SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 4, 2017 among WAGEWORKS, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, MUFG UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger, Joint Bookrunner, Swing...Credit Agreement • August 1st, 2017 • Wageworks, Inc. • Services-business services, nec • California
I, Colm M. Callan, the duly appointed, acting and incumbent Chief Financial Officer of WAGEWORKS, INC., a Delaware corporation (“Company”), on behalf of the Company, hereby represent, warrant, and certify as set forth herein in connection with the loans and other financial accommodations being made to Company under or in connection with that certain Second Amended and Restated Credit Agreement dated as of April 4, 2017 by and among the Company, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, MUFG Union Bank, N.A., as Administrative Agent (the “Agent”), Swing Line Lender and L/C Issuer (as amended, modified, supplemented, restated, extended or otherwise modified from time to time, the “Credit Agreement”) and the other Loan Documents (as defined in the Credit Agreement). All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
