Contract
1 Execution Version AMENDMENT NO. 12 TO THE CREDIT AGREEMENT AMENDMENT NO. 12 TO THE CREDIT AGREEMENT, dated as of October 15, 2024 (this “Agreement”), by and among each of the Lenders signatory hereto constituting the Required Lenders (each as defined in the Credit Agreement, as defined below), the Borrower (as defined below), Holdings (as defined below), each other Guarantor (as defined in the Credit Agreement) as of the date hereof, Blue Owl Capital Corporation, in its capacities as the administrative agent and collateral agent (in such capacities, the “Administrative Agent”). WHEREAS, reference is hereby made to the Credit Agreement, dated as of September 13, 2019 (as amended by Amendment No. 1 to the Credit Agreement and Incremental Facility Amendment, dated as of March 20, 2020, Incremental Facility Agreement and Technical Amendment No. 2 to Credit Agreement, dated as of May 7, 2020, Incremental Facility Agreement No. 3, dated as June 11, 2020, Amendment No. 4 to the Credit Agreement and Incremental Facility Agreement, dated as May 7, 2021, Amendment No. 5 to Credit Agreement and Incremental Facility Agreement, dated as of June 11, 2021, Amendment No. 6 to the Credit Agreement and Incremental Facility Agreement, dated as of November 10, 2021, Amendment No. 7 to Credit Agreement, dated as of March 14, 2022, Amendment No. 8 to the Credit Agreement, dated as of August 12, 2022, Amendment No. 9 to the Credit Agreement, dated as of November 9, 2022, Amendment No. 10 to the Credit Agreement, dated as of March 15, 2023, Amendment No. 11 to the Credit Agreement, dated as of March 12, 2024, and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Blizzard Midco, LLC, a Delaware limited liability company (“Holdings”), Norvax, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto, the Administrative Agent and the other parties party thereto; WHEREAS, the Borrower desires to amend the terms of the Credit Agreement to modify the definition of “Liquidity” such that, from the Amendment No. 12 Effective Date through and including November 15, 2024, the aggregate amount of unrestricted cash and Cash Equivalents owned by e- TeleQuote Insurance, Inc. need not be subject to Account Control Agreements in order to be included in the calculation in such definition. WHEREAS, in accordance with Section 9.02 of the Credit Agreement, Holdings, the Borrower and the Required Lenders have agreed to amend the Credit Agreement, on the terms and subject to the conditions, in each case, set forth herein; and NOW, THEREFORE, the parties hereto agree as follows: Section 1 Defined Terms; References. (a) Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Amended Credit Agreement (as defined below). The rules of construction and other interpretive provisions specified in Sections 1.03, 1.04, 1.08, 1.09 and 1.11 of the Amended Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto. (b) As used in this Agreement, the following terms have the meanings specified below: “Agreement” shall have the meaning provided in the preamble hereto.
3 or Event of Default, whether now existing or hereafter arising, or of any right or remedy that the Administrative Agent and the Lenders may have under any of the Loan Documents or applicable law. Section 4. Representations of Loan Parties. Each of the Loan Parties hereby represents and warrants that: (a) the representations and warranties set forth in Article III of the Amended Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 12 Effective Date, as applicable, with the same effect as though made on and as of such date (and deeming this Agreement to be a “Loan Document” for purposes of each such representation and warranty), except to the extent such representations and warranties expressly relate 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 such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the Amendment No. 12 Effective Date, as applicable, with the same effect as though made on and as of such date or such earlier date, as applicable; and (b) as of the Amendment No. 12 Effective Date, no Default or Event of Default shall exist or would result from the execution, delivery and performance of this Agreement. Section 5. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 6. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts) (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. For the avoidance of doubt, delivery of an executed counterpart of a signature page by facsimile or other electronic imaging means (e.g. “.pdf” or “.tif”) shall be effective as delivery of a manually executed counterpart, and shall not be considered an electronic signature. Section 7. Conditions to Effectiveness of this Agreement. The effectiveness of the agreements set forth in this Agreement and of the amendments set forth in Section 2 of this Agreement, shall become effective on the date (the “Amendment No. 12 Effective Date”) when each of the following conditions shall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Required Lenders of this Agreement:
[Signature Page to Amendment No. 12 to the Credit Agreement] GOHEALTH, LLC, as a Guarantor By: Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer CONNECTED BENEFITS, LLC, as a Guarantor By: Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer CREATIX, INC., as a Guarantor By: Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer /s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
BLUE OWL CAPITAL CORPORATION, as Administrative Agent By: Blue Owl Credit Advisors LLC, its Investment Advisor By: Name:▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title:Authorized Signatory [Signature Page to Amendment No. 12 to the Credit Agreement] /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] ▇▇▇▇▇ Capital Partners CLO 16(M)-R2, LP. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 17(M)-R, Ltd. By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 18(M)-R2 By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 21(M)-R, Ltd. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 24(M)-R, Ltd. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] ▇▇▇▇▇ Capital Partners CLO 2S(M)-R, Ltd. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 28{M)-R2 By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 30(M)-R By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 31(M)-R, Ltd. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 33(M)-R2, L.P. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] ▇▇▇▇▇ Capital Partners CLO 36(M), Ltd. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 42(M)-R By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 44(M), Ltd. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 4S(M)-R By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 46(M)-R By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] ▇▇▇▇▇ Capital Partners CLO 47(M)-R By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 49(M)-R By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO Sl(M), LP. By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 54(M), LP. By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 56(M) By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] ▇▇▇▇▇ Capital Partners CLO 57{M) By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 59{M) By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 61{M) By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 65(M) By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Partners CLO 67{M) By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] ▇▇▇▇▇ Capital Partners CLO 69(M) By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GC Advisors LLC as Agent for Philadelphia Indemnity Insurance Company By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GC Advisors LLC as Agent for Reliance Standard Life Insurance Company By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GC Advisors LLC as Agent for Safety National Casualty Corporation By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GC Advisors LLC as Agent for TMD-DL Holdings, LLC By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] GC Advisors LLC as Agent for U.S. Specialty Insurance Company By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Strategic Partners Fund 1, LP. By: GC Investment Management LLC, Its Manager By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory GC Advisors LLC as Agent for RGA Operating Company By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GBDC 3 Funding LLC By: GC Advisors LLC, its Manager By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GCIC Holdings LLC By: ▇▇▇▇▇ Capital BDC, Inc., its sole member By: GC Advisors LLC, its Manager By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] ▇▇▇▇▇ Capital BDC 3 ABS 2022-1 LLC By: GC Advisors LLC, its Manager By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GCPF Loan Funding G By: GC Advisors LLC, its agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Finance Funding IV Trust By: GC Advisors LLC, its Manager By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GCP Finance 6 LP. By: GC Advisors LLC, as agent By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Signature Pages to Amendment No. 12 to the Credit Agreement] GC Advisors LLC as Agent for U.S. Specialty Insurance Company By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director ▇▇▇▇▇ Capital Strategic Partners Fund 1, LP. By: GC Investment Management LLC, Its Manager By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory GC Advisors LLC as Agent for RGA Operating Company By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GBDC 3 Funding LLC By: GC Advisors LLC, its Manager By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director GCIC Holdings LLC By: ▇▇▇▇▇ Capital BDC, Inc., its sole member By: GC Advisors LLC, its Manager By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Managing Director /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
[Signature Page to Amendment No. 12 to the Credit Agreement] BLUE OWL CAPITAL CORPORATION, as a Lender By: Blue Owl Credit Advisors LLC, its Investment Advisor By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title:Authorized Signatory ORCC FINANCING II LLC, as a Lender By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory ORCC II FINANCING LLC, as a Lender By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
[Signature Page to Amendment No. 12 to the Credit Agreement] OWL ROCK CLO I, LTD., as a Lender By: Blue Owl Credit Advisors LLC, its Collateral Manager By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory OWL ROCK CLO II, LTD., as a Lender By: Blue Owl Credit Advisors LLC, its Collateral Manager By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory OWL ROCK CLO III, LTD., as a Lender By: Blue Owl Credit Advisors LLC, its Collateral Manager By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory OWL ROCK CLO VII, LLC, as a Lender By: Blue Owl Credit Advisors LLC, its Collateral Manager By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
[Signature Page to Amendment No. 12 to the Credit Agreement] OWL ROCK CLO X, LLC, as a Lender By: Blue Owl Credit Advisors LLC, its Collateral Manager By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
