AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT

Exhibit 10.9

Execution Version

AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT

AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of November 7, 2019, among Bluefin Holding, LLC, a Delaware limited liability company (the “Borrower”), Bluefin Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, the other Guarantors party hereto, the Lenders party hereto and New Mountain Finance Servicing, L.L.C., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower. Holdings, the other Guarantors from time to time party thereto, the Administrative Agent, the Collateral Agent and the Lenders from time to time party thereto are parties to that certain Second Lien Credit Agreement, dated as of September 6, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time, the “Credit Agreement”); and

WHEREAS, the Credit Parties have requested that the Administrative Agent and Lenders amend certain provisions of the Credit Agreement, and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Lenders signatory hereto, which constitute the Required Lenders, are willing to do so, on the terms set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms; References.

(a) Unless otherwise specifically defined herein, each capitalized term used herein (including the preamble hereto) that is not defined in this Amendment has the meaning assigned to such term in the Credit Agreement.

(b) Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2. Amendments. Each of the parties hereto agrees that, effective on the Amendment Effective Date (as defined below), the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto.

SECTION 3. Effectiveness. This Amendment shall become effective upon the execution and delivery of this Amendment to the Administrative Agent by the Borrower, Holdings, each other Guarantor, the Administrative Agent and Lenders constituting the Required Lenders.

SECTION 4. No Modification. Except as expressly stated herein, the Lenders, the Collateral Agent and the Administrative Agent reserve all rights, privileges and remedies under the Loan Documents. Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document.

SECTION 5. Governing Law, Etc. This Amendment shall be construed in accordance with and governed by the law of the State of New York. Sections 10.07, 10.09(b), 10.09(c), 10.09(d), 10.10 and 10.11 are hereby incorporated by reference as if set forth herein mutatis mutandis.

SECTION 6. Counterparts. This Amendment may be signed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.. Delivery of an executed counterpart of a signature page of this Amendment by telecopier or other electronic transmission (PDF or TIFF format) shall be effective as delivery of a manually executed counterpart of this Amendment.

[signatures follow on next page]

2

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

BLUEFIN INTERMEDIATE HOLDINGS, LLC, as Holdings and a Guarantor

By:

/s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Title:   Chief Executive Officer

BLUEFIN HOLDING, LLC, as the Borrower

By:

/s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Title:   Chief Executive Officer

BLACK MOUNTAIN SYSTEMS, LLC, as a Guarantor

By:

/s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Title:   Chief Executive Officer

LITHEO, LLC, as a Guarantor

By:

/s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Title:   Chief Executive Officer

[Signature Page to Amendment No. 1 to Second Lien Credit Agreement (Arrow)]

MARIANA SYSTEMS, LLC, as a Guarantor

By:

/s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Title:   Chief Executive Officer

VERTICE TECHNOLOGIES, LLC, as a Guarantor

By:

/s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Title:   Chief Executive Officer

[Signature Page to Amendment No. 1 to Second Lien Credit Agreement (Arrow)]

NEW MOUNTAIN FINANCE SERVICING, L.L.C., as Administrative Agent and Collateral Agent
By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title:   Managing Director, Authorized Person

[Signature Page to Amendment No. 1 to Second Lien Credit Agreement (Arrow)]

NEW MOUNTAIN GUARDIAN III SPV, L.L.C., as a Lender
By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title:   Authorized Person
NEW MOUNTAIN FINANCE DB, L.L.C., as a wholly-owned subsidiary of New Mountain Finance Corporation, as a Lender
By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title:   Authorized Person

[Signature Page to Amendment No. 1 to Second Lien Credit Agreement (Arrow)]

TCP DIRECT LENDING FUND VIII-A, LLC, as a Lender
By: Its:		Xxxxxxxxxx Capital Partners, LLC Investment Manager
By:		/s/ Xxxxxxxx Xxx
		Name: Xxxxxxxx Xxx
		Title:   Managing Director
TCP DLF VIII-T FUNDING, LLC, as a Lender
By: Its:		TCP Direct Lending Fund VIII-T, LLC Sole Member
By: Its:		Xxxxxxxxxx Capital Partners, LLC Investment Manager
By:		/s/ Xxxxxxxx Xxx
		Name: Xxxxxxxx Xxx
		Title:   Managing Director
TCP DLF VIII-L FUNDING, LP, as a Lender
By: Its:		TCP DLF VIII-L GP, LLC General Partner
By:		TCP DLF VIII ICAV, An umbrella type Irish collective asset management vehicle acting solely for and on behalf of its sub-fund TCP Direct Lending Fund VIII-
Its:		L (Ireland) Sole Member
By: Its:		Xxxxxxxxxx Capital Partners, LLC Investment Manager acting as attorney-in-fact
By:		/s/ Xxxxxxxx Xxx
		Name: Xxxxxxxx Xxx
		Title:   Managing Director

[Signature Page to Amendment No. 1 to Second Lien Credit Agreement (Arrow)]

TCP DLF VIII-S FUNDING, LLC, as a Lender
By: Its:		Xxxxxxxxxx Capital Partners, LLC Investment Manager
By:		/s/ Xxxxxxxx Xxx
		Name: Xxxxxxxx Xxx
		Title:   Managing Director
BLACKROCK CREDIT STRATEGIES FUND, as a Lender
By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title:   Managing Director
BLACKROCK CAPITAL INVESTMENT CORPORATION, as a Lender
By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title:   Managing Director

[Signature Page to Amendment No. 1 to Second Lien Credit Agreement (Arrow)]

ORETI RIVER II-B, LLC, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title:   Duly Authorized Signatory
ROARING FORK II-B, LLC, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title:   Duly Authorized Signatory
SAN GABRIEL RIVER II, LLC, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title:   Duly Authorized Signatory
VCOF I-B, LLC, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title:   Duly Authorized Signatory

[Signature Page to Amendment No. 1 to Second Lien Credit Agreement (Arrow)]

ANNEX I

AMENDMENT TO SECOND LIEN CREDIT AGREEMENT

[Changed pages to Second Lien Credit Agreement follow]

SECOND LIEN CREDIT AGREEMENT

This SECOND LIEN CREDIT AGREEMENT (this “Agreement”), dated as of September 6, 2019, is made among Bluefin Holding, LLC, a Delaware limited liability company (“Bluefin Holding” and the “Borrower”), Bluefin Intermediate Holdings, LLC, a Delaware xxxxxxxxxxxxxxxxxx liability company (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party hereto, the Lenders from time to time party hereto, New Mountain Finance Servicing, L.L.C., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).

WITNESSETH:

WHEREAS, prior to the date hereof, pursuant to that certain Amended and Restated Securities Purchase and Merger Agreement, dated as of July 1, 2019 (together with the exhibits, schedules and disclosure letters thereto, collectively, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Bluefin Acquisition Agreement”), by and among, inter alios, Bluefin Topco, LLC (formerly known as BMS Holdings, LLC), a Delaware limited liability company (“Topco”) and certain Affiliates of Sponsor identified therein, such Affiliates of Sponsor have, through one or more steps, consummated the acquisition of Topco (the “Bluefin Acquisition”).

WHEREAS, on the Closing Date, pursuant to that certain Securities Purchase and Exchange Agreement, dated as of July 29, 2019 (together with the exhibits, schedules and disclosure letters thereto, collectively, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Closing Date Acquisition Agreement”), by and among, inter alios, Topco and Vertice Technologies, LLC, a Florida limited liability company (“Vertice”), Topco shall, through one or more steps, consummate the acquisition of Vertice (the “Closing Date Acquisition”).

WHEREAS, the proceeds of the Loans issued hereunder are intended to be used in part to make a distribution on the Closing Date to Topco in an amount not exceeding $142,000,000 (the “Closing Date Distribution”).

WHEREAS, on the Closing Date, the Borrower has requested that the Lenders extend credit in the form of Term Loans in an aggregate principal amount equal to $75,000,000 to fund the Closing Date Acquisition, to make the Closing Date Distribution, to pay fees, costs and expenses in connection therewith, to cash collateralize any existing letters of credit, to fund working capital needs and for other general corporate purposes.

WHEREAS, in connection therewith, on the Closing Date, the Borrower shall enter into the First Lien Credit Agreement and incur (a) term loans in an aggregate principal amount to equal $165,000,000 and (b) obtain revolving credit commitments thereunder in an aggregate amount not in excess of $25,000,000 (which shall include a letter of credit sub-facility of up to $5,000,000.

(a) Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03).

(b) No Default. Subject to any specific requirement hereunder or under the other Loan Documents to the contrary, at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing on such date.

(c) Representations and Warranties. Subject to any specific requirement hereunder or under the other Loan Documents to the contrary, at each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

Each of the delivery of a Borrowing Request and the acceptance by the Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by the Borrower and each other Credit Party that on the date of such Credit Extension (both immediately before and immediately after giving effect to such Credit Extension) the conditions contained in this Article IV have been satisfied or waived.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower and the Subsidiary Guarantors (and Holdings with respect to Sections 5.01, 5.02, 5.03, 5.05, 5.06, 5.07, 5.10, 5.11, 5.13, and 5.14) warrant, covenant and agree with each Lender that at all times after the Closing Date, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Term Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations and unasserted expense reimbursement obligations), the Borrower and the Subsidiary Guarantors (and Holdings, with respect to Sections 5.01, 5.02, 5.03, 5.05, 5.07, 5.10, 5.11, 5.13, and 5.14) will, and will cause each of their respective Restricted Subsidiaries to:

Section 5.01 Financial Statements, Reports, etc. Furnish to the Administrative Agent for distribution to each Lender:

(a) Annual Reports. Within 120 days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2020 (and 180 days after the last day of the fiscal year of Holdings ending December 31, 2019) and within 120 days after the last day of each subsequent fiscal year thereafter, a copy of the consolidated balance sheet of

Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2021), audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing selected by the Borrower or (ii) any other accounting firm reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP the consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided that (A) such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement (AI) is solely a consequence of any impending stated final maturity date of any Indebtedness, (BII relates to any actual or potential inability to satisfy the Financial Covenant or any other financial covenants under any other Indebtedness on a future date or in a future period or (CIII) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted Subsidiaries; and (B) the financial statements (and accompanying opinion) delivered pursuant to this clause (a) for the fiscal year of Holdings ending December 31, 2019 shall be with respect to the period commencing on the Closing Date and ending on the last day of such fiscal year (or such longer period commencing prior to the Closing Date and ending on the last day of such fiscal year);

(b) Quarterly Reports. Commencing with the first full fiscal quarter ending after the Closing Date, within sixty (60) days after the last day of each fiscal quarter of each fiscal year of Holdings (other than the last fiscal quarter of any fiscal year of Holdings) (or ninety (90) days for each of the first three fiscal quarters for which financial statements are required to be delivered pursuant to this clause (b)), a copy of the unaudited consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of such fiscal quarter and the unaudited consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal quarter and for the fiscal year-to-date period then ended, each in reasonable detail and showing in comparative form the figures for the corresponding date and period in the previous fiscal year of Holdings (starting with the first full fiscal quarter commencing at least one year after the Closing Date for which financial statements are required to be delivered pursuant to this clause (b)), prepared by Holdings in accordance with GAAP (subject to the absence of footnote disclosures and year-end audit adjustments) and certified on behalf of Holdings by a Financial Officer as prepared in accordance with GAAP (subject to the absence of footnote disclosures and year-end audit adjustments) and fairly reflecting the financial condition and results of operations of Holdings and its Restricted Subsidiaries in all material respects;

(c) Financial Officer’s Certificate. Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (i) certifying on behalf of Holdings that, to its knowledge, no Event of Default has occurred and is continuing or,

if any such known Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; provided that, if such Compliance Certificate demonstrates that an Event of Default has occurred and is continuing due to a failure to comply with any covenant under Section 6.08 that has not been cured prior to such time, the Borrower may deliver, to the extent and within the time period permitted by Section 8.03, prior to, after or together with such Compliance Certificate, a Notice of Intent to Cure such Event of Default, (ii) setting forth the computation of the Total Leverage Ratio (whether or not the Financial Covenant is then required to be tested) and, (iii) setting forth, in the case of each Compliance Certificate delivered concurrently with any delivery of financial statements under Section 5.01(a) above, the Borrower’s calculation of Excess Cash Flow starting with the first full fiscal year after the Closing Date; provided that, for the avoidance of doubt, no Compliance Certificate shall “bring down” any representations and warranties made herein or in any other Loan Document;

(d) Budgets. Prior to the consummation of an IPO, commencing with the first full fiscal year commencing after the Closing Date, within 120 days after the beginning of each fiscal year (or within 180 days after the beginning of the fiscal year ending December 31, 2021) and within 120 days after the beginning of each subsequent fiscal year thereafter, an annual budget (on a quarterly basis) infor such fiscal year in the form customarily prepared with regard to Holdings and its Restricted Subsidiaries by Holdings; and

(e) Other Information. Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act or updates to the information required under the Beneficial Ownership Certification); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege or disclose any attorney work product or any item that constitutes non-registered Intellectual Property, non-financial trade secrets or non-financial proprietary information.

Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e) may be (1) satisfied by delivery of the applicable financial statements or other information of any other direct or indirect parent of the Borrower (provided that, to the extent such information is provided with respect to a direct or indirect parent of the Borrower other than Holdings, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries, on the other hand, (2) satisfied, as applicable, by the delivery of the Form 10-K, 10-Q, or 8-K of Holdings or any other direct or indirect parent of the Borrower, filed with the SEC, or (3) delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e-mail to the Administrative Agent for posting on the he surviving person in the case of any merger or consolidation involving the Borrower, and such Subsidiary Guarantor is the

the surviving person in the case of any merger or consolidation involving such Subsidiary Guarantor (other than mergers or consolidations involving the Borrower)), and (y) any Restricted Subsidiary (other than the Borrower) that is not a Guarantor may merge or consolidate with or into any other Restricted Subsidiary (other than the Borrower) that is not a Guarantor;

(d) a merger or consolidation pursuant to, and in accordance with, the definition of “Permitted Acquisition” to the extent necessary to consummate such Permitted Acquisition;

(e) any Restricted Subsidiary (other than the Borrower, subject to clause (f) below) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect;

(f) the Borrower may merge or consolidate with another Borrower or any Borrower may dissolve, liquidate or wind up its affairs; provided, that if Bluefin Holding is not the surviving person of any such merger or consolidation to which Bluefin Holding is a party, the surviving person of such merger or consolidation shall assume all of the rights and obligations of Bluefin Holding hereunder and under the other Loan Documents in its role as the Borrower; provided, further, that any such merger or consolidation, as applicable, would not reasonably be expected to have a Material Adverse Effect; and

(g) Permitted Reorganizations and IPO Reorganization Transactions.

Section 6.05 Asset Sales. Sell, lease, assign, transfer or otherwise dispose of any property, except that the following shall be permitted:

(a) (x) sales, transfers, leases, subleases and other dispositions of inventory in the ordinary course of business, property no longer used or useful in the business or worn out, or obsolete, uneconomical, negligible or surplus property by any Group Member in the ordinary course of business, (y) the abandonment, allowance to lapse or other disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower, immaterial or no longer economically practicable to maintain or (z) sales, transfers, leases, subleases and other dispositions of property by any Group Member (including Intellectual Property) that is, in the reasonable business judgment of the Borrower, immaterial or no longer used or useful in the business;

(b) any sale, lease, assignment, transfer or disposition (other than a sale of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries); provided that (i) such sale, lease, assignment, transfer or disposition shall be for fair market value (as determined by the Borrower in good faith) and (ii) with respect to any aggregate consideration received in respect thereof in excess of the greater of $5,625,000 and 19.0% of Consolidated EBITDA for the most recently ended Test period, at least 75% of the aggregate purchase price for all property subject to such sale, lease, assignment, transfer or disposition, when taken together with all other such dispositions effected in reliance on this Section 6.05(b) since the Closing Date, and/or shall