Exhibit 10.1.5

 

EXECUTION COPY

 

AMENDMENT NO. 4

 

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.

 

WHEREAS, (a) Section 10.1 of the Credit Agreement permits amendments or other modifications to the Credit Agreement with consent of the Administrative Agent, Holdings, the Borrower and the Required Lenders and (b) Section 2.25 of the Credit Agreement permits the Borrower to increase commitments under an existing term loan tranche under the Credit Agreement by effecting Incremental Commitments through an incremental amendment entered into among the Borrower, the Administrative Agent and the Persons providing such Incremental Commitments;

 

WHEREAS, the Borrower has requested that the Credit Agreement be amended to, among other things, provide for an incremental Term Loan Increase (the “Term Loan Increase”) of the existing Term Loans in the amount of $35,000,000, the proceeds of which will be used, together with cash on hand, to repay in full the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due), it being understood that the Term Loan Increase shall not reduce the Borrower’s capacity to incur Incremental Commitments or Incremental Notes pursuant to Sections 2.25 and 7.2(t) of the Credit Agreement;

 

WHEREAS, subject to the terms and conditions set forth herein, Barclays Bank PLC (the “Fronting Lender”) has agreed to provide the full amount of the Term Loan Increase;

 

WHEREAS, subject to the terms and conditions set forth herein, in order to effect the foregoing and to modify the Credit Agreement as contained herein, the Borrower, the Required Lenders and the other parties hereto 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.              Term Loan Increase.

 

(a)           The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, three Business Days prior to the anticipated Amendment No. 4 Effective Date, specifying (A) the aggregate principal amount of New Term Loans to be borrowed and (B) the requested Borrowing Date. Upon receipt of any such notice from the

 











 

Borrower, the Administrative Agent shall promptly notify the Fronting Lender. The Fronting Lender will make available the full amount of the Term Loan Increase to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, the Term Loan Increase funded on the Amendment No. 4 Effective Date shall be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Term Loans that are outstanding immediately prior to the Amendment No. 4 Effective Date (which Interest Period shall end on the last Business Day of May).

 

(b)           Subject to the terms and conditions set forth herein, on the Amendment No. 4 Effective Date the Fronting Lender agrees to fund a New Term Loan in a principal amount equal to the Term Loan Increase.

 

(c)           The Fronting Lender, by delivering its signature page to this Amendment and funding the Term Loan Increase on the Amendment No. 4 Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 4 Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 4 Effective Date.

 

(d)            Subject to the terms and conditions set forth herein, pursuant to Section 2.25(f) of the Credit Agreement, effective as of the Amendment No. 4 Effective Date, each reference in the Loan Documents to the Term Loans shall, except as the context may otherwise require, be deemed to include the Term Loan Increase contemplated hereby and the Fronting Lender shall have all the rights and obligations of a Lender holding a Term Loan Commitment (or, following the making of the Term Loan Increase, a Term Loan) under the Loan Documents.

 

Section 2.              Amendments. Effective as of the Amendment No. 4 Effective Date, the Loan Documents are hereby amended as follows:

 

(a)           Section 1.1 of the Credit Agreement is amended by adding the following definitions in the correct alphabetical order:

 

“Amendment No. 4”: Amendment No. 4 to this Agreement, dated as of May 9, 2014 among the Borrower, the Administrative Agent and the Lenders party thereto.

 

“Amendment No. 4 Effective Date”: as defined in Amendment No. 4.

 

(b)           Section 1.1 of the Credit Agreement is amended by deleting “6%” in clause (j) of the definition of Consolidated EBITDA and replacing it with “12%”.

 

(c)           Section 1.1 of the Credit Agreement is amended by amending and restating the definition of Term Loan in its entirety as follows:

 

2











 

“Term Loan”: (a) prior to the Amendment No. 2 Effective Date, a Closing Date Term Loan, (b) on and following the Amendment No. 2 Effective Date, a term loan made pursuant to Section 1(b) of Amendment No. 2 (including Converted Term Loans (as defined in Amendment No. 2)) and (c) on and following the Amendment No. 4 Effective Date, a term loan made pursuant to Section 1(b) of Amendment No. 2 (including Converted Term Loans (as defined in Amendment No. 2)), together with the term loans made pursuant to Section 1(b) of Amendment No. 4. Unless context shall otherwise require, “Term Loans” shall include any Term Loans under the Incremental Loans.

 

(d)           Section 2.3 of the Credit Agreement is hereby amended and restated as follows:

 

2.3          Repayment of Term Loans. The Term Loans shall be payable in equal consecutive quarterly installments, commencing on June 30, 2012, on the last Business Day of each of December, March, June and September following the Closing Date, in an amount equal to (i) prior to the Amendment No. 2 Effective Date, one quarter of one percent (0.25%) of the Term Loans funded on the Closing Date, (ii) on and after the Amendment No. 2 Effective Date and prior to the Amendment No. 4 Effective Date, one quarter of one percent (0.25%) of the Term Loans funded on the Amendment No. 2 Effective Date and (iii) on and after the Amendment No. 4 Effective Date, $1,069,832.69, in each case, as adjusted to reflect any prepayments thereof in accordance with Section 2.18(i), with the remaining balance thereof payable on the Term Maturity Date.

 

(e)           Section 6.10 of the Credit Agreement is hereby amended and restated as follows:

 

6.10        Use of Proceeds. The proceeds of the Closing Date Term Loans shall be used, first, to effect the Refinancing and any remaining amounts shall be used thereafter to effect, in part, the other Transactions and to pay related fees, commissions and expenses. The proceeds of the Term Loans made pursuant to Amendment No. 2 shall be used, first, to effect the refinancing in full of the Closing Date Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date as contemplated by pursuant to Amendment No. 2 and, thereafter, to repay the Second Lien Obligations, in each case, on the Amendment No. 2 Effective Date. The proceeds of the Term Loans made pursuant to Amendment No. 4 shall be used to repay in full the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due). The proceeds of the Revolving Loans and the Swingline Loans and the Letters of Credit shall be used for general corporate (including working capital) purposes of the Borrower and its Subsidiaries not prohibited by this Agreement (including, for purposes of clarity, Permitted Acquisitions and Capital Expenditures).

 

Section 3.              Consent and Waiver Subject to satisfaction of the conditions precedent set forth herein, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Amendment, and notwithstanding anything

 

3











 

to the contrary contained in the Credit Agreement or any other Loan Document, the Required Lenders hereby (i) consent to the repayment in full of the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due) on the Amendment No. 4 Effective Date, which prepayment shall not be deemed to reduce the Available Amount and (ii) waive the incremental debt being incurred hereunder such that the Term Loan Increase shall not reduce the Borrower’s capacity to incur Incremental Commitments or Incremental Notes pursuant to Sections 2.25 and 7.2(t) of the Credit Agreement. The consent and waiver contained in this Section 3 is a limited consent and waiver and (i) shall only be relied upon and used for the specific purpose set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (a) any Default or Event of Default or (b) any term or condition of the Credit Agreement and the other Loan Documents and (iii) shall not constitute nor be deemed to constitute a consent by the Required Lenders to anything other than the specific purpose set forth herein.

 

Section 4.              Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof and the Amendment No. 4 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.

 

4











 

Section 5.              Conditions to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions is satisfied (the “Amendment No. 4 Effective Date”):

 

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

 

(b)           The Borrower shall have paid, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 5 shall pay in full (in each case other than any contingent or indemnification obligations not then asserted or due), (i) the Second Lien Obligations and (ii) all accrued and unpaid fees, interest, premiums and reimbursable costs and expenses with respect to the Second Lien Obligations (including any amounts payable under Section 2.21 of the Second Lien Credit Agreement as a result of such prepayment).

 

(c)           The Borrower shall have reimbursed the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment which have been invoiced at least one Business Day prior to the Closing Date, including the reasonable and documented fees, charges and disbursements of Paul Hastings LLP, counsel for the Administrative Agent.

 

(d)           All fees required to be paid on the Amendment No. 4 Effective Date shall have been paid on or before the Amendment No. 4 Effective Date.

 

(e)           The Administrative Agent shall have received an executed legal opinion of Simpson Thacher & Bartlett LLP, counsel to the Loan Parties, substantially in the form of the legal opinion provided on the Closing Date. Such legal opinion shall contain such changes thereto as may be approved by, and as shall otherwise be in form and substance reasonably satisfactory to, the Administrative Agent and shall cover such other matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require. The counsel delivering the foregoing legal opinion is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agent and each Lender.

 

(f)            The Administrative Agent shall have received a solvency certificate signed by the chief financial officer and treasurer on behalf of Holdings and dated as of the Amendment No. 4 Effective Date, substantially in the form of Exhibit A hereto.

 

(g)           The Administrative Agent shall have received a certificate of each of Holdings, the Borrower and each Subsidiary Guarantor dated the Amendment No. 4 Effective Date, substantially in the form of Exhibit B, with appropriate insertions and attachments.

 

(h)           The Administrative Agent shall have received a certificate of a financial officer of the Borrower, dated the Amendment No. 4 Effective Date, certifying that the

 

5











 

Borrower is in pro forma compliance with the financial covenants in Section 7.1 (after giving effect to incurrence of the Term Loan Increase and the repayment of the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due)) and attaching supporting materials and calculations.

 

(i)            The Administrative Agent shall have received an irrevocable notice of borrowing in accordance with Section 1(a) hereof and each of the conditions precedent set forth in Sections 5.2(a) and (b) of the Credit Agreement shall have been satisfied.

 

(j)            All of the conditions precedent set forth in Section 2.25 of the Credit Agreement with respect to the Term Loan Increase effected hereby shall have been satisfied.

 

Section 6.              Reaffirmations.

 

(a)           Each Guarantor, subject to the terms and limits contained in the Credit Agreement, reaffirms its guaranty of the Obligations under the Credit Agreement as amended by this Amendment. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to this Amendment. Each Loan Party hereby confirms that each Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Amendment and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.

 

(b)           The undersigned, as Grantors under the Guarantee and Collateral Agreement, and, as applicable, as parties to the other Security Documents hereby consent and agree to this Amendment and hereby confirm and agree that (i) each of the Guarantee and Collateral Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all material respects and (ii) each of the Guarantee and Collateral Agreement and the other Security Documents and the Collateral described therein does, and shall continue to, secure the payment and performance of all of the Obligations of such Grantors immediately prior to and after giving effect to this Amendment and the funding of the Term Loan Increase.

 

Section 7.              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 this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

 

Section 8.              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 9.              Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

6











 

Section 10.            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.

 

7











 

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/ Joc Greskoviak
    
	
 
    	
Name: 
    	
Joc Greskoviak
    
	
 
    	
Title:
    	
President & COO
    
	
 
    	
 
    
	
 
    	
PGA HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joc Greskoviak
    
	
 
    	
Name:
    	
Joc Greskoviak
    
	
 
    	
Title:
    	
President & COO
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

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


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
BARCLAYS BANK, PLC
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Vanessa Kurbatskiy
    
	
 
    	
 
    	
Name:
    	
Vanessa Kurbatskiy
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
CIT Bank
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ John Ramelli III
    
	
 
    	
 
    	
Name:
    	
John Ramelli
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
CIT Finance LLC
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ John Ramelli III
    
	
 
    	
 
    	
Name:
    	
John Ramelli
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Lake City Bank,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Benjamin C. Norris
    
	
 
    	
 
    	
Benjamin C. Norris
    
	
 
    	
 
    	
Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Brit Insurance (Gibraltar) PCC Ltd in respect of   a protected cell of that company known as ‘Cell Re’
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GoldenTree Asset
    
	
 
    	
Management, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name:
    	
Karen Weber
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
GT Loan Financing   I, Ltd.
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GoldenTree Asset
    
	
 
    	
Management, LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name:
    	
Karen Weber
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
General Electric Pension   Trust
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GoldenTree Asset
    
	
 
    	
Management, LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name:
    	
Karen Weber
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
GoldenTree Loan   Opportunities III, Ltd.
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GoldenTree Asset
    
	
 
    	
Management, LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name:
    	
Karen Weber
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
GoldenTree Loan   Opportunities IV, Ltd.
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GoldenTree Asset
    
	
 
    	
Management, LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name:
    	
Karen Weber
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
GoldenTree Loan   Opportunities V, Ltd.
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GoldenTree Asset
    
	
 
    	
Management, LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name:
    	
Karen Weber
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
GoldenTree Loan   Opportunities VI, Ltd
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GoldenTree Asset
    
	
 
    	
Management, L.P.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name:
    	
Karen Weber
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
GoldenTree Loan Opportunities VII, Ltd
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
GoldenTree Asset Management, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name: 
    	
Karen Weber
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Health Net of California, Inc.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:  
    	
GoldenTree Asset Management, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:  
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name: 
    	
Karen Weber
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Stellar Performer Global Series:
    
	
 
    	
Series G - Global Credit
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:  
    	
GoldenTree Asset Management, LP
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name: 
    	
Karen Weber
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

	
 
    	
The Trustees of Syndicate 2987
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
GoldenTree Asset Management, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Karen Weber
    
	
 
    	
 
    	
Name: 
    	
Karen Weber
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Broad Street Credit Investments LLC,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michelle Latzoni
    
	
 
    	
 
    	
Name: 
    	
Michelle Latzoni
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
GOLDMAN SACHS LENDING PARTNERS LLC,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michelle Latzoni
    
	
 
    	
 
    	
Name: 
    	
Michelle Latzoni
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
AUDAX SENIOR LOAN FUND SPV, LLC,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael P. McGonigle
    
	
 
    	
 
    	
Name: 
    	
Michael P. McGonigle
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael P. McGonigle
    
	
 
    	
 
    	
Name: 
    	
Michael P. McGonigle
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
AUDAX CREDIT OPPORTUNITIES FUND, LP.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael P. McGonigle
    
	
 
    	
 
    	
Name: 
    	
Michael P. McGonigle
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Bank of Montreal,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ketan Parikh
    
	
 
    	
 
    	
Name: 
    	
Ketan Parikh
    
	
 
    	
 
    	
Title: 
    	
Duly Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Golub Capital Partners CLO   11, Ltd.,
    	
 

	
 
    	
as a Lender
    	
 

	
 
    	
 
    	
 

	
 
    	
By: 
    	
GC Advisors LLC, as agent
    	
 

	
 
    	
 
    	
 
    	
 

	
 
    	
 
    	
 
    	
 

	
 
    	
By: 
    	
/s/ Christina Jamieson
    	
 

	
 
    	
 
    	
Narne: 
    	
Christina Jamieson
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    
					


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
One Wall   Street CLO II LTD
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:   
    	
Alcentra   NY, LLC, as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric   Im
    
	
 
    	
 
    	
Name: 
    	
Eric   Im
    
	
 
    	
 
    	
Title:   
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Pacifica CDO V LTD
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
Alcentra NY, LLC, as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name: 
    	
Eric Im
    
	
 
    	
 
    	
Title: 
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Pacifica CDO VI LTD
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
Alcentra NY, LLC, as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name: 
    	
Eric Im
    
	
 
    	
 
    	
Title: 
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Prospero   CLO II B.V.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
Alcentra NY, LLC, as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name: 
    	
Eric Im
    
	
 
    	
 
    	
Title: 
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Shackleton 2013-III CLO, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
Alcentra NY, LLC, as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name: 
    	
Eric Im
    
	
 
    	
 
    	
Title: 
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Shackleton II CLO, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
Alcentra NY, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name: 
    	
Eric Im
    
	
 
    	
 
    	
Title: 
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
US Bank Loan Fund (M) Master Trust
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
Alcentra NY, LLC, as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name: 
    	
Eric Im
    
	
 
    	
 
    	
Title: 
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Veritas CLO II, LTD
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
Alcentra NY, LLC, as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name: 
    	
Eric Im
    
	
 
    	
 
    	
Title: 
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Westwood CDO I LTD
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: 
    	
Alcentra NY, LLC, as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name: 
    	
Eric Im
    
	
 
    	
 
    	
Title: 
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Westwood CDO II LTD
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: Alcentra NY, LLC, as investment advisor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric Im
    
	
 
    	
 
    	
Name:
    	
Eric Im
    
	
 
    	
 
    	
Title:
    	
Jr Research Analyst
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Congressional Bank,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sam Crow
    
	
 
    	
 
    	
Name:
    	
Sam Crow
    
	
 
    	
 
    	
Title:
    	
Chief Credit Officer
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
AIB Debt Management Limited,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Donna Cleary
    
	
 
    	
 
    	
Donna Cleary
    
	
 
    	
 
    	
Vice President
    
	
 
    	
 
    	
Investment Advisor to
    
	
 
    	
 
    	
AIB Debt Management, Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Roisin O’Connell
    
	
 
    	
 
    	
Roisin O’Connell
    
	
 
    	
 
    	
Senior Vice President
    
	
 
    	
 
    	
Investment Advisor to
    
	
 
    	
 
    	
AIB Debt Management, Limited
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
IBM Personal Pension Plan Trust
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Management Co., as its   investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
New Mexico State Investment Council
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Management Co. LLC, as   its investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
City of New York Group Trust
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Management Co. LLC, as   its investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ING (L) Flex - Senior Loans
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Management Co., as its   investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ING Floating Rate Fund
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Management Co., as its   investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ING Investment Management CLO III, LTD.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Alternative Asset Management LLC,   as its investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ING Investment Trust Co. Plan for Employee Benefit   Investment Funds -Senior Loan Fund
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Trust Co. as its trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ING Prime Rate Trust
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Management Co., as it investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ING Senior Income Fund
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Management Co., as its investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ISL Loan Trust
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Investment Management Co., as its investment advisor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Phoenix CLO II, LTD.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Alternative Asset Management LLC, as its investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Phoenix CLO III, LTD.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: ING Alternative Asset Management LLC, as its investment manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michel Prince
    
	
 
    	
 
    	
Name:
    	
Michel Prince
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Adirondack Park CLO Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
BLACKSTONE/GSO STRATEGIC CREDIT FUND
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Blackstone / GSO Senior Floating Rate Term Fund
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Callidus Debt Partners CLO Fund VI, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Central Park CLO, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Gale Force 4 CLO, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Servicer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Gramercy Park CLO Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Inwood Park CDO LTD.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Blackstone Debt Advisors LP
   As Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Maps CLO Fund II, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management 

LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Marine Park CLO Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Prospect Park CDO Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Blackstone Debt Advisors L.P. 
   As Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Riverside Park CLO Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
SPDR Blackstone/GSO Senior Loan ETF
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO/Blackstone Debt Funds Management LLC as Sub-Adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Sheridan Square CLO, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
[1ST Source Bank],
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
V.P.
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Global Leveraged Capital Credit Opportunity Fund I
    
	
 
    	
 
    
	
 
    	
By, Global Leveraged Capital Management, LLC,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Christian Giordano
    
	
 
    	
 
    	
Name: 
    	
Christian Giordano
    
	
 
    	
 
    	
Title: 
    	
Principal
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
EMPORIA PREFERRED FUNDING II, LTD.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Ivy Hill Asset Management, L.P., as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin R. Braddish
    
	
 
    	
 
    	
Name:
    	
Kevin R. Braddish
    
	
 
    	
 
    	
Title:
    	
Duly Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
EMPORIA PREFERRED FUNDING III, LTD.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Ivy Hill Asset Management, L.P., as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin R. Braddish
    
	
 
    	
 
    	
Name:
    	
Kevin R. Braddish
    
	
 
    	
 
    	
Title:
    	
Duly Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
IVY HILL MIDDLE MARKET CREDIT FUND III, LTD.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Ivy Hill Asset Management, L.P., as Asset Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin R. Braddish
    
	
 
    	
 
    	
Name:
    	
Kevin R. Braddish
    
	
 
    	
 
    	
Title:
    	
Duly Authorized Signatory
    


 

AMENDMENT No. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
IVY HILL MIDDLE MARKET CREDIT FUND IV, LTD.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Ivy Hill Asset Management. L.P., as Portfolio Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin R. Braddish
    
	
 
    	
 
    	
Name:
    	
Kevin R. Braddish
    
	
 
    	
 
    	
Title:
    	
Duly Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
IVY HILL MIDDLE MARKET CREDIT FUND V, LTD.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Ivy Hill Asset Management, L.P., as Portfolio Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin R. Braddish
    
	
 
    	
 
    	
Name:
    	
Kevin R. Braddish
    
	
 
    	
 
    	
Title:
    	
Duly Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
IVY HILL MIDDLE MARKET CREDIT FUND VII, LTD.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Ivy Hill Asset Management, L.P., as Asset Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin R. Braddish
    
	
 
    	
 
    	
Name:
    	
Kevin R. Braddish
    
	
 
    	
 
    	
Title:
    	
Duly Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
JMP Credit Advisors CLO I LTD,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ronald J. Banks
    
	
 
    	
 
    	
Name:
    	
Ronald J. Banks
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Fraser Sullivan CLO VII Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 3i Debt Management US, LLC as Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ David Nadeau
    
	
 
    	
 
    	
Name:
    	
David Nadeau
    
	
 
    	
 
    	
Title:
    	
Partner
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Jamestown CLO I Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 3i Debt Management US, LLC as Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ David Nadeau
    
	
 
    	
 
    	
Name:
    	
David Nadeau
    
	
 
    	
 
    	
Title:
    	
Partner
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Jamestown CLO III Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 3i Debt Management U.S. LLC, as Portfolio Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ David Nadeau
    
	
 
    	
 
    	
Name: 
    	
David Nadeau
    
	
 
    	
 
    	
Title: 
    	
Partner
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
J. P. Morgan Whitefriars Inc.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Virginia R. Conway
    
	
 
    	
 
    	
Name: 
    	
Virginia R. Conway
    
	
 
    	
 
    	
Title: 
    	
Attorney - in - Fact
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Palmer Square CLO 2013-1, Ltd,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Erin Carney
    
	
 
    	
 
    	
Name: 
    	
Erin Carney
    
	
 
    	
 
    	
Title: 
    	
Principal
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Palmer Square CLO 2013-2, Ltd,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Erin Carney
    
	
 
    	
 
    	
Name: 
    	
Erin Carney
    
	
 
    	
 
    	
Title: 
    	
Principal
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Birchwood Park CLO, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name: 
    	
Dan Smith
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Keuka Park CLO, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name: 
    	
Dan Smith
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Pinnacle Park CLO, Ltd
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name: 
    	
Dan Smith
    
	
 
    	
 
    	
Title: 
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Muir Grove CLO, Ltd.
    
	
 
    	
 
    
	
 
    	
By: Tall Tree Investment Management, LLC as Collateral Manager
    
	
 
    	
[
    
	
 
    	
as
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael J. Starshak Jr.
    
	
 
    	
 
    	
Name: 
    	
Michael J. Starshak Jr.
    
	
 
    	
 
    	
Title: 
    	
Officer
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
RBS CITIZENS, N.A.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Dominic Barakat
    
	
 
    	
 
    	
Name: 
    	
Dominic Barakat
    
	
 
    	
 
    	
Title: 
    	
Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
TELOS CLO 2006-1, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Telos Asset Management, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jonathan Tepper
    
	
 
    	
 
    	
Name: 
    	
Jonathan Tepper
    
	
 
    	
 
    	
Title: 
    	
Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
TELOS CLO 2007-2, Ltd.
    
	
 
    	
as a Leader
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
Telos Asset Management, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jonathan Tepper
    
	
 
    	
 
    	
Name: 
    	
Jonathan Tepper
    
	
 
    	
 
    	
Title:
    	
Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Seneca Park CLO, Ltd.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: GSO / Blackstone Debt   Funds Management LLC as Collateral Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dan Smith
    
	
 
    	
 
    	
Name:
    	
Dan Smith
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
The Metropolitan Life   Insurance Company,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matthew J. Mclnerny
    
	
 
    	
 
    	
Name:
    	
Matthew J. Mclnerny
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
MetLife Insurance Company of   Connecticut,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matthew J. Mclnerny
    
	
 
    	
 
    	
Name:
    	
Matthew J. Mclnerny
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

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


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Venture   VI CDO   Limited
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: its   investment advisor, MJX Asset Management, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kenneth Ostmann
    
	
 
    	
 
    	
Name:
    	
Kenneth Ostmann
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Venture VII CDO   Limited
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: its   investment advisor, MJX Asset Management, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kenneth Ostmann
    
	
 
    	
 
    	
Name:
    	
Kenneth Ostmann
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Venture IX CDO,   Limited
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: its investment advisor, MJX Asset Management LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kenneth Ostmann
    
	
 
    	
 
    	
Name:
    	
Kenneth Ostmann
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Venture VIII CDO,   Limited
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: its investment advisor, MJX Asset Management, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kenneth Ostmann
    
	
 
    	
 
    	
Name:
    	
Kenneth Ostmann
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
VENTURE XV CLO,   Limited
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: its investment advisor   MJX Asset Management LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kenneth Ostmann
    
	
 
    	
 
    	
Name:
    	
Kenneth Ostmann
    
	
 
    	
 
    	
Title:
    	
Portfolio Manager
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
Pacific Western Bank, successor by merger to CapitalSource Bank,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Audrey Yen
    
	
 
    	
 
    	
Name:
    	
Audrey Yen
    
	
 
    	
 
    	
Title:
    	
Authorized Signatory
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
RAYMOND JAMES BANK, N.A,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Alexander L. Rody
    
	
 
    	
 
    	
Name:
    	
Alexander L. Rody
    
	
 
    	
 
    	
Title:
    	
Senior Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ACE American Insurance Company
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: T. Rowe Price Associates, Inc. as investment advisor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian Burns
    
	
 
    	
 
    	
Name:
    	
Brian Burns
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
T. Rowe Price Floating Rate Fund, Inc.
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian Burns
    
	
 
    	
 
    	
Name:
    	
Brian Burns
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
T. Rowe Price Floating Rate Multi-Sector Account   Portfolio
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian Burns
    
	
 
    	
 
    	
Name:
    	
Brian Burns
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
T. Rowe Price Institutional Floating Rate Fund
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian Burns
    
	
 
    	
 
    	
Name:
    	
Brian Burns
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
UBS AG, STAMFORD BRANCH,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lana Gifas
    
	
 
    	
 
    	
Name:
    	
Lana Gifas
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jennifer Anderson
    
	
 
    	
 
    	
Name:
    	
Jennifer Anderson
    
	
 
    	
 
    	
Title:
    	
Associate Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.

 

 

	
 
    	
ASF1 Loan Funding LLC
    
	
 
    	
 
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: Citibank, N.A.,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lauri Pool
    
	
 
    	
 
    	
Name:
    	
Lauri Pool
    
	
 
    	
 
    	
Title:
    	
Associate Director
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

IN WITNESS WHEREOF, the undersigned Fronting Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date and hereby irrevocably and unconditionally agrees to provide the Term Loan Increase in the amount of $35,000,000 on the Amendment No. 4 Effective Date.

 

 

	
 
    	
BARCLAYS BANK PLC
    
	
 
    	
as Fronting Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Vanessa A. Kurbatskiy
    
	
 
    	
 
    	
Name:
    	
Vanessa A. Kurbatskiy
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 











 

CONSENT OF SUBSIDIARY GRANTORS

 

By its signature below, each of the undersigned Guarantors and Grantors hereby consents to the foregoing Amendment No. 4 and confirms and reaffirms its guarantee of the Obligations and its grant of a security interest in its assets to secure the Obligations, in each case, pursuant to the Guarantee and Collateral Agreement, and each of the undersigned Guarantors and Grantors further acknowledges and agrees to be bound by the terms of Section 6 of the foregoing Amendment No. 4.

 

 

	
 
    	
PRESS GANEY ASSOCIATES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joe Greskoviak
    
	
 
    	
Name:
    	
Joe Greskoviak
    
	
 
    	
Title:
    	
President & Coo
    
	
 
    	
 
    
	
 
    	
PATIENTIMPACT LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joe Greskoviak
    
	
 
    	
Name:
    	
Joe Greskoviak
    
	
 
    	
Title:
    	
Vice President & Secretary
    
	
 
    	
 
    
	
 
    	
DATA ADVANTAGE, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joe Greskoviak
    
	
 
    	
Name:
    	
Joe Greskoviak
    
	
 
    	
Title:
    	
Vice President & Secretary
    
	
 
    	
 
    
	
 
    	
CENTER FOR PERFORMANCE SCIENCES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Devin Anderson
    
	
 
    	
Name:
    	
Devin Anderson
    
	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    
	
 
    	
MOREHEAD ASSOCIATES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joe Greskoviak
    
	
 
    	
Name:
    	
Joe Greskoviak
    
	
 
    	
Title:
    	
President
    


 

AMENDMENT NO. 4 — PRESS GANEY

 









 

EXHIBIT A

 

FORM OF SOLVENCY CERTIFICATE

 

Pursuant to Section 5(f) of Amendment No. 4 dated as of May 9, 2014 (the “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 Subsidiary Guarantors, each lender from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and the other Agents named therein, the undersigned hereby certifies that he is the duly elected and acting Treasurer and Chief Financial Officer of Holdings, and that as such he is authorized to execute and deliver, solely in his capacity as Treasurer and Chief Financial Officer of Holdings and not in his personal capacity, this Solvency Certificate on behalf of the Holdings. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

 

Holdings further certifies that on the Amendment No. 4 Effective Date, after giving effect to the initial extensions of credit to be made on the Amendment No. 4 Effective Date and the consummation of the transactions contemplated by the Amendment, the Loan Parties, on a consolidated basis, are Solvent.

 

IN WITNESS WHEREOF, the undersigned has caused this Solvency Certificate to be executed as of this                  day of [     ], 2014.

 

 

	
 
    	
PG HOLDCO, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
Treasurer and Chief Financial Officer
    


 











 

EXHIBIT B

 

[FORM OF CLOSING CERTIFICATE]

 

CLOSING CERTIFICATE

 

Pursuant to Section 5(g) of Amendment No. 4 dated as of May 9, 2014 (the “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 Subsidiary Guarantors, each lender from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and the other Agents named therein (capitalized terms used but not defined herein having the meanings provided in the Credit Agreement), the undersigned, [Insert name of officer], [Insert title of officer] of [Insert name of company] (the “Company”), hereby certifies on behalf of the Company as follows:

 

1.                                      [                       ] is the duly elected and qualified Secretary of the Company and the signature set forth for such officer below is such officer’s true and genuine signature.

 

2.                                      The representations and warranties in or pursuant to the Loan Documents are true and correct in all material respects, in each case on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties 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).

 

3.                                      No Default or Event of Default has occurred and is continuing as of the date hereof after giving effect to the extensions of credit to be made on the date hereof.

 

The undersigned Secretary of the Company hereby certifies as follows:

 

1.                                      Attached hereto as Annex 1 is a true and complete copy of a certificate of good standing or the equivalent from the Company’s jurisdiction of organization dated as of a recent date prior to the date hereof.

 

2.                                      Attached hereto as Annex 2 is a true and complete copy of resolutions/unanimous written consent duly adopted by the Board of Directors of the Company (or similar governing body) approving the Amendment and the Term Loan Increase, such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and

 











 

are now in full force and effect and are the only corporate (or similar) proceedings of the Company now in force relating to or affecting the matters referred to therein.

 

3.                                      Attached hereto as Annex 3 is a true and complete copy of the [operating agreement] [bylaws] of the Company as in effect on the date hereof.

 

4.                                      Attached hereto as Annex 4 is a true and complete copy of the [certificate of formation][certificate of incorporation][articles of incorporation] of the Company certified by the Secretary of State (or similar authority) of the jurisdiction of organization as in effect on the date hereof, and such [                ] has not been amended, repealed, modified or restated.

 

5.                                      The persons listed on Schedule I hereto are now duly elected and qualified officers of the Company holding the offices indicated next to their respective names on Schedule I hereto, and the signatures appearing opposite their respective names on Schedule I hereto are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Company each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Company pursuant to the Loan Documents to which it is a party.

 

6.                                      Simpson Thacher & Bartlett LLP may rely on this certificate in rendering its opinion.

 

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

 

	
 
    	
 
    
	
 
    	
Name:
    
	
 
    	
Title:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Name:
    
	
 
    	
Title: Secretary
    
	
 
    	
 
    
	
Date: [    ], 2014
    	
 
    


 











 

Schedule 1

to Closing Certificate

 

Incumbency of [Insert company name]

 

	
NAME
    	
 
    	
OFFICE
    	
 
    	
SIGNATURE
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    


 











 

Annex 1

to Closing Certificate

 

[Certificate of Good Standing]

 











 

Annex 2

to Closing Certificate

 

[Unanimous Written Consent/Board Resolutions]

 











 

Annex 3

to Closing Certificate

 

[Bylaws] [Operating Agreement]

 











 

Annex 4

to Closing Certificate

 

[Certificate of Formation] [Certificate of Incorporation] [Articles of Incorporation]