Exhibit 10.1.2

 

AMENDMENT NO. 1

 

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.

 

WHEREAS, Section 10.1 of the Credit Agreement permits amendments or other modifications of the Credit Agreement with consent of the Administrative Agent, Holdings, the Borrower and the Required Lenders;

 

WHEREAS, Borrower has requested that the Required Lenders agree to modify the calculation of Consolidated EBITDA by permitting the additional addbacks listed on Schedule 1 hereto;

 

WHEREAS, subject to certain conditions, the Required Lenders are willing to agree to such modification relating to the Credit Agreement;

 

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

 

Section 1.                                          Amendment.

 

The Borrower shall be permitted to modify the calculation of “Consolidated EBITDA” for the periods of four consecutive fiscal quarters ending on December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013 by adding back to Consolidated Net Income, without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the amounts enumerated on Schedule 1 hereto for the applicable period to the extent such amounts reflect cash expenses, losses, charges or costs which accrued during the periods set forth opposite such amounts on Schedule 1 and are of the type described in clause (j) of the definition of “Consolidated EBITDA” without giving effect to the cap of 6% of Consolidated EBITDA in such clause (j).

 

Section 2.                                          Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof and the Amendment No. 1 Effective Date that:

 

(a)                                 Before and after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Section 4 of the Credit Agreement or any other Loan Document shall be true and correct in all material

 











 

respects, except to the extent that such representations and warranties specifically refer 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 representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects).

 

(b)                                 At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

 

(c)                                  Each of Holdings and the Borrower (i) has the requisite power and authority to execute, deliver and perform the Amendment, (ii) has taken all necessary organizational action to authorize the execution, delivery and performance of the Amendment and (iii) has duly executed and delivered the Amendment.

 

(d)                                 This Amendment constitutes a legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against each of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in an proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

 

Section 3.                                          Conditions to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions is satisfied:

 

(a)                                 The Administrative Agent’s receipt of executed counterparts of this Amendment from Holdings, the Borrower, the Administrative Agent and the Required Lenders, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified.

 

(b)                                 The Administrative Agent’s receipt of a certificate of a Responsible Officer of each of Holdings and the Borrower dated the Amendment No. 1 Effective Date and certifying as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing such certificate, which shall be an original or facsimile or electronic copy (followed promptly by originals) unless otherwise specified

 

(c)                                  The Borrower shall have reimbursed the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of Weil, Gotshal & Manges LLP, counsel for the Administrative Agent.

 

Section 4.                                          Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of

 

2











 

this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

 

Section 6.                                          Governing Law and Waiver of Right to Trial by Jury.

 

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.12 and 10.17 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

 

Section 6.                                          Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

Section 7.                                          Reaffirmation. Each of Holdings and the Borrower hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby.

 

Section 8.                                          Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall be deemed a “Loan Document” for all purposes under the Credit Agreement.

 

3











 

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

 

	
 
    	
PG HOLDCO, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eileen A. Kamerick
    
	
 
    	
 
    	
Name:
    	
Eileen A. Kamerick
    
	
 
    	
 
    	
Title:
    	
Chief Financial Officer & Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PGA HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eileen A. Kamerick
    
	
 
    	
 
    	
Name:
    	
Eileen A. Kamerick
    
	
 
    	
 
    	
Title:
    	
Chief Financial Officer & Treasurer
    


 

AMENDMENT NO. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
BARCLAYS BANK PLC,
    
	
 
    	
as Administrative Agent   and Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Vanessa A. Kurbatskiy
    
	
 
    	
 
    	
Name:
    	
Vanessa A. Kurbatskiy
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT NO. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
[1ST Source Bank],
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Patrick Novitzki
    
	
 
    	
 
    	
Name:
    	
Patrick Novitzki
    
	
 
    	
 
    	
Title:
    	
U.P.
    


 

AMENDMENT NO. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
ASF1 Loan Funding LLC,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
Citibank N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lynette Thompson
    
	
 
    	
 
    	
Name:
    	
Lynette Thompson
    
	
 
    	
 
    	
Title:
    	
Director
    


 

AMENDMENT NO. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
[BANCALLIANCE INC.],
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
AP COMMERCIAL LLC, its attorney-in-fact
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ John Gray
    
	
 
    	
 
    	
Name:
    	
John Gray
    
	
 
    	
 
    	
Title:
    	
Director
    


 

AMENDMENT NO. 1 — PRESS GANEY

FIRST LIEN

 











 

	
EMPORIA PREFERRED FUNDING II, LTD.
    	
 
    
	
By: Ivy Hill Asset Management, L.P., as Collateral Manager
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Ryan Cascade
    	
 
    
	
Name: 
    	
Ryan Cascade
    	
 
    
	
Title: 
    	
Duly Authorized Signatory
    	
 
    
	
 
    	
 
    
	
EMPORIA PREFERRED FUNDING III, LTD.
    	
 
    
	
By: Ivy Hill Asset Management, L.P., as Collateral Manager
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Ryan Cascade
    	
 
    
	
Name: 
    	
Ryan Cascade
    	
 
    
	
Title: 
    	
Duly Authorized Signatory
    	
 
    
	
 
    	
 
    
	
IVY HILL MIDDLE MARKET CREDIT FUND III, LTD.
    	
 
    
	
By: Ivy Hil Asset Management, L.P., as Asset Manager
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Ryan Cascade
    	
 
    
	
Name: 
    	
Ryan Cascade
    	
 
    
	
Title: 
    	
Duly Authorized Signatory
    	
 
    
	
 
    	
 
    
	
IVY HILL MIDDLE MARKET CREDIT FUND IV, LTD.
    	
 
    
	
By: Ivy Hil Asset Management, L.P., as Portfolio Manager
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Ryan Cascade
    	
 
    
	
Name: 
    	
Ryan Cascade
    	
 
    
	
Title: 
    	
Duly Authorized Signatory
    	
 
    
	
 
    	
 
    
	
IVY HILL MIDDLE MARKET CREDIT FUND V, LTD.
    	
 
    
	
By: Ivy Hill Asset Management, L.P., as Portfolio Manager
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Ryan Cascade
    	
 
    
	
Name: 
    	
Ryan Cascade
    	
 
    
	
Title: 
    	
Duly Authorized Signatory
    	
 
    
	
 
    	
 
    
	
KNIGHTSBRIDGE CLO 2007-1 LIMITED
    	
 
    
	
By: Ivy Hill Asset Management, L.P., as Collateral Manager
    	
 
    
	
 
    	
 
    
	
By: 
    	
/s/ Ryan Cascade
    	
 
    
	
Name: 
    	
Ryan Cascade
    	
 
    
	
Title: 
    	
Duly Authorized Signatory
    	
 
    


 

AMENDMENT NO. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
[Bank of Montreal],
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Katie Jones
    
	
 
    	
 
    	
Name:
    	
Katie Jones
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT NO. 1 — PRESS GANEY

FIRST LIEN

 









 

	
 
    	
TRIBECA PARK CLO LTD.
    
	
 
    	
By:   GSO/BLACKSTONE Debt Funds
    
	
 
    	
Management   LLC as Portfolio Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
Bank of Montreal,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Stephen E. Kalmer
    
	
 
    	
 
    	
Name:
    	
Stephen E. Kalmer
    
	
 
    	
 
    	
Title:
    	
Director
    


 

SIGNATURE PAGE TO PRESS GANEY FIRST LIEN CREDIT AGREEMENT

 











 

	
 
    	
MAPS CLO FUND II, LTD.
    
	
 
    	
By: GSO / Blackstone Debt Funds Management
    
	
 
    	
LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
CIT Bank,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ John Tracey
    
	
 
    	
Name:
    	
John Tracey
    
	
 
    	
Title:
    	
Director
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
CIT Finance LLC,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ John Tracey
    
	
 
    	
Name:
    	
John Tracey
    
	
 
    	
Title:
    	
Director
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
[Congressional Bank],
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kenneth Elias
    
	
 
    	
 
    	
Name:
    	
Kenneth Elias
    
	
 
    	
 
    	
Title:
    	
SVP
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
ATLAS SENIOR LOAN FUND II, LTD
    
	
 
    	
By: Crescent Capital Group LP, its adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
ATLAS SENIOR LOAN FUND, LTD.
    
	
 
    	
By: Crescent Capital Group LP, its adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
CRESCENT ALTERNATIVE CREDIT PARTNERS, L.P.
    
	
 
    	
By: 
    	
Crescent Capital Group LP, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
Crescent Senior Secured Floating Rate Loan Fund, LLC
    
	
 
    	
By: Crescent Capital Group LP, its advisor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 









 

	
 
    	
FARAKER INVESTMENT PTE LTD.
    
	
 
    	
By: Crescent Capital Group LP, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
ILLINOIS STATE BOARD OF INVESTMENT
    
	
 
    	
By: Crescent Capital Group LP, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
MAC CAPITAL, LTD.
    
	
 
    	
By: TCW-WLA JV Venture LLC, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
MOMENTUM CAPITAL FUND, LTD.
    
	
 
    	
By: TCW-WLA JV Venture LLC, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
PALMETTO INVESTORS MASTER FUND, LLC.
    
	
 
    	
By: Crescent Capital Group LP, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
RGA REINSURANCE COMPANY
    
	
 
    	
By: Crescent Capital Group LP, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
TCW SENIOR SECURED LOAN FUND, LP
    
	
 
    	
By: Crescent Capital Group LP, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
BELL ATLANTIC MASTER TRUST
    
	
 
    	
By: Crescent Capital Group LP, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
VITESSE CLO LTD.
    
	
 
    	
By: TCW-WLA JV Venture LLC, its sub-adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Meric Topbas
    
	
 
    	
Name:
    	
Meric Topbas
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua Grumer
    
	
 
    	
Name:
    	
Joshua Grumer
    
	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
 
    	
[General Electric Capital Corporation],
    
	
 
    	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin Blitz
    
	
 
    	
 
    	
Name:
    	
Kevin Blitz
    
	
 
    	
 
    	
Title:
    	
Duly Authorized Signatory
    
					


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 









 

	
 
    	
[Goldman Sachs Lending Partners LLC],
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michelle Latzoni
    
	
 
    	
 
    	
Name:
    	
Michelle Latzoni
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
BLACKSTONE / GSO SENIOR FLOATING
    
	
 
    	
RATE TERM FUND
    
	
 
    	
By: GSO / Blackstone Debt Funds Management
    
	
 
    	
LLC as Investment Advisor
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
CALLIDUS DEBT PARTNERS CLO FUND 
    
	
 
    	
VI, LTD.
    
	
 
    	
By: GSO / Blackstone Debt Funds Management
    
	
 
    	
LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
CENTRAL PARK CLO, LTD.
    
	
 
    	
By: GSO / Blackstone Debt Funds Management
    
	
 
    	
LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
CHELSEA PARK CLO LTD.
    
	
 
    	
By: GSO/BLACKSTONE Debt Funds
    
	
 
    	
Management LLC as Portfolio Manager
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
COLUMBUS PARK CDO LTD.
    
	
 
    	
By: GSO / Blackstone Debt Funds Management 
    
	
 
    	
LLC as Portfolio Manager
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

FIRST LIEN

 











 

	
 
    	
GALE FORCE 4 CLO, LTD.
    
	
 
    	
By: GSO/BLACKSTONE Debt Funds
    
	
 
    	
Management LLC as Collateral   Servicer
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

 

AMENDMENT No. 1 — PRESS GANEY

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GRAMERCY PARK CLO LTD.
    
	
 
    	
By: GSO / Blackstone Debt Funds Management
    
	
 
    	
LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

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INWOOD PARK CDO LTD.
    
	
 
    	
By: Blackstone Debt Advisors L.P. as Collateral
    
	
 
    	
Manager
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

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PROSPECT PARK CDO LTD.
    
	
 
    	
By: Blackstone Debt Advisors L.P. as Collateral 
    
	
 
    	
Manager
    
	
 
    	
 
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel H. Smith
    
	
 
    	
 
    	
Name:
    	
Daniel H. Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT No. 1 — PRESS GANEY

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[Lake City Bank],
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Benjamin C. Norris
    
	
 
    	
 
    	
Name:
    	
Benjamin C. Norris
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT No. 1 — PRESS GANEY

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Sumitomo Mitsui Banking Corporation
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ David Kee
    
	
 
    	
 
    	
Name:
    	
David Kee
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT No. 1 — PRESS GANEY

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[UBS   Loan Finance LLC],
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lana Gifas
    
	
 
    	
 
    	
Name:
    	
Lana Gifas
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ David Urban
    
	
 
    	
 
    	
 
    	
David Urban
    
	
 
    	
 
    	
 
    	
Associate Director
    
	
 
    	
 
    	
 
    	
Banking Products
    
	
 
    	
 
    	
 
    	
Services, US
    


 

AMENDMENT No. 1 — PRESS GANEY

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[UBS   AG, Stamford Branch],
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Darlene Arias
    
	
 
    	
 
    	
Name:
    	
Darlene Arias
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lana Gifas
    
	
 
    	
 
    	
Name:
    	
Lana Gifas
    
	
 
    	
 
    	
Title:
    	
Director
    


 

AMENDMENT No. 1 — PRESS GANEY

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SCHEDULE 1

 

	
 
    	
 
    	
LTM Addbacks to
    	
 
    	
Addbacks reflect amounts accrued
    
	
LTM Period ended
    	
 
    	
Consolidated EBITDA
    	
 
    	
during the following periods
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
December 31,   2012
    	
 
    	
$
    	
9,602,453
    	
 
    	
Fiscal   year ended December 31, 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
March 31,   2013
    	
 
    	
$
    	
9,349,337
    	
 
    	
April 1,   2012 to December 31, 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
June 30,   2013
    	
 
    	
$
    	
6,952,153
    	
 
    	
July 1,   2012 to December 31, 2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
September 30,   2013
    	
 
    	
$
    	
1,411,997
    	
 
    	
October 1,   2012 to December 31, 2012