FIRST LIEN CREDIT AGREEMENT among PG HOLDCO, LLC, as Holdings, PGA HOLDINGS, INC., as Borrower, The Several Lenders and the Issuing Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, GOLDMAN...Credit Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of April 20, 2012 (this “Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BARCLAYS BANK PLC, as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”), GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent (in such capacity, the “Syndication Agent”), GE CAPITAL MARKETS, INC., UBS SECURITIES LLC and BMO CAPITAL MARKETS, as Co-Documentation Agents (in such capacities, the “Co-Documentation Agents”), BARCLAYS BANK PLC and GOLDMAN SACHS LENDING PARTNERS LLC as joint bookrunners (in such capacities, the “Joint Bookrunners”) and BARCLAYS BANK PLC, GOLDMAN
EMPLOYMENT AGREEMENT (Patricia Riskind)Employment Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 20, 2009 (the “Effective Date”), between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the “Company”) and PATRICIA RISKIND (the “Employee”).
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-1 Units)Management Unit Subscription Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page.
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 9, 2012 BY AND AMONG PG HOLDCO, LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This Second Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of November 9, 2012 by and among (i) PG Holdco, LLC, a Delaware limited liability company (the “Company”), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“VCPA”), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (“VH”), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (“VE”), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (“Vestar/PGA Investors” and, together with VCP, VCPA, VH and VE, “Vestar”), (vii) parties to this Agreement who are identified as Co-Investors on the signature page hereto (each, a “Co-Investor” and, collectively, the “Co-Investors”), (viii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively,
MANAGEMENT UNIT GRANT AGREEMENT (Class A Units)Management Unit Grant Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
THIS MANAGEMENT UNIT GRANT AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page.
MANAGEMENT UNIT GRANT AGREEMENT (Class A Units)Management Unit Grant Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
THIS MANAGEMENT UNIT GRANT AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page.
EMPLOYMENT AGREEMENT (Patrick T. Ryan)Employment Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated February 24, 2012, among PGA HOLDINGS, INC., a Delaware corporation (the “Company”), PRESS GANEY ASSOCIATES, INC., an Indiana corporation (“PGA”), and PATRICK T. RYAN (the “Employee”).
AMENDMENT NO. 4Credit Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
AMENDMENT NO. 4, dated as of May 9, 2014 (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.
NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 15, 2014Limited Liability Company Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
THIS NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PG Holdco, LLC (the “Company”), dated and effective as of April [·], 2014 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“VCPA”), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (“VH”), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (“VE”), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (“Vestar/PGA Investors” and, together with VCP, VCPA, VH and VE, the “Vestar Member”), and the other Persons listed as Members in the books and records of the Company, and each other Person who becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to the Vestar Member sha
AMENDMENT NO. 3Credit Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
AMENDMENT NO. 3, 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.
AMENDMENT NO. 2PGA Holdings, Inc. • April 1st, 2015 • Services-management consulting services • New York
AMENDMENT NO. 2, dated as of May 9, 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.
AMENDMENT NO. 1Credit Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
AMENDMENT NO. 1, dated as of February 14, 2013 (this “Amendment”), to the First Lien Credit Agreement dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”) PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by PG HOLDCO, LLC, PGA HOLDINGS, INC., as Borrower, and the Subsidiary Guarantors party hereto in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of April 20, 2012First Lien Guarantee and Collateral Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 20, 2012, made by each of the signatories hereto, in favor of BARCLAYS BANK PLC, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties, including the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, restated, supplemented waived and/or otherwise modified from time to time, the “Credit Agreement”), among PG Holdco, LLC, a Delaware limited liability company (“Holdings”), as Holdings, PGA Holdings, Inc., a Delaware corporation (the “Borrower”), as the Borrower, the Lenders and Issuing Lenders party thereto from time to time, Barclays Bank PLC, as Administrative Agent and Collateral Agent, Goldman Sachs Lending Partners LLC, as Syndication Agent, General Electric Capital Markets, Inc. and UBS Securities LLC, as Co-Documentation Agents, Barclays Bank PLC and Goldman Sachs
MANAGEMENT AGREEMENTManagement Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This Agreement is made as of this 12 day of March, 2008, among PGA Holdings, Inc., a Delaware corporation (the “Company”), Press, Ganey Associates, Inc., an Indiana corporation (“PGA”), PG Holdco, LLC, a Delaware limited liability company (“Holdco”), and Vestar Capital Partners, a Delaware limited partnership (“Vestar”).
AMENDMENT NO. 5 AND LIMITED WAIVERLimited Waiver • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This AMENDMENT NO. 5 AND LIMITED WAIVER, dated as of March 13, 2015 (this “Amendment”), to the (i) First Lien Credit Agreement, dated as of April 20, 2012 (as amended to date and as the same may be further 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 and (ii) First Lien Guarantee and Collateral Agreement, dated as of April 20, 2012 (as amended to date and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Holdings, the Borrower, the Subsidiary Guarantors pa
