Exhibit 10.1


 


Execution
Version


 


 






 


AMENDMENT NO. 7 TO FIRST LIEN CREDIT
AGREEMENT


 


dated as of


 


January 25, 2021,


 


among


 


FOCUS FINANCIAL PARTNERS, LLC,


as the Borrower,


 


THE LENDERS PARTY HERETO,


 


and


 


ROYAL BANK OF CANADA,

as Term Administrative Agent and Collateral Agent


 





 



 


RBC CAPITAL MARKETS,*


SPC
FINANCING COMPANY LLC,


KKR
CAPITAL MARKETS LLC,


BMO
CAPITAL MARKETS CORP.,


TRUIST
SECURITIES, INC.,


CAPITAL
ONE, NATIONAL ASSOCIATION,


FIFTH
THIRD SECURITIES, INC.,


GOLDMAN
SACHS BANK USA,


MUFG BANK, LTD.,


REGIONS CAPITAL MARKETS, A DIVISION
OF REGIONS BANK,


BOFA
SECURITIES, INC.


 


and


 


CITIZENS BANK, N.A.,


as
Lead Arrangers and Bookrunners


 





 



 





 






* 
RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.


 






     


     


    

 


AMENDMENT NO. 7 TO FIRST LIEN CREDIT
AGREEMENT


 


This AMENDMENT NO. 7
TO FIRST LIEN CREDIT AGREEMENT, dated as of January 25, 2021 (this “Amendment”), among FOCUS FINANCIAL
PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), ROYAL BANK OF CANADA, as term administrative
agent and collateral agent (in such capacities, the “Term Administrative Agent”) under the Credit Agreement
referred to below and each new term loan lender party hereto (collectively, the “New Term Loan Lenders”).


 


RECITALS:


 


WHEREAS, reference
is made to the First Lien Credit Agreement, dated as of July 3, 2017 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, prior to the date hereof, the “Existing Credit Agreement” and as may
be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Amendment,
the “Credit Agreement”), among the Borrower, the lenders or other financial institutions or entities from time
to time party thereto and the Term Administrative Agent (capitalized terms used but not defined herein having the meaning provided
in the Credit Agreement);


 


WHEREAS, the Borrower
has requested New Term Loan Commitments in an aggregate principal amount of $500,000,000.00 (the “Amendment No. 7
Incremental Term Commitments”), which will be available on the Amendment No. 7 Effective Date, and which shall constitute
New Term Loan Commitments under the Credit Agreement and the loans thereunder (the “Amendment No. 7 Incremental Term
Loans”), New Term Loans under the Credit Agreement, the proceeds of which Amendment No. 7 Incremental Term Loans
shall be used by the Borrower to repay outstanding Revolving Credit Loans and for other general corporate purposes;


 


WHEREAS, each
New Term Loan Lender party hereto is willing to make Amendment No. 7 Incremental Term Loans in an amount equal to such New
Term Loan Lender’s Amendment No. 7 Incremental Term Commitment, as set forth opposite such New Term Loan Lender’s
name on Schedule 1.1(c)  hereto; and


 


WHEREAS, this
Amendment shall constitute a Joinder Agreement giving effect to New Term Loan Commitments and New Term Loans, pursuant to and as
set forth in Section 2.14(a) of the Credit Agreement.


 


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


 


		1.	Existing Credit Agreement Amendments. Effective as of the Amendment No. 7 Effective
Date, the Existing Credit Agreement is hereby amended as follows:



 


(a)            Schedule
1.1(c) of the Existing Credit Agreement is amended by adding thereto the Amendment No. 7 Incremental Term Commitments
of the New Term Loan Lenders party hereto, as set forth on Schedule 1.1(c) hereto.


 






     


     


    

 


(b)            Section 1.1
of the Existing Credit Agreement is hereby amended by adding the following new defined terms thereto in their correct alphabetical
order:


 


“Amendment
No. 7” means Amendment No. 7 to this Agreement, dated as of January 25, 2021 among the Borrower,
the Term Administrative Agent, the Collateral Agent and the lenders party thereto.


 


“Amendment
No. 7 Effective Date” has the meaning assigned to such term in Amendment No. 7.


 


“Amendment
No. 7 Incremental Term Loans” has the meaning assigned to such term in Amendment No. 7.


 


(c)            Section 1.1
of the Existing Credit Agreement is hereby amended by replacing the definition of “Tranche B-3 Term Loans” contained
therein with the following:


 


“Tranche B-3 Term Loans”
means (a) prior to the Amendment No. 7 Effective Date, the Tranche B-3 Term Loans made to the Borrower on the Amendment
No. 6 Effective Date and (b) from and after the Amendment No. 7 Effective Date, collectively, (i) the Tranche
B-3 Term Loans referred to in the foregoing clause (a) and (ii) the Amendment No. 7 Incremental Term Loans.


 


(d)            Section 2.1
of the Existing Credit Agreement is hereby amended by adding the following new clause (k) at the end thereof:


 


“Upon the funding of the
Amendment No. 7 Incremental Term Loans on the Amendment No. 7 Effective Date, the Amendment No. 7 Incremental Term
Loans shall automatically and without further action by any Person constitute additional Tranche B-3 Term Loans (and shall have
the same terms as the Tranche B-3 Term Loans (as modified by Amendment No. 7)) for all purposes of this Agreement and the
other Credit Documents.”


 


(e)            Section 2.5(b) of
the Existing Credit Agreement is hereby amended by replacing the reference to “$2,891,338” contained therein with a
reference to “$4,173,389”.


 


(f)             Section 5.1(b) of
the Existing Credit Agreement is hereby amended by replacing the reference to “Amendment No. 6 Effective Date”
contained therein with a reference to “Amendment No. 7 Effective Date”.


 


(g)            The
Amendment No. 7 Incremental Term Commitments provided for hereunder shall terminate on the Amendment No. 7 Effective
Date immediately upon the borrowing of the Amendment No. 7 Incremental Term Loans pursuant to Section 2 below.


 


		2.	New Term Loan Lenders. Each New Term Loan Lender party hereto hereby acknowledges
and agrees that it has an Amendment No. 7 Incremental Term Commitment in the amount set forth opposite such New Term Loan
Lender’s name on Schedule 1.1(c) to this Amendment and agrees to severally make to the Borrower Amendment No. 7
Incremental Term Loans on the Amendment No. 7 Effective Date, in Dollars, in an aggregate amount equal to such New Term Loan
Lender’s Amendment No. 7 Incremental Term Commitment hereunder. From and after the Amendment No. 7 Effective Date,
(a) each New Term Loan Lender party hereto shall be a Term Loan Lender for all purposes under the Credit Agreement and the
other Credit Documents and (b) the Amendment No. 7 Incremental Term Commitment of each New Term Loan Lender party hereto
shall be a Term Loan Commitment for all purposes under the Credit Agreement and the other Credit Documents.



 






     


     


    

 


		3.	Conditions to Effectiveness. This Amendment shall become effective on the first date
(the “Amendment No. 7 Effective Date”) on which each of the applicable conditions set forth below have
been satisfied (or waived) in accordance with the terms hereof; and the obligations of the New Term Loan Lenders party hereto to
make Amendment No. 7 Incremental Term Loans, are subject to each of the applicable conditions set forth below having been
satisfied (or waived) in accordance with the terms hereof:



 


(a)           this
Amendment shall have been executed and delivered by the Borrower, the Term Administrative Agent and New Term Loan Lenders representing
100% of the Amendment No. 7 Incremental Term Commitments;


 


(b)           the
Term Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 7 Effective Date
and executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof (i) (A) certifying
and attaching the resolutions or similar consents adopted by the Borrower approving or consenting to this Amendment and the Amendment
No. 7 Incremental Term Loans, (B) certifying that the certificate of formation and operating agreement of the Borrower
have not been amended since the Amendment No. 6 Effective Date, and (C) certifying as to the incumbency and specimen
signature of each officer executing this Amendment and any related documents on behalf of the Borrower and (ii) certifying
as to the matters set forth in clauses (d), (e) and (g) below;


 


(c)           the
Term Administrative Agent shall have received a Notice of Borrowing as required pursuant to Section 7.2(a) of the Credit
Agreement;


 


(d)           the
representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects on and as
of the Amendment No. 7 Effective Date; provided that, (A) in the case of any such representation and warranty
which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects
as of the respective date or for the respective period, as the case may be and (B) if any such representation and warranty
is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or
qualification such representation and warranty shall be true and correct in all respects;


 


(e)           no
Default or Event of Default shall exist on the Amendment No. 7 Effective Date before or after giving effect to the effectiveness
of this Amendment and the incurrence of the Amendment No. 7 Incremental Term Loans;


 


(f)            the
Term Administrative Agent shall have received all fees and other amounts previously agreed to in writing by the Lead Arrangers
and the Borrower to be due on or prior to the Amendment No. 7 Effective Date, including, to the extent invoiced at least three
Business Days prior to the Amendment No. 7 Effective Date (or such later date as is reasonably agreed by the Borrower), the
reasonable and documented out-of-pocket legal fees and expenses and the reasonable and documented out-of-pocket fees and expenses
of any other advisors in accordance with the terms of the Credit Agreement;


 






     


     


    

 


(g)           the
Amendment No. 7 Incremental Term Commitments shall not exceed the Maximum Incremental Facilities Amount; and


 


(h)           the
Term Administrative Agent shall have received a certificate dated as of the Amendment No. 7 Effective Date from the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager,
or any other senior financial officer of the Borrower to the effect that after giving effect to this Amendment, the Borrower is
Solvent.


 


		4.	Representations and Warranties. On the Amendment No. 7 Effective Date, the Borrower,
on behalf of itself and each other Credit Party (as applicable), hereby represents and warrants that:



 


		(a)	The Borrower has the corporate or other organizational power and authority to execute, deliver
and carry out the terms and provisions under this Amendment and has taken all necessary corporate or other organizational action
to authorize the execution, delivery and performance of this Amendment. The Borrower has duly executed and delivered this Amendment
and this Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights
generally and subject to general principles of equity;



 


		(b)	neither the execution, delivery or performance by the Borrower of this Amendment nor compliance
with the terms and provisions hereof nor the consummation of the other transactions contemplated hereby will (a) contravene
any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental
instrumentality other than as would not reasonably be expected to result in a Material Adverse Effect, (b) result in any breach
of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition
of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party or any of the Restricted
Subsidiaries (other than Liens created under the Credit Documents or Permitted Liens) pursuant to, the terms of any material indenture,
loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which any Credit Party or any
of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound other than any such breach,
default or Lien that would not reasonably be expected to result in a Material Adverse Effect or (c) violate any provision
of the certificate of incorporation, by-laws, articles or other organizational documents of the Borrower or any of the Restricted
Subsidiaries;



 


		(c)	the execution, delivery and performance of this Amendment does not require any consent or approval
of, registration or filing with, or other action by, any Governmental Authority, except for (i) such as have been obtained
or made and are in full force and effect and (ii) such licenses, approvals, authorizations, registrations, filings or consents
the failure of which to obtain or make would not reasonably be expected to result in a Material Adverse Effect; and



 






     


     


    

 


		(d)	both immediately before and after giving effect to the Amendment No. 7 Effective Date and
the incurrence of the Amendment No. 7 Incremental Term Loans, (i) the representations and warranties of the Credit Parties
set forth in the Credit Agreement and the other Credit Documents shall be true and correct in all material respects (or, in the
case of any such representation and warranty that is qualified by “material”, “material adverse effect”
or a similar term, in all respects), in each case, on and as of the Amendment No. 7 Effective Date with the same effect as
though such representations and warranties had been made on and as of the Amendment No. 7 Effective Date, except to the extent
that 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 (or, in the case of any such representation and warranty that is qualified by “material”,
 “material adverse effect” or a similar term, in all respects) as of such earlier date and (ii) no Default or Event
of Default shall have occurred and be continuing on the Amendment No. 7 Effective Date or would result from the consummation
of this Amendment and the transactions contemplated hereby.



 


		5.	Reaffirmation of the Credit Parties; Reference to and Effect on the Credit Agreement and
the other Credit Documents.



 


		(a)	The Borrower, on behalf of itself and each other Credit Party, hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, each Credit Document to which any Credit Party is a party is, and the obligations
of such Credit Party contained in the Credit Agreement, this Amendment or in any other Credit Document to which it is a party are,
and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended
by this Amendment. For greater certainty and without limiting the foregoing, the Borrower, on behalf of itself and each other Credit
Party, hereby confirms that the existing security interests and/or guarantees granted by any Credit Party in favor of the Secured
Parties pursuant to the Credit Documents in the Collateral described therein shall continue to secure the obligations of the Credit
Parties under the Credit Agreement and the other Credit Documents as and to the extent provided in the Credit Documents. Except
as specifically amended by this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force.



 


		(b)	Except to the extent expressly set forth in this Amendment, the execution, delivery and performance
of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any
Agent or Lender under, the Credit Agreement or any of the other Credit Documents.



 


		(c)	On and after the Amendment No. 7 Effective Date, each reference in the Credit Agreement to
 “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring
to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”,
 “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement
as amended by this Amendment.



 


		6.	Notice. For purposes of the Credit Agreement, the initial notice address of each
New Term Loan Lender shall be as separately identified to the Term Administrative Agent.



 


		7.	Tax Forms. For each New Term Loan Lender, delivered herewith to the Term Administrative
Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such
New Term Loan Lender may be required to deliver to the Term Administrative Agent pursuant to Section 5.2(e) of the Credit
Agreement.



 






     


     


    

 


		8.	Recordation of the New Loans. Upon execution and delivery hereof, the Term Administrative
Agent will record the Amendment No. 7 Incremental Term Loans made by each New Term Loan Lender in the Register.



 


		9.	Amendment, Modification and Waiver. This Amendment may not be amended, modified or
waived except as permitted by Section 13.1 of the Credit Agreement.



 


		10.	Integration. This Amendment, the other Credit Documents and the agreements regarding
certain fees referred to herein represent the agreement of the Borrower, the Collateral Agent, the Administrative Agents and the
Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the
Borrower, the Administrative Agents, the Collateral Agent nor any Lender relative to subject matter hereof not expressly set forth
or referred to herein, in the Credit Agreement or in the other Credit Documents. Nothing in this Amendment or in the other Credit
Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies,
obligations or liabilities under or by reason of this Amendment or the other Credit Documents. This Amendment shall not constitute
a novation of any amount owing under the Credit Agreement and all amounts owing in respect of principal, interest, fees and other
amounts pursuant to the Credit Agreement and the other Credit Documents shall, to the extent not paid on or prior to the Amendment
No. 7 Effective Date, continue to be owing under the Credit Agreement or such other Credit Documents until paid in accordance
therewith.



 


		11.	APPLICABLE LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK. Each party hereto irrevocably and unconditionally: (a) submits for itself and its property in any
legal action or proceeding relating to this Amendment to the exclusive general jurisdiction of the courts of the State of New York
or the courts of the United States for the Southern District of New York, in each case sitting in New York City in the Borough
of Manhattan, and appellate courts from any thereof; (b) consents that any such action or proceeding shall be brought in such
courts and waives (to the extent permitted by applicable law) any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same or to commence or support any such action or proceeding in any other courts; (c) agrees that service
of process in any such action or proceeding shall be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2 of the Credit Agreement
or at such other address of which the applicable Administrative Agent shall have been notified pursuant to Section 13.2 of
the Credit Agreement; (d) agrees that nothing herein shall affect the right of the Administrative Agents, any Lender or another
Secured Party to effect service of process in any other manner permitted by law or to commence legal proceedings or otherwise proceed
against the Borrower or any other Credit Party in any other jurisdiction; and (e) waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 12 any special,
exemplary, punitive or consequential damages; provided that nothing in this clause (e) shall limit the Credit Parties’
indemnification obligations set forth in Section 13.5 of the Credit Agreement.



 






     


     


    

 


		12.	Severability. Any provision of this Amendment that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.



 


		13.	Counterparts; Electronic Execution. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic transmission),
and all of said counterparts taken together shall be deemed to constitute an original and one and the same instrument. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile or by email as a “.pdf” or “.tiff”
attachment shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,”
 “execute”, “signed,” “signature,” and words of like import in or related to any document to
be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures,
the electronic matching of assignment terms and contract formations on electronic platforms approved by the Term Administrative
Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.



 


		14.	WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES (TO
THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY
COUNTERCLAIM THEREIN.



 


		15.	Credit Document. On and after the Amendment No. 7 Effective Date, this Amendment
shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.



 


[Remainder of Page Intentionally
Blank]


 






     


     


    

 


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


 


	 	FOCUS FINANCIAL PARTNERS, LLC
	 	 
	 	By:	/s/ James Shanahan
	 	Name:	James Shanahan
	 	Title:	Chief Financial Officer




 


Signature
Page to Amendment No. 7 to First Lien Credit Agreement


 






     


     


    

 





	 	ROYAL BANK OF CANADA, as Term
	 	Administrative Agent and Collateral Agent
	 	 
	 	By:	/s/ Yvonne Brazier
	 	 	Name:	Yvonne Brazier
	 	 	Title:	Manager, Agency Services




 


Signature
Page to Amendment No. 7 to First Lien Credit Agreement


 






     


     


    

 


	 	ROYAL BANK OF CANADA, as New Term Loan Lender
	 	 
	 	By:	/s/ Charles D. Smith
	 	 	Name:	Charles D. Smith
	 	 	Title:	Managing Director, Head of Leveraged Finance



 


Signature
Page to Amendment No. 7 to First Lien Credit Agreement


 






     


     


    

 


Schedule 1.1(c)


 


Incremental Term Commitments


 


	Lender	Amendment
    No. 7 Incremental Term Commitment
	Royal Bank of Canada	$500,000,000