees required to be paid on the Amendment No. 3 Effective Date shall have been paid on or before the Amendment No. 3 Effective Date.

Section 4.              Reaffirmations.

(a)           Each Guarantor, subject to the terms and limits contained in the Credit Agreement, reaffirms its guaranty of the Obligations under the Credit Agreement as amended by this Amendment. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to this Amendment. Each Loan Party hereby confirms that each Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Amendment and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.

(b)           The undersigned, as Grantors under the Guarantee and Collateral Agreement, and, as applicable, as parties to the other Security Documents hereby consent and agree to this Amendment and hereby confirm and agree that (i) each of the Guarantee and Collateral Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all material respects and (ii) each of the Guarantee and Collateral Agreement and the other Security Documents and the Collateral

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described therein does, and shall continue to, secure the payment and performance of all of the Obligations of such Grantors immediately prior to and after giving effect to this Amendment.

Section 5.              Amendment Fee. Each Lender that delivers a duly executed signature page to this Amendment to the Administrative Agent’s counsel, by such time as is requested by the Administrative Agent, shall be entitled to a non-refundable amendment fee (the “Amendment Fee”) of twelve and a half basis points (0.125%) of the aggregate of such Lender’s Revolving Commitments and pro rata share of the outstanding Term Loans, in each case in effect as of the Amendment No. 3 Amendment Date, in immediately available funds.

Section 6.              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 this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 7.              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 8.              Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 9.              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 Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Treasurer and Chief Financial Officer
	PGA HOLDINGS, INC.
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Treasurer and Chief Financial Officer

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

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

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Xxxxx Fargo Bank, National Association,
	as a Lender
	By:	/s/ P Xxxxxxx Xxxx
		Name:		P Xxxxxxx Xxxx
		Title		Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	JMP Credit Advisors CLO I LTD
	By: Cratos CDO Management, LLC
	As Attorney-in-Fact
	By: JMP Credit Advisors LLC
	Its Manager
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Managing Director

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	JMP Credit Advisors CLO II LTD
	By: JMP Credit Advisors LLC
	As Attorney-in-Fact
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Managing Director

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

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

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Lake City Bank,
	as a Lender
By:		/s/ Xxxxxxxx X. Xxxxxx
	Xxxxxxxx X. Xxxxxx
	Vice President

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Bank of Montreal,
	as a Lender
	By:	/s/ Xxxxx Check
		Name:	Xxxxx Check
		Title:	Vice President

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

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

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

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

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	UBS AG, STAMFORD BRANCH,
	as a Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Associate Director

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	UBS LOAN FINANCE LLC,
	as a Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director
	By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Director

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	XXXXXXX SACHS LENDING PARTNERS LLC,
	as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Authorized Signatory

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Xxxxx Capital Partners CLO 11, Ltd.,
	as a Lender
	By:	GC Advisors LLC, as agent
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Stellar Performer Global Series:
	Series G - Global Credit,
	as a Lender
	By:	GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	The Trustees of Syndicate 2987,
	as a Lender
	By:	GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities III, Ltd.,
	as a Lender
	By:	GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities IV, Ltd.,
	as a Lender
	By:	GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities V, Ltd.,
	as a Lender
	By:	GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities VI, Ltd,
	as a Lender
	By:	GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities VII, Ltd,
	as a Lender
	By:	GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Health Net of California, Inc.,
	as a Lender
	By:	GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Brit Insurance (Gibraltar) PCC Ltd in respect of a protected cell of that company known as ‘Cell Re’,
	as a Lender
	By:	GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	X. X. Xxxxxx Whitefriars Inc.,
	as a Lender
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Attorney - in - Fact

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	[Xxxxxx Square CLD 2013-1, Ltd],
	as a Lender
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Principal

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	ATLAS SENIOR LOAN FUND II, LTD.
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	ATLAS SENIOR LOAN FUND, LTD.
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	AUCARA HEIGHTS INC.
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	XXXX ATLANTIC MASTER TRUST
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	CRESCENT ALTERNATIVE CREDIT PARTNERS, L.P.
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Crescent Senior Secured Floating Rate Loan Fund, LLC
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	ILLINOIS STATE BOARD OF INVESTMENT
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	RGA REINSURANCE COMPANY
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	TCW SENIOR SECURED LOAN FUND, LP
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	PALMETTO INVESTORS MASTER FUND, LLC.
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

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

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		EMPORIA PREFERRED FUNDING II, LTD.,
		By: Xxx Xxxx Asset Management, L.P., as Collateral Manager
		as a Term Lender
		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
		as a Term Lender
		By:	/s/ Xxxx Cascade
		Name:		Xxxx Cascade
		Title:		Duly Authorized Signatory
		XXX XXXX MIDDLE MARKET CREDIT FUND III, LTD.,
		By: Xxx Xxxx Asset Management, L.P., as Asset Manager
		as a Term Lender
		By:	/s/ Xxxx Cascade
		Name:		Xxxx Cascade
		Title:		Duly Authorized Signatory
		XXX XXXX MIDDLE MARKET CREDIT FUND IV, LTD.,
		By: Xxx Xxxx Asset Management, L.P., as Portfolio Manager
		as a Term Lender
		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
		as a Term Lender
		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
		as a Term Lender
		By:	/s/ Xxxx Cascade
		Name:		Xxxx Cascade
		Title:		Duly Authorized Signatory

MEMORANDUM TO LENDERS

To: Lenders - PGA Holdings, Inc.

From: Barclays

Date: June 12, 2013

Re: Amendment No. 3 to the First Lien Credit Agreement and Amendment No. 2 to the Second Lien Credit Agreement

Posted for your review is (i) Amendment No. 3 to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended or otherwise modified prior to the date hereof, the “First Lien Credit Agreement”) among PG Holdco, LLC, as Holdings, PGA Holdings, Inc., as the Borrower, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and certain other agents and lenders party thereto (the “First Lien Amendment”) and (ii) Amendment No. 2 to the Second Lien Credit Agreement, dated as of April 20, 2012 (as amended or otherwise modified prior to the date hereof, the “Second Lien Credit Agreement”) among PG Holdco, LLC, as Holdings, PGA Holdings, Inc., as the Borrower, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and certain other agents and lenders party thereto (the “Second Lien Amendment” and collectively with the First Lien Amendment, the “Amendments”).

If you have any business questions with respect to the Amendments, please contact Xxxxxx Xxxxx (tel: 000.000.0000 or xxxxxx.xxxxx@xxxxxxxx.xxx) or Xxxx Xxxxxx (tel: 000.000.0000 or xxxx.xxxxxx@xxxxxxxx.xxx) at Barclays.

If you have any legal questions with respect to the Amendments, please contact Xxxxxxxxxx Xxxxxxxxxx (tel: 000.000.0000 or xxxxxxxxxx.xxxxxxxxxx@xxxx.xxx) or Xxxxxxx Xxxxxxx (tel: 000.000.0000 or xxxxxxx.xxxxxxx@xxxx.xxx at Weil, Gotshal & Xxxxxx LLP.

Signatures to each of the First Lien Amendment and Second Lien Amendment will be due 12:00 Noon (New York City time) on Friday, June 14, 2013. Please send 1 PDF signature page via email to xxxxxxxxx.xxxxxxx@xxxx.xxx and xxxxxxx.xxxxxxx@xxxx.xxx and 2 original signature pages to:

Xxxxxxxxx Xxxxxxx

Weil, Gotshal & Xxxxxx LLP

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Xxxx Grove CLO, Ltd.
		By:	Tall Tree Investment Management, LLC
		as Collateral Manager
		as a Lender
		By:	/s/ Xxxxxxx X. Xxxxxxxx
			Name:	Xxxxxxx X. Xxxxxxxx Xx.
			Title:	Officer

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		ING Prime Rate Trust
		By:	ING Investment Management Co. LLC, as its investment manager
		ING Senior Income Fund
		By:	ING Investment Management Co. LLC, as its investment manager
		ING Floating Rate Fund
		By:	ING Investment Management Co. LLC, as its investment manager
		ISL Loan Trust
		By:	ING Investment Management Co. LLC, as its investment advisor
		ING (L) Flex - Senior Loans
		By:	ING Investment Management Co. LLC, as its investment manager
		ING Investment Trust Co. Plan for Employee Benefit Investment Funds — Senior Loan Fund
		By:	ING Investment Trust Co. as its trustee
		IBM Personal Pension Plan Trust
		By:	ING Investment Management Co. LLC, as its investment manager
		ING Investment Management CLO III, LTD.
		By:	ING Alternative Asset Management LLC, as its investment manager
		ING Investment Management CLO IV, LTD.
		By:	ING Alternative Asset Management LLC, as its investment manager
		ING Investment Management CLO V, LTD.
		By:	ING Alternative Asset Management LLC, as its investment manager
		ING IM CLO 2011-1, Ltd.
		By:	ING Alternative Asset Management LLC, as its portfolio manager
		Phoenix CLO II, LTD.
		By:	ING Alternative Asset Management LLC, as its investment manager

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

		Phoenix CLO III, LTD.
		By:	ING Alternative Asset Management LLC, as its investment manager
		ING IM CLO 2012-1, Ltd,
		By:	ING Alternative Asset Management LLC, as its portfolio manager
		City of New York Group Trust
		By:	ING Investment Management Co. LLC as its investment manager
		ING IM CLO 2013-1, LTD.
		By:	ING Alternative Asset Management LLC, as its investment manager
		as a Lender
		By:	/s/ Xxxx Xxx
		Name:		Xxxx Xxx
		Title:		Vice President

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		FIFTH THIRD BANK,
		as a Lender
		By:	/s/ Xxx Xxxxxxx
			Name:	Xxx Xxxxxxx
			Title:	Officer

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Congressional Bank,
		as a Lender
		By:	/s/ Xxx Xxxx
			Name:	Xxx Xxxx
			Title:	SVP & CCO

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

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

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Venture VI CDO Limited,
		as a Lender
		By: its investment advisor, MJX Asset Management, LLC
		By:	/s/ Xxxxxxx Xxxxxxx
			Name:	Xxxxxxx Xxxxxxx
			Title	Managing Director
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Venture VII CDO Limited,
		as a Lender
		By: its investment advisor, MJX Asset Management, LLC
		By:	/s/ Xxxxxxx Xxxxxxx
			Name:	Xxxxxxx Xxxxxxx
			Title	Managing Director
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		BLACKSTONE/GSO STRATEGIC CREDIT FUND,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Blackstone / GSO Long-Short Credit Income Fund,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Blackstone / GSO Senior Floating Rate Term Fund,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Callidus Debt Partners CLO Fund VI, Ltd.,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Central Park CLO, Ltd.,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Columbus Park CDO Ltd.,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Portfolio Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Xxxx Force 4 CLO, Ltd.,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Servicer
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Gramercy Park CLO Ltd.,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Inwood Park CDO LTD.,
		as a Lender
		By: Blackstone Debt Advisors LP As Collateral Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Maps CLO Fund II, Ltd.,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Prospect Park CDO Ltd.,
		as a Lender
		By: Blackstone Debt Advisors L.P. As Collateral Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Riverside Park CLO Ltd.,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Tribeca Park CLO Ltd.,
		as a Lender
		By: GSO / Blackstone Debt Funds Management LLC as Portfolio Manager
		By:	/s/ Xxx Xxxxx
			Name:	Xxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		ACE American Insurance Company,
		as a Lender
		By: X. Xxxx Price Associates, Inc. as investment advisor
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Vice President
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		X. Xxxx Price Floating Rate Fund, Inc.,
		as a Lender
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Vice President
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		X. Xxxx Price Floating Rate Multi-Sector Account Portfolio,
		as a Lender
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Vice President
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		X. Xxxx Price Institutional Floating Rate Fund,
		as a Lender
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Vice President
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		TELOS CLO 2013-4, Ltd.,
		as a Lender
		By:	/s/ Xxxxxxxx Xxxxxx
			Name:	Xxxxxxxx Xxxxxx
			Title	Director
		By:
			Name:
			Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	TELOS CLO 2007-2, Ltd.,
	as a Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title	Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	TELOS CLO 2013-3, Ltd.,
	as a Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title	Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	TELOS CLO 2006-1, Ltd.,
	as a Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title	Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	General Electric Pension Trust,
	as a Lender
	By:  GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Brit Insurance (Gibraltar) PCC Limited,
	as a Lender
	By:  Guggenheim Partners Investment Management, LLC as Investment Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name:	XXXXXXX XXXXX
		Title	Managing Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	5180 CLO LP,
	as a Lender
	By:  Guggenheim Partners Investment Management, LLC
	As Collateral Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name:	XXXXXXX XXXXX
		Title	Managing Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	HIGH-YIELD LOAN PLUS MASTER SEGREGATED PORTFOLIO,
	as a Lender
	By:  Guggenheim High-Yield Plus Master Fund SPC,
	On behalf of and for the account of the HIGH-YIELD LOAN
	PLUS MASTER SEGREGATED PORTFOLIO
	By:  Guggenheim Partners Investment Management, LLC as Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name:	XXXXXXX XXXXX
		Title	Managing Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	NOTE FUNDING, LLC,
	as a Lender
	By:  Guggenheim Partners Investment Management, LLC as Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title	Managing Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	NZC Guggenheim Master Fund Limited,
	as a Lender
	By:  Guggenheim Partners Investment Management, LLC as Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name:	XXXXXXX XXXXX
		Title	Managing Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	SBL Fund-Series F,
	as a Lender
	By:
	By:  Guggenheim Partners Investment Management, LLC as Investment Adviser
					By:		/s/ Xxxxxxx Xxxxx
			Name:	Xxxxxxx Xxxxx
			Title	Managing Director
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	XXXXXXX JAMES, N.A.,
	as a Lender
	By:	/s/ Xxxxxxxxx X. Xxxx
		Name:	Xxxxxxxxx X. Xxxx
		Title:	Senior Vice President

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Stellar Performer Global Series:
	Series G - Global Credit
	as a Lender
	By: GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	The Trustees of Syndicate 2987
	as a Lender
	By: GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities III, Ltd.
	as a Lender
	By: GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities IV, Ltd.
	as a Lender
	By: GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities V, Ltd.
	as a Lender
	By: GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities VI, Ltd
	as a Lender
	By: GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GoldenTree Loan Opportunities VII, Ltd
	as a Lender
	By: GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Health Net of California, Inc.
	as a Lender
	By: GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Brit Insurance (Gibraltar) PCC Ltd in respect of a protected cell of that company known as ‘Cell Re’
	as a Lender
	By: GoldenTree Asset Management, L.P.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	X. X. Xxxxxx Whitefriars Inc.,
	as a Lender
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Attorney - in - Fact

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	[Xxxxxx Square CLO 2013-1, Ltd],
	as a Lender
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Principal

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	ATLAS SENIOR LOAN FUND II, LTD.
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	ATLAS SENIOR LOAN FUND, LTD.
	By: Crescent Capital Group LP, its adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	AUCARA HEIGHTS INC.
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	XXXX ATLANTIC MASTER TRUST
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	CRESCENT ALTERNATIVE CREDIT PARTNERS, L.P.
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

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

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	ILLINOIS STATE BOARD OF INVESTMENT
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	RGA REINSURANCE COMPANY
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	TCW SENIOR SECURED LOAN FUND, LP
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	PALMETTO INVESTORS MASTER FUND, LLC.
	By: Crescent Capital Group LP, its sub-adviser
	By:	/s/ Xxxxx Xxxxxx
		Name:
		Title:
	By:
		Name:
		Title:

AMENDMENT No. 3 — PRESS XXXXX

FIRST LIEN

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

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	EMPORIA PREFERRED FUNDING II, LTD.,
	By: Xxx Xxxx Asset Management, L.P., as Collateral Manager
	as a Term Lender
	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
	as a Term Lender
	By:	/s/ Xxxx Cascade
	Name:	Xxxx Cascade
	Title:	Duly Authorized Signatory
	XXX XXXX MIDDLE MARKET CREDIT FUND III, LTD.,
	By: Xxx Xxxx Asset Management, L.P., as Asset Manager
	as a Term Lender
	By:	/s/ Xxxx Cascade
	Name:	Xxxx Cascade
	Title:	Duly Authorized Signatory
	XXX XXXX MIDDLE MARKET CREDIT FUND IV, LTD.,
	By: Xxx Xxxx Asset Management, L.P., as Portfolio Manager
	as a Term Lender
	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
	as a Term Lender
	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
	as a Term Lender
	By:	/s/ Xxxx Cascade
	Name:	Xxxx Cascade
	Title:	Duly Authorized Signatory

MEMORANDUM TO LENDERS

To:	Lenders - PGA Holdings, Inc.
From:	Barclays
Date:	June 12, 2013
Re:	Amendment No. 3 to the First Lien Credit Agreement and Amendment No. 2 to the Second Lien Credit Agreement

Posted for your review is (i) Amendment No. 3 to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended or otherwise modified prior to the date hereof, the “First Lien Credit Agreement”) among PG Holdco, LLC, as Holdings, PGA Holdings, Inc., as the Borrower, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and certain other agents and lenders party thereto (the “First Lien Amendment”) and (ii) Amendment No. 2 to the Second Lien Credit Agreement, dated as of April 20, 2012 (as amended or otherwise modified prior to the date hereof, the “Second Lien Credit Agreement”) among PG Holdco, LLC, as Holdings, PGA Holdings, Inc., as the Borrower, Barclays Bank PLC, as Administrative Agent and Collateral Agent, and certain other agents and lenders party thereto (the “Second Lien Amendment” and collectively with the First Lien Amendment, the “Amendments”).

If you have any business questions with respect to the Amendments, please contact Xxxxxx Xxxxx (tel: 000.000.0000 or xxxxxx.xxxxx@xxxxxxxx.xxx) or Xxxx Xxxxxx (tel: 000.000.0000 or xxxx.xxxxxx@xxxxxxxx.xxx) at Barclays.

If you have any legal questions with respect to the Amendments, please contact Xxxxxxxxxx Xxxxxxxxxx (tel: 000.000.0000 or xxxxxxxxxx.xxxxxxxxxx@xxxx.xxx) or Xxxxxxx Xxxxxxx (tel: 000.000.0000 or xxxxxxx.xxxxxxx@xxxx.xxx at Weil, Gotshal & Xxxxxx LLP.

Signatures to each of the First Lien Amendment and Second Lien Amendment will be due 12:00 Noon (New York City time) on Friday, June 14, 2013. Please send 1 PDF signature page via email to xxxxxxxxx.xxxxxxx@xxxx.xxx and xxxxxxx.xxxxxxx@xxxx.xxx and 2 original signature pages to:

Xxxxxxxxx Xxxxxxx

Weil, Gotshal & Xxxxxx LLP

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Xxxx Grove CLO, Ltd.
	By: Tall Tree Investment Management, LLC as Collateral Manager
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxx Xx.
		Name:	Xxxxxxx X. Xxxxxxxx Xx.
		Title:	officer

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	ING Prime Rate Trust
	By:	ING Investment Management Co. LLC, as its investment manager
	ING Senior Income Fund
	By:	ING Investment Management Co. LLC, as its investment manager
	ING Floating Rate Fund
	By:	ING Investment Management Co. LLC, as its investment manager
	ISL Loan Trust
	By:	ING Investment Management Co. LLC, as its investment advisor
	ING (L) Flex - Senior Loans
	By:	ING Investment Management Co. LLC, as its investment manager
	ING Investment Trust Co. Plan for Employee
	Benefit Investment Funds — Senior Loan Fund
	By:	ING Investment Trust Co. as its trustee
	IBM Personal Pension Plan Trust
	By:	ING Investment Management Co. LLC, as its investment manager
	ING Investment Management CLO III, LTD.
	By:	ING Alternative Asset Management LLC, as its investment manager
	ING Investment Management CLO IV, LTD.
	By:	ING Alternative Asset Management LLC, as its investment manager
	ING Investment Management CLO V, LTD.
	By:	ING Alternative Asset Management LLC, as its investment manager
	ING IM CLO 2011-1, Ltd.
	By:	ING Alternative Asset Management LLC, as its portfolio manager
	Phoenix CLO II, LTD.
	By:	ING Alternative Asset Management LLC, as its investment manager

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

	Phoenix CLO III, LTD.
	By:	ING Alternative Asset Management LLC, as its investment manager
	ING IM CLO 2012-1, Ltd.
	By:	ING Alternative Asset Management LLC, as its portfolio manager
	City of New York Group Trust
	By:	ING Investment Management Co. LLC as its investment manager
	ING IM CLO 2013-1, LTD.
	By:	ING Alternative Asset Management LLC, as its investment manager
	as a Lender
	By:		/s/ Xxxx Xxx
	Name:		Xxxx Xxx
	Title:		Vice President

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	FIFTH THIRD BANK,
	as a Lender
	By:	/s/ Xxx Xxxxxxx
	Name:	Xxx Xxxxxxx
	Title:	Officer

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Congressional Bank,
	as a Lender
	By:	/s/ Xxx Xxxx
		Name: Xxx Xxxx
		Title: SVP & CCO
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	AIB Debt Management, Limited
	as a Lender
	By:	/s/ Xxxxxx X’Xxxxxxx
		Name:	Xxxxxx X’Xxxxxxx
		Title:	Senior Vice President
			Investment Advisor to
			AIB Debt Management, Limited
	By:	/s/ Xxxxxx X’Xxxxxxxx
		Name:	Xxxxxx X’Xxxxxxxx
		Title:	Vice President
			Investment Advisor to
			AIB Debt Management, Limited
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GENERAL ELECTRIC CAPITAL
	CORPORATION,
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Duly Authorized Signatory
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	GE CAPITAL BANK, F/K/A GE CAPITAL
	FINANCIAL INC.,
	as a Lender
	By:	/s/ Xxxxxxx-Xxxxx Glade
		Name: Xxxxxxx-Xxxxx Glade
		Title: Duly Authorized Signatory
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Sumitomo Mitsui Banking Corporation,
	as a Lender
	By:	/s/ Xxxxx X. Xxx
		Name: Xxxxx X. Xxx
		Title: Managing Director
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Venture VI CDO Limited
	as a Lender
	By: its investment advisor, MJX Asset Management, LLC
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title	Managing Director
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Venture VII CDO Limited
	as a Lender
	By: its investment advisor, MJX Asset Management, LLC
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title	Managing Director
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	BLACKSTONE/GSO STRATEGIC CREDIT FUND
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Blackstone / GSO Long-Short Credit Income Fund
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Blackstone / GSO Senior Floating Rate Term Fund
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Callidus Debt Partners CLO Fund VI, Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Central Park CLO, Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Columbus Park CDO Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Portfolio Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Xxxx Force 4 CLO, Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Collateral Servicer
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Gramercy Park CLO Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Inwood Park CDO LTD.
	as a Lender
	By: Blackstone Debt Advisors LP As Collateral Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Maps CLO Fund II, Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Prospect Park CDO Ltd.
	as a Lender
	By: Blackstone Debt Advisors L.P. As Collateral Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Riverside Park CLO Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

	Tribeca Park CLO Ltd.
	as a Lender
	By: GSO / Blackstone Debt Funds Management LLC as Portfolio Manager
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title	Authorized Signatory
	By:
		Name:
		Title
AMENDMENT NO. 3 — PRESS XXXXX
FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		ACE American Insurance Company
		as a Lender
		By: X. Xxxx Price Associates, Inc. as investment advisor
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Vice President
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		X. Xxxx Price Floating Rate Fund, Inc.
		as a Lender
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Vice President
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		X. Xxxx Price Floating Rate Multi-Sector Account Portfolio
		as a Lender
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Vice President
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		X. Xxxx Price Institutional Floating Rate Fund
		as a Lender
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Vice President
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		TELOS CLO 2013-4, Ltd.
		as a Lender
		By:	/s/ Xxxxxxxx Xxxxxx
			Name:	Xxxxxxxx Xxxxxx
			Title	Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		TELOS CLO 2007-2, Ltd.
		as a Lender
		By:	/s/ Xxxxxxxx Xxxxxx
			Name:	Xxxxxxxx Xxxxxx
			Title	Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		TELOS CLO 2013-3, Ltd.
		as a Lender
		By:	/s/ Xxxxxxxx Xxxxxx
			Name:	Xxxxxxxx Xxxxxx
			Title	Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		TELOS CLO 2006-1, Ltd.
		as a Lender
		By:	/s/ Xxxxxxxx Xxxxxx
			Name:	Xxxxxxxx Xxxxxx
			Title	Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		General Electric Pension Trust
		as a Lender
		By: GoldenTree Asset Management, LP
		By:	/s/ Xxxxx Xxxxx
			Name:	Xxxxx Xxxxx
			Title	Authorized Signatory
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Brit Insurance (Gibraltar) PCC Limited
		as a Lender
		By: Guggenheim Partners Investment Management, LLC as Investment Manager
		By:	/s/ Xxxxxxx Xxxxx
			Name:	XXXXXXX XXXXX
			Title	Managing Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		5180 CLO LP
		as a Lender
		By: Guggenheim Partners Investment Management, LLC As Collateral Manager
		By:	/s/ Xxxxxxx Xxxxx
			Name:	xxxxxxx xxxxx
			Title	Managing Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		HIGH-YIELD LOAN PLUS MASTER
		SEGREGATED PORTFOLIO
		as a Lender
		By: Guggenheim High-Yield Plus Master Fund SPC, On behalf of and for the account of the HIGH-YIELD LOAN
		PLUS MASTER SEGREGATED PORTFOLIO
		By: Guggenheim Partners Investment Management, LLC as Manager
		By:	/s/ Xxxxxxx Xxxxx
			Name:	Xxxxxxx Xxxxx
			Title	Managing Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		NOTE FUNDING, LLC
		as a Lender
		By: Guggenheim Partners Investment Management, LLC as Manager
		By:	/s/ Xxxxxxx Xxxxx
			Name:	Xxxxxxx Xxxxx
			Title	Managing Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		NZC Guggenheim Master Fund Limited
		as a Lender
		By: Guggenheim Partners Investment Management, LLC as Manager
		By:	/s/ Xxxxxxx Xxxxx
			Name:	XXXXXXX XXXXX
			Title	Managing Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		SBL Fund-Series F
		as a Lender
		By:
		By: Guggenheim Partners Investment Management, LLC as Investment Adviser
		By:	/s/ Xxxxxxx Xxxxx
			Name:	Xxxxxxx Xxxxx
			Title	Managing Director
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Swiss Capital PRO Loan III Plc
		as a Lender
		By: For and on behalf of BNY Mellon Trust Company (Ireland) Limited under Power of Attorney
		By:	/s/ Xxxxxxx Xxxxx
			Name:	Xxxxxxx Xxxxx
			Title	Client Service Manager
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

FIRST LIEN

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		Guggenheim U.S. Loan Fund II
		as a Lender
		By: Guggenheim U.S. Loan Fund II, a sub fund of Guggenheim Qualifying Investor Fund plc
		By: For and on behalf of BNY Mellon Trust Company (Ireland) Limited under Power of Attorney
		By:	/s/ Xxxxxxx Xxxxx
			Name:	Xxxxxxx Xxxxx
			Title	Client Service Manager
		By:
			Name:
			Title

AMENDMENT NO. 3 — PRESS XXXXX

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IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 3 Effective Date.

		GE CAPITAL BANK, F/K/A GE CAPITAL
		FINANCIAL INC.,
		as a Lender
		By:	/s/ Xxxxxxx-Xxxxx Glade
			Name: Xxxxxxx-Xxxxx Glade
			Title: Duly Authorized Signatory

AMENDMENT NO. 3 — PRESS XXXXX

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CONSENT OF SUBSIDIARY GRANTORS

By its signature below, each of the undersigned Guarantors and Grantors hereby consents to the foregoing Amendment No. 3 and confirms and reaffirms its guarantee of the Obligations and its grant of a security interest in its assets to secure the Obligations, in each case, pursuant to the Guarantee and Collateral Agreement, and each of the undersigned Guarantors and Grantors further acknowledges and agrees to be bound by the terms of Section 5 of the foregoing Amendment No. 3.

		PRESS XXXXX ASSOCIATES, INC.
		By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Treasurer and Chief Financial Officer
		PATIENTIMPACT LLC
		By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Vice President and Secretary
		DATA ADVANTAGE, LLC
		By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Vice President and Secretary
		CENTER FOR PERFORMANCE SCIENCES, INC.
		By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Secretary
		XXXXXXXX ASSOCIATES, INC.
		By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Treasurer

AMENDMENT NO. 3 — PRESS XXXXX

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