EX-10.12





 Exhibit 10.12 

SECOND AMENDMENT TO CREDIT AGREEMENT 

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of April 29, 2020 (this “Amendment”), to the Credit Agreement,
dated as of March 26, 2019 (as amended by that certain First Amendment to Credit Agreement dated as of February 10, 2020 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time
immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among
PANAMERA PURCHASER, INC., a Delaware corporation (“Holdings”), WU HOLDCO, INC., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (collectively, the “Lenders” and
each, individually, a “Lender”) and ANTARES CAPITAL LP (“Antares”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the
“Collateral Agent”), is entered into by and among the Borrower, Holdings, the Subsidiary Guarantors party hereto, the Administrative Agent, the Collateral Agent and the Lenders party hereto. 

W I T N E S S E T
H: 
 WHEREAS, the Borrower has requested to extend the date on which the annual audited financial statements of the Borrower
for the fiscal year ending December 31, 2019 are required to be delivered pursuant to Section 6.01(a) of the Credit Agreement; 

WHEREAS, Subject to and upon the terms and conditions set forth herein, the Lenders party hereto, constituting the Required Lenders, have
agreed to enter into this Agreement and amend the Credit Agreement as provided herein; and 
 NOW, THEREFORE,
in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows: 

SECTION 1. DEFINED TERMS; INTERPRETATION, ETC. 

Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Amendment is a
“Loan Document”, as defined in the Credit Agreement. 
 SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT. 

Subject to satisfaction (or waiver) of the conditions set forth in Section 3 hereof, on the Second Amendment
Effective Date, the Credit Agreement is hereby amended as follows: 
 (i) Section 6.01(a) of the Credit Agreement
is hereby amended by replacing the parenthetical “(or 145 days with respect to the fiscal year ending December 31, 2018)” with “(or (x) 145 days with respect to the fiscal year ending December 31, 2018 and (y) 150 days with
respect to the fiscal year ending December 31, 2019)” in the first sentence therein. 
 SECTION 3.
CONDITIONS PRECEDENT. 
 This Amendment shall become effective as of the date (the “Second Amendment Effective Date”)
on which each of the following conditions precedent shall have been satisfied (or duly waived by the Administrative Agent): 
  












 3.1 Certain Documents. The Administrative Agent shall have received a
counterpart of this Amendment, duly executed by each Loan Party, the Administrative Agent, the Collateral Agent and the Required Lenders. 

3.2 Representations and Warranties. Each of Holdings and the Borrower represents and warrants to Administrative Agent and
each Lender that, as of the date hereof after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing. 

SECTION 4. MISCELLANEOUS 

4.1 Reference to and Effect on the Loan Documents. 

(a) As of the Second Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended by this Amendment. 

(b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall
remain in full force and effect and are hereby ratified and confirmed. 
 (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, or constitute a waiver or amendment of any other provision
of the Credit Agreement or any Loan Document (as amended hereby) except as and to the extent expressly set forth herein. 
 4.2
Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the Second Amendment Effective Date, that its guarantee of the Obligations under the applicable Guaranty and its grant of
Liens on the Collateral to secure the Obligations pursuant to each Collateral Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Loan Parties under the Loan Documents (including
the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Neither the execution, delivery, performance or effectiveness of this Amendment nor the
modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment
of all Obligations, whether heretofore or hereafter incurred; or (ii) is intended to or will create a registerable Lien or requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.

 4.3 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agent of a facsimile copy of an executed signature page hereof
shall constitute receipt by the Administrative Agent of an executed counterpart of this Amendment. 
 4.4 Governing Law. THIS
AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT (OTHER THAN TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE HEREIN) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

  
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 4.5 Loan Document and Integration. This Amendment is a Loan Document, and
together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. 

4.6 Headings. Section headings contained in this Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purposes. 
 4.7 Waiver of Jury Trial. EACH PARTY TO THIS AMENDMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS
AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.7 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 [SIGNATURE PAGES FOLLOW] 

 

  
 3 













 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers and members thereunto duly authorized, as of the date indicated above. 
  

			
	WU HOLDCO, INC., as the Borrower
		
	By:	 	 /s/ Doug Richcreek

	Name: Doug Richcreek
	Title: Chief Financial Officer, Secretary and Treasurer
	
	PANAMERA PURCHASER, INC., as Holdings
		
	By:	 	 /s/ Doug Richcreek

	Name: Doug Richcreek
	Title: Chief Financial Officer, Secretary and Treasurer
	
	FIVE STAR CHEMICALS & SUPPLY, LLC,
	CC HOLDINGS, INC.,
	CC INTERMEDIATE HOLDINGS, INC.,
	GG BUYER, LLC,
	J.A. WRIGHT & CO.,
	URNEX ACQUISITION, LLC,
	URNEX HOLDINGS, LLC,
	URNEX BRANDS, LLC,
	WEIMAN PRODUCTS, LLC,
	MICRO-SCIENTIFIC, LLC,
	BI-O-KLEEN INDUSTRIES, INC., each as a Subsidiary Guarantor
		
	By:	 	 /s/ Doug Richcreek

	Name: Doug Richcreek
	Title: Chief Financial Officer, Secretary and Treasurer



  
 [Signature Page to Second
Amendment to Credit Agreement] 













 
			
	ANTARES CAPITAL LP, as the Administrative Agent and the Collateral Agent
		
	By:	 	 /s/ Jase Morris

	Name: Jase Morris
	Title: Duly Authorized Signatory
	
	ANTARES HOLDINGS LP, as a Lender
	By:	 	Antares Holdings GP Inc., its general partner
		
	By:	 	 /s/ Mark Jarosz

	Name: Mark Jarosz
	Title: Duly Authorized Signatory
	
	ANTARES COMPLETE FINANCING SOLUTION
	LLC, as a Lender
		
	By:	 	 /s/ Steven Rubinstein

	Name: Steven Rubinstein
	Title: Duly Authorized Signatory
	
	ABC COMPLETE FINANCING SOLUTION LLC, as a Lender
		
	By:	 	 /s/ Steven Rubinstein

	Name: Steven Rubinstein
	Title: Duly Authorized Signatory
	
	ANTARES ASSETCO LP, as a Lender
	By:	 	Antares Assetco GP LLC, its general partner
		
	By:	 	 /s/ Mark Jarosz

	Name: Mark Jarosz
	Title: Duly Authorized Signatory



  
 [Signature Page to Second
Amendment to Credit Agreement] 













 
			
	ANTARES UNITRANCHE FUNDING II LLC, as a Lender
	By: Antares Capital Advisers LLC, its attorney-in-fact
		
	By:	 	 /s/ Kathleen Wright

	Name: Kathleen Wright
	Title: Duly Authorized Signatory
	
	ANTARES UNITRANCHE MASTER FUND I LP, as a Lender
	By: Antares Capital Advisers LLC, its attorney-in-fact
		
	By:	 	 /s/ Kathleen Wright

	Name: Kathleen Wright
	Title: Duly Authorized Signatory



  
 [Signature Page to Second
Amendment to Credit Agreement] 













 
			
	EAF comPlan II – Private Debt, as a Lender
	By: Bain Capital Credit, LP, as Asset Manager
		
	By:	 	 /s/ Andrew S. Viens

	Name: Andrew S. Viens
	Title: Managing Director
	
	Blue Cross of California, as a Lender
	By: Bain Capital Credit, LP, as Investment Manager
		
	By:	 	 /s/ Andrew S. Viens

	Name: Andrew S. Viens
	Title: Managing Director
	
	Bain Capital Direct Lending 2015 (U), L.P., as a
	Lender	 	
	By: Bain Capital Direct Lending 2015 Investors (L), L.P., its general partner
	By: Bain Capital Credit Member, LLC, its general partner
		
	By:	 	 /s/ Andrew S. Viens

	Name: Andrew S. Viens
	Title: Managing Director
	
	Los Angeles County Employees Retirement Association, as a Lender
	By: Bain Capital Credit, LP, as Manager
		
	By:	 	 /s/ Andrew S. Viens

	Name: Andrew S. Viens
	Title: Managing Director
	
	BAIN CAPITAL SPECIALTY FINANCE, INC., as a Lender
	By: BCSF Advisors, LP, its Advisor
		
	By:	 	 /s/ Andrew S. Viens

	Name: Andrew S. Viens
	Title: Managing Director



  
 [Signature Page to Second
Amendment to Credit Agreement] 













 
			
	BCC CAMBRIDGE FINANCING SOLUTIONS (TL), LP, as a Lender
	By: Bain Capital Credit, LP, its Investment Manager
		
	By:	 	 /s/ Andrew S. Viens

	Name: Andrew S. Viens
	Title: Managing Director
	
	BCC CAMBRIDGE FINANCING SOLUTIONS (REVOLVERS), LP, as a Lender
	By: Bain Capital Credit, LP, its Investment Manager
		
	By:	 	 /s/ Andrew S. Viens

	Name: Andrew S. Viens
	Title: Managing Director



  
 [Signature Page to Second
Amendment to Credit Agreement] 













 
			
	GBDC 3 Funding LLC, as a Lender
	By: Golub Capital BDC 3, Inc., its sole member
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital Finance Funding LLC, as a Lender
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GCIC Funding LLC, as a Lender
	By: Golub Capital BDC, Inc., its sole member
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GC FINANCE OPERATIONS LLC, as a Lender
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GOLUB CAPITAL BDC FUNDING II LLC, as a Lender
	By: GC Advisors LLC, as agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director



  
 [Signature Page to Second
Amendment to Credit Agreement] 













 
			
	GOLUB CAPITAL BDC HOLDINGS LLC, as a Lender
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GBDC 3 HOLDINGS LLC, as a Lender
	By: Golub Capital BDC 3, Inc., its sole member
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GCIC HOLDINGS LLC, as a Lender
	By: Golub Capital Investment Corporation, its sole member
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GOLUB CAPITAL INVESTMENT CORPORATION, as a Lender
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director



  
 [Signature Page to Second
Amendment to Credit Agreement] 













 
			
	NPC I Holdings LP, as a Lender
	By: NPC I Holdings GP Ltd., its general partner
		
	By:	 	 /s/ Katherine Gurney

	Name: Katherine Gurney
	Title: General Counsel
	Signed at Toronto, Canada
		
	By:	 	 /s/ Gavin Foo

	Name: Gavin Foo
	Title: Managing Director
	Signed at Toronto, Canada
	
	NSPC-L Holdings LP, as a Lender
	By: NSPC-L Holdings GP Ltd., its general partner
		
	By:	 	 /s/ Katherine Gurney

	Name: Katherine Gurney
	Title: General Counsel
	Signed at Toronto, Canada
		
	By:	 	 /s/ Gavin Foo

	Name: Gavin Foo
	Title: Managing Director
	Signed at Toronto, Canada



  
 [Signature Page to Second
Amendment to Credit Agreement] 













 
			
	OWL ROCK CAPITAL CORPORATION, as a Lender
		
	By:	 	 /s/ Alexis Maged

	Name: Alexis Maged
	Title: Authorized Signatory
	
	OWL ROCK CAPITAL CORPORATION II, as a Lender
		
	By:	 	 /s/ Alexis Maged

	Name: Alexis Maged
	Title: Authorized Signatory
	
	ORCC II FINANCING LLC, as a Lender
		
	By:	 	 /s/ Alexis Maged

	Name: Alexis Maged
	Title: Authorized Signatory
	
	OWL ROCK CLO II, LTD., as a Lender
	By: Owl Rock Capital Advisors LLC, its Collateral Manager
		
	By:	 	 /s/ Alexis Maged

	Name: Alexis Maged
	Title: Authorized Signatory
	
	OWL ROCK CLO III, LTD., as a Lender
		
	By:	 	 /s/ Alexis Maged

	Name: Alexis Maged
	Title: Authorized Signatory



  
 [Signature Page to Second
Amendment to Credit Agreement]