Exhibit 10.22


 


EXECUTION VERSION


 


INCREMENTAL FACILITY AMENDMENT


 


INCREMENTAL
FACILITY AMENDMENT, dated as of March 16, 2017 (this “Agreement”), by and among, Canyon Valor Companies, Inc.,
a Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”) and Peach
Funding Corporation (the “Incremental Term Loan Lender”), and acknowledged by Deutsche Bank AG New
York Branch, as the Administrative Agent and Collateral Agent.


 


RECITALS:


 


WHEREAS,
reference is hereby made to the First Lien Credit Agreement, dated as of June 16, 2016 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Canyon Companies S.à
r.l., a private limited liability company (société à responsabilité limitée) organized
and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg,
Grand-Duchy of Luxembourg, with a share capital of twenty thousand and ten United States Dollars ($20,010) and registered
with the Luxembourg Register of Commerce and Companies under number B 187.216 (“Holdings”), Canyon Group S.à
r.l., a private limited liability company (société à responsabilité limitée) organized
and established under the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg,
Grand-Duchy of Luxembourg, with a share capital of twenty thousand United States Dollars ($20,000) and registered with the
Luxembourg Register of Commerce and Companies under number B 202.299 (“Intermediate Lux Holdings”), Canyon Valor
Holdings, Inc., a Delaware corporation (“Intermediate U.S. Holdings”), the Borrower, the lending institutions
from time to time party thereto, and Deutsche Bank AG New York Branch, as the Administrative Agent and Collateral Agent (capitalized
terms used but not defined herein having the meaning provided in the Credit Agreement); and


 


WHEREAS,
subject to the terms and conditions of the Credit Agreement, the Borrower may establish an Incremental Term Increase by, among
other things, entering into one or more Incremental Facility Amendments with Additional Term Lenders;


 


WHEREAS,
the Incremental Term Loan Lender and the Borrower wish to establish an Incremental Term Increase on the terms set forth in this
Agreement utilizing available capacity pursuant to clause (I) of the definition of Incremental Cap;


 


NOW,
THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto
agree as follows:


 


The Incremental Term
Loan Lender hereby commits to provide the Incremental Term Increase as set forth on Schedule A annexed hereto, on the terms
and subject to the conditions set forth below.


 


The Incremental Term
Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits
thereto, together with copies of the most recent financial statements referred to in Section 5.01 of the Credit Agreement
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral
Agent or any other Lender or Agent, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes
the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as the
case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it
will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender. This Agreement shall constitute (i) the notice required to be delivered by the Borrower to the Administrative
Agent pursuant to Section 2.20(a) of the Credit Agreement and (ii) an “Incremental Facility Amendment” for purposes
of Section 2.20(d) of the Credit Agreement.


 






    	 	 	 



     


    

 


Notwithstanding any
provision to the contrary herein or in the Credit Agreement, the terms of the Incremental Term Increase (including without limitation
the Applicable Rate and the principal payment terms applicable thereto) shall, except to the extent of fees expressly set forth
in the Fee Letter (the “Incremental Fee”), be the same as the terms of the Initial Term Loans outstanding immediately
prior to giving effect to this Agreement, and such Incremental Term Increase shall be deemed to constitute Initial Term Loans for
all purposes of this Agreement and the Credit Agreement and shall constitute one tranche with, and be the same Class as, the Initial
Term Loans made pursuant to Section 2.01 of the Credit Agreement. Following the Incremental Amendment Effective Date (as defined
below) and the funding of the Incremental Term Increase, each reference to “Initial Term Loans” and Initial Term Loans
made pursuant to Section 2.01(a) shall include the Incremental Term Increase and each reference to “Lender” shall include
the Incremental Term Loan Lender hereunder, in each case, unless the context shall require otherwise. Each of the parties hereto
hereby agrees that, with the consent of the Borrower (not to be unreasonably withheld), the Administrative Agent may take any and
all action as may be reasonably necessary to ensure that all amounts of such Incremental Term Increase, when originally made, are
Initial Term Loans for all purposes under the Loan Documents and are included in each Borrowing of outstanding Initial Term Loans
on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by allocating a portion of each such
Incremental Term Increase to each outstanding Eurodollar Loan that is a Term Loan of the same Class on a pro rata basis, even though
as a result thereof such Incremental Term Increase may effectively have a shorter Interest Period than the Term Loans included
in the Borrowing of which they are a part (and notwithstanding any other provision of the Credit Agreement that would prohibit
such an initial Interest Period). The Incremental Term Increase shall not accrue interest for any period prior to the Incremental
Amendment Effective Date and the Borrower shall not be required to pay interest on the Incremental Term Increase pursuant to Section
2.13 of the Credit Agreement for any period prior to the Incremental Amendment Effective Date.


 


The Incremental Term
Loan Lender hereby agrees to make Incremental Term Increase on the following terms and conditions:


 


		1.	Applicable Rate. For the avoidance of doubt, the Applicable Rate for ABR Loans or for Eurodollar
Loans, as applicable, for the Incremental Term Increase shall mean, as of any date of determination, the applicable percentage
per annum with respect to any Initial Term Loan as set forth in the definition of “Applicable Rate” in the Credit Agreement.
All Interest Periods applicable to Initial Term Loans shall continue in effect after the Incremental Amendment Effective Date.
The Incremental Term Increase shall be initially incurred pursuant to a single Borrowing of Eurodollar Loans, with such Borrowing
to be subject to (x) Interest Periods which commence on the Incremental Amendment Effective Date and end on the last day of the
Interest Period applicable to the Initial Term Loans and (y) the LIBO Rate applicable to the Initial Term Loans. From and after
the Incremental Amendment Effective Date to the first Interest Payment Date to occur after the Incremental Amendment Effective
Date, the Borrower shall make to Administrative Agent on such first Interest Payment Date (and Administrative Agent shall distribute
to the applicable Lenders in accordance with the Credit Agreement) all payments in respect of interest on the Incremental Term
Increase to the Term Lenders for amounts which have accrued on the Incremental Term Increase from the Incremental Amendment Effective
Date to but excluding such Interest Payment Date.



 






    	 	2	 



     


    

 


		2.	Amortization Payments. Subject to the adjustments pursuant to paragraph (c) of Section 2.10
of the Credit Agreement, the Borrower shall repay Initial Term Loans (including the Incremental Term Increase) on the last day
of each March, June, September and December in the principal amount of Terms Loans as follows; provided that if any such
date is not a Business Day, such payment shall be due on the next preceding Business Day:



 


	(A)
 Payment Date	 	(B) 
 Amortization Payment	 
	March 31, 2017	 	$	2,825,000	 
	June 30, 2017	 	$	2,825,000	 
	September 30, 2017	 	$	2,825,000	 
	December 31, 2017	 	$	2,825,000	 
	March 31, 2018	 	$	2,825,000	 
	June 30, 2018	 	$	2,825,000	 
	September 30, 2018	 	$	2,825,000	 
	December 31, 2018	 	$	2,825,000	 
	March 31, 2019	 	$	2,825,000	 
	June 30, 2019	 	$	2,825,000	 
	September 30, 2019	 	$	2,825,000	 
	December 31, 2019	 	$	2,825,000	 
	March 31, 2020	 	$	2,825,000	 
	June 30, 2020	 	$	2,825,000	 
	September 30, 2020	 	$	2,825,000	 
	December 31, 2020	 	$	2,825,000	 
	March 31, 2021	 	$	2,825,000	 
	June 30, 2021	 	$	2,825,000	 
	September 30, 2021	 	$	2,825,000	 
	December 31, 2021	 	$	2,825,000	 
	March 31, 2022	 	$	2,825,000	 
	June 30, 2022	 	$	2,825,000	 
	September 30, 2022	 	$	2,825,000	 
	December 31, 2022	 	$	2,825,000	 
	March 31, 2023	 	$	2,825,000	 



 


		3.	Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Incremental
Term Increase set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Initial Term Loans
in accordance with Section 2.11 of the Credit Agreement.



 


		4.	Ranking and Security. The Incremental Term Increase shall rank equal in right of
payment and equal in right of security with the Initial Term Loans.



 


		5.	Proposed Borrowing. This Agreement represents a request by the Borrower to borrow the Incremental
Term Increase from the Incremental Term Loan Lender as follows (the “Proposed Borrowing”):



 


		(a)	Date of Proposed Borrowing (which shall be a Business Day): March 16, 2017



 






    	 	3	 



     


    

 


		(b)	Aggregate Amount of Proposed Borrowing: $30,000,000



 


		(c)	Type of Borrowing: Eurodollar Borrowing



 


		6.	Use of Proceeds. The proceeds of the Incremental Term Increase shall be used to fund the
acquisition of Bulletin Intelligence and related transactions and to pay certain fees (including the Incremental Fee), costs and
other expenses in connection with the Bulletin Intelligence acquisition and this Agreement or, at the sole discretion of the Borrower,
for general corporate purposes and working capital purposes, including acquisitions, investments and repayments of debt but not
including Restricted Payments, so long as such uses are not prohibited by the Credit Agreement.



 


		7.	Incremental Term Loan Lenders. The Incremental Term Loan Lender acknowledges and agrees
that upon its execution of this Agreement and the Incremental Term Increase, that such Incremental Term Loan Lender shall become
a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject
to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder and
under the Intercreditor Agreements, as applicable, pursuant to Section 9.18 of the Credit Agreement.



 


		8.	Credit Agreement Governs. Except as set forth in this Agreement, the Incremental Term Increase
shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.



 


		9.	Conditions to Effectiveness. The obligations of the Incremental Term Loan Lender to extend
the Incremental Term Increase and the effectiveness of the Agreement is subject to the satisfaction, or waiver by the Incremental
Term Loan Lender (the date of such satisfaction or waiver, the “Incremental Amendment Effective Date”), of the
following conditions:



 


		(a)	Borrower Certifications. By its execution of this Agreement, the undersigned officer of
the Borrower, to the best of his or her knowledge, hereby certifies, solely in his or her capacity as an officer of the Borrower
and not in his or her individual capacity, that (i) no Event of Default exists on the Incremental Amendment Effective Date before
or after giving Pro Forma Effect to the Incremental Term Increase contemplated hereby, (ii) the representations and warranties
of the Borrower set forth in the Loan Documents are true and correct in all material respects on and as of the Incremental Amendment
Effective Date; provided that to the extent that such representations and warranties specifically refer to an earlier date,
they shall be true and correct in all material respects as of such earlier date and (iii) immediately after the consummation of
funding of the loans pursuant to the Incremental Term Increase to occur on the Incremental Amendment Effective Date, after taking
into account all applicable rights of indemnity and contribution, (A) the sum of the debt (including contingent liabilities) of
Holdings and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value (on a going concern basis) of
the assets of Holdings and its Subsidiaries, taken as a whole; (B) the capital of Holdings and its Subsidiaries, taken as a whole,
is not unreasonably small in relation to the business of Holdings and its Subsidiaries, taken as a whole, contemplated as of the
date hereof; and (C) Holdings and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur,
debts including current obligations beyond their ability to pay such debts as they mature in the ordinary course of business. For
the purposes of clause (C) above, the amount of any contingent liability at any time shall be computed as the amount that, in light
of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an
actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement
of Financial Accounting Standard No. 5) in the ordinary course of business.



 






    	 	4	 



     


    

 


		(b)	Delivery of Documents. The Incremental Term Loan Lender (or its counsel) shall have received
each of the following, each dated the Incremental Amendment Effective Date unless otherwise indicated or agreed to by the Administrative
Agent:



 


		(i)	from the Borrower and the Incremental Term Loan Lender, duly signed counterparts of this Agreement;



 


		(ii)	a customary written opinion of Kirkland & Ellis LLP, counsel to the Borrower, addressed to
the Incremental Term Loan Lender, in form and substance reasonably satisfactory to the Incremental Term Loan Lender;



 


		(iii)	to the extent applicable in the relevant jurisdiction, certificates attesting to the good standing
of the Borrower in its jurisdiction of formation or incorporation certified as of a recent date by the relevant Governmental Authority;
and



 


		(iv)	a certificate, executed by any Responsible Officer of the Borrower (A) certifying as to the names
and signatures of each officer of the Borrower executing and delivering this Agreement, (B) either (x) attaching the Organizational
Documents of the Borrower certified, if applicable, by the relevant authority of its jurisdiction of organization or (y) certifying
that there has been no change to such Organizational Document since last delivered to the Administrative Agent on the Incremental
Amendment Effective Date and (C) attaching the resolutions of the Borrower’s board of directors or other appropriate governing
body approving and authorizing the execution, delivery and performance of this Agreement.



 


		(c)	Fees. (i) Golub Capital LLC shall have received all fees required to be paid by the Borrower
on the Incremental Amendment Effective Date pursuant to that certain Fee Letter, dated as of March 16, 2017, between the Borrower
and Golub Capital LLC, and (ii) the Incremental Term Loan Lender shall have received, to the extent invoiced, reimbursement or
other payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other
Loan Document, including reimbursement or other payment of all reasonable and documented out-of-pocket expenses (including reasonable
fees, charges and disbursements of Milbank, Tweed, Hadley & McCloy LLP) required to be reimbursed or paid by the Borrower hereunder
or otherwise in connection with this Agreement.



 


		10.	Notice. For purposes of the Credit Agreement, the initial notice address of the Incremental
Term Loan Lender shall be as set forth below its signature below.



 


		11.	Tax Forms. For the Incremental Term Loan Lender, delivered herewith to the Administrative
Agent and the Borrower are such forms, certificates or other evidence with respect to United States federal income tax withholding
matters as such Incremental Term Loan Lender may be required to deliver to the Administrative Agent and/or the Borrower pursuant
to Section 2.17 of the Credit Agreement.



 






    	 	5	 



     


    

 


		12.	Recordation of the New Loans. Upon execution and delivery hereof, the Administrative Agent
will record the Incremental Term Increase, as the case may be, made by the Incremental Term Loan Lender in the Register.



 


		13.	Acknowledgement and Consent. The Borrower hereby acknowledges that it has reviewed the terms
and provisions of the Credit Agreement and this Agreement and consents to the amendment of the Credit Agreement effected pursuant
to this Agreement, including without limitation, the making of the Incremental Term Increase. The Borrower hereby confirms that
each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or
secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of
all “Secured Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined
in the applicable Loan Document), including without limitation, the Incremental Term Increase. The Borrower acknowledges and agrees
that any of the Loan Documents (as they may be modified by this Agreement) to which it is a party or otherwise bound shall continue
in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or
limited by the execution or effectiveness of this Agreement other than to the extent expressly contemplated hereby.



 


		14.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.



 


		15.	Entire Agreement. This Agreement, the Credit Agreement, the Fee Letter dated of even date
herewith between the Borrower and the Incremental Term Loan Lender (the “Fee Letter”) and the other Loan Documents
constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other
prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter
hereof.



 


		16.	GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.



 


		17.	Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without limiting the foregoing
provisions of this Section 17, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting
Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall
be deemed to be in effect only to the extent not so limited.



 


		18.	Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or other electronic means shall be effective as delivery of an original executed counterpart of this Agreement.



 




    	 	6	 



     


    

 


IN
WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement
as of the date first set forth above.


 


	 	PEACH FUNDING CORPORATION
	 	 
	 	By:	GC Advisors LLC, Its Manager
	 	 
	 	By:	Robert  Tuchscherer
	 	Name:	Robert  Tuchscherer
	 	Title:	Managing Director


 


	 	Notice Address:	150 S. Wacker Drive, Ste 800
	 	 	Chicago, IL 60606
	 	Attention:	Robert G. Tuchscherer
	 	Telephone:	(312) 205-5050
	 	Facsimile:	(312) 201-9167


 


	 	CANYON VALOR COMPANIES, INC.
	 	 
	 	By:	/s/ Jack Pearlstein
	 	Name:	Jack Pearlstein
	 	Title:	Chief
    Financial Officer
	 	 	 


 




    	 	 	 



     


    

 


	 	Acknowledged by:
	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH,
	 	as Administrative Agent
	 	 	 
	 	By:	/s/ Anca Trifan
	 	Name:	Anca Trifan
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ Marcus Tarkington
	 	Name:	Marcus Tarkington
	 	Title:	Director


 




    	 	 	 



     


    

 


SCHEDULE A

TO INCREMENTAL AGREEMENT


 


	
        Name of Incremental Term

        Loan Lender
	 	Amount
	Peach Funding Corporation	 	$30,000,000
	 	 	Total:   $30,000,000