executedamendmentno8tocr






                                                                     EXECUTION VERSION                                                                                                                AMENDMENT NO. 8 TO CREDIT AGREEMENT                          (INCLUDING INCREMENTAL INCREASE)                                                      This  AMENDMENT  NO.  8  TO  CREDIT  AGREEMENT  (INCLUDING  INCREMENTAL  INCREASE) (this “Amendment”), dated as of November 27, 2018, is entered into by and among EBIX,  INC.,  a  Delaware  corporation  (the  “Borrower”),  certain  subsidiaries  of  the  Borrower  party  hereto  as  guarantors (the “Guarantors” and collectively with the Borrower, the “Credit Parties”) under the Credit  Agreement  (defined  below),  each  Lender  under  the  Credit  Agreement  that  is  a  party  hereto  (including  each  Increasing  Lender  (defined  below))  and  REGIONS  BANK,  as  administrative  agent  (in  such  capacity, the “Administrative Agent”) and collateral agent.                                         RECITALS         WHEREAS,  the  Borrower,  the  Administrative  Agent  and  certain  banks  and other  financial  institutions (the “Lenders”) are parties to that certain Credit Agreement, dated as of August 5, 2014 (as  amended hereby, as amended by that certain Amendment No. 1 to Credit Agreement and Waiver dated as  of February 3, 2015, as further amended by that certain Amendment No. 2 to Credit Agreement dated as  of June 17, 2016, as further amended by that certain Amendment No. 3 to Credit Agreement and Waiver  dated as of October 19, 2017, as further amended by that certain Amendment No. 4 to Credit Agreement  and Waiver dated as of November 3, 2017, as further amended by that certain Amendment No. 5 to Credit  Agreement  (Incremental  Increase)  dated  as  of  November  3,  2017, as  further  amended  by  that  certain  Amendment No. 6 to Credit Agreement dated as of February 21, 2018, as further amended by that certain  Amendment  No.  7  to  Credit  Agreement  dated  as  of  April  9,  2018, and  as  further  amended,  restated,  extended, supplemented or otherwise modified from time to time, the “Credit Agreement” and the Credit  Agreement  prior  to  giving  effect  to  this  Amendment  being  referred  to  as  the  “Existing  Credit  Agreement”),  pursuant  to  which  the  Lenders  have  extended  a  revolving  credit  facility  and  term  loan  facility to the Borrower;           WHEREAS, the Borrower has informed the Administrative Agent and the Increasing Lenders  (as defined below) that it desires to (a) increase the Term Loan A Commitment and the Term Loan A  (each as defined in the Existing Credit Agreement) by the aggregate principal amount of $51,250,000 (the  “Term  A  Loan  Increase”)  and  (b)  increase  the  Aggregate  Revolving  Commitments  (as  defined  in  the  Existing Credit Agreement) by the aggregate principal amount of $50,000,000 (the “Revolver Increase”  and together with the Term  A Loan Increase, the “Increase”), in each case in accordance  with, and as  provided in, Section 2.1(d) of the Existing Credit Agreement;         WHEREAS, each financial institution providing any portion of the Increase (each an “Increasing  Lender”) is willing to provide the Increase as provided in, and on the terms and conditions contained in,  this Amendment;          WHEREAS, the Borrower has also requested that the Existing Credit Agreement be amended (a)  to effectuate the Increase in a manner permitted by, and consistent with, Sections 2.1(d) and 2.1(e) of the  Existing Credit Agreement and (b) as otherwise set forth below in a manner permitted by, and consistent  with, Section 11.4 of the Existing Credit Agreement;                NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby  acknowledged, the parties hereto hereby agree as follows:          1.    Defined  Terms.   Unless  otherwise  defined  herein,  capitalized  terms  used  herein  shall  have the meanings, if any, assigned to such terms in the Existing Credit Agreement.      100896230_3  





 






         2.     Increase and Amendments.                (a)    Increase.                     i. Upon the Eighth Amendment Effective Date (defined below) (i) the Term Loan                 Increase in the aggregate amount of $51,250,000 shall be provided by the applicable                 Increasing  Lenders  in  the  amounts  set  forth  on  Annex  I  to  this Amendment,  (ii)  the                 Term  Loan  Increase  will  be  advanced  by  such  applicable  Increasing  Lenders  on  the                 Eighth Amendment Effective Date, (iii) the Term Loan A Commitments, Term Loan A                 amounts  and  Term  Loan  A  Commitment  Percentage  of  each  Lender  holding  any                 portion  of  the  Term  Loan  A  (after  giving  effect  to  the  Term  Loan  Increase)  will  be                 updated on the Eight Amendment Effective Date by the Administrative Agent to reflect                 the Term Loan Increase, (iv) the quarterly amortization amounts of the Term Loan A                 pursuant to Section 2.6(c) of the Existing Credit Agreement (commencing with the first                 payment  due  after  the  Eighth  Amendment  Effective  Date)  shall  be  adjusted  and                 amended by the Administrative Agent to give effect to the Term Loan Increase and this                 Amendment and shall be in amounts set forth on Annex II to this Amendment, and (v)                 the  Existing  Credit  Agreement  will  be  deemed  amended  to  effectuate  the  foregoing                 clauses (i) through (iv) in accordance with Sections 2.1(d) and 2.1(e) of the Existing                 Credit  Agreement.   In  connection  with  the  Term  Loan  Increase,  the  Administrative                 Agent may make such adjustments between and among the applicable Lenders and the                 Borrower as are reasonably necessary to effectuate the Term Loan Increase (including                 reallocations  of  the  Term  Loan  A  outstandings  of  the  applicable  Lenders  among                 Interest Periods), and in connection therewith, the Borrower shall pay any additional                 amounts required pursuant to Section 3.1(c) of the Credit Agreement (including as if                 any reallocations constituted prepayments and reborrowings).                    ii. Upon  the  Eighth  Amendment  Effective  Date  (i)  the  Revolver  Increase  in  the                 aggregate  amount  of  $50,000,000  shall  be  provided  by  the  applicable  Increasing                 Lenders  in  the  amounts  set  forth  on  Annex  I  to  this  Amendment, (ii)  the  Revolving                 Commitments of each Lender holding any Revolving Commitment (after giving effect                 to the Revolver Increase) will be updated on the Eight Amendment Effective Date by                 the Administrative Agent to reflect the Revolver Increase and (iii) the Existing Credit                 Agreement will be deemed amended to effectuate the foregoing clauses (i) and (ii) in                 accordance with Sections 2.1(d) and 2.1(e) of the Existing Credit Agreement.                     iii. In connection with the Revolver Increase, the Administrative Agent may make                 such adjustments between and among the applicable Lenders and the Borrower as are                 reasonably necessary to effectuate the Revolver Increase and the outstanding Revolving                 Loans (including deemed assignments and/or deemed repayments and reborrowings of                 Revolving  Loans)  so  that  after  giving  effect  thereto  the  Revolving  Loans  and  other                 outstandings  under  the  revolving  credit  facility  shall  be  held pro  rata  among  the                 applicable  Lenders  in  accordance  with  their  revised  Revolving  Commitments  and                 revised  Revolving  Commitment  Percentages,  and  in  connection  therewith,  the                 Borrower shall pay any additional amounts required pursuant to Section 3.1(c) of the                 Credit  Agreement  (including  as  if  any  reallocations  constituted prepayments and                 reborrowings).   Each  of  the  applicable  Lenders  with  Revolving  Commitments  after                 giving  effect  to  the  Revolver  Increase  and  any  such  reallocations  of  outstanding                 Revolving Loans shall make cash settlement, through the Administrative Agent, as the                 Administrative Agent may direct to effectuate such reallocations.                                               2  100896230_3  





 






                (b)    Other  Amendments.   The  Existing  Credit  Agreement  is  further  amended  as        follows:                    i. the definition of “Consolidated Net Funded Indebtedness” set forth in Section 1.1               thereof is amended by replacing such definition in its entirety with the following:                        “  ‘Consolidated  Net  Funded  Indebtedness’  means,  at  any  date,  (a)                  Consolidated  Funded  Indebtedness at  such  date  minus  (b)  100%  of the                  unencumbered and unrestricted cash in excess of $5,000,000 of the Borrower                  and its Subsidiaries held in the United States or Canada minus (c) 80% of all                  other  unencumbered  and  unrestricted  cash  of  the  Borrower  and  its                  Subsidiaries, provided that the aggregate amount of cash deducted pursuant                  to  this  clause  (c)  on  any  date  of  measurement  shall  not  exceed                  $100,000,000.”                    ii. the  following  new  definitions  are  added  to  Section  1.1  thereof in  their  proper               alphabetical order:                        “  ‘Beneficial  Ownership  Certification’  means  a  certification  regarding                  beneficial ownership required by the Beneficial Ownership Regulation.                       ‘Beneficial Ownership Regulation’ means 31 C.F.R. § 1010.230.”                   iii. The last sentence of Section 11.20 thereof is amended by replacing such sentence               in its entirety with “The Credit Parties shall, promptly following a request by any Agent               or any Lender, provide all documentation and other information that such Agent or such               Lender requests in order to comply with its ongoing obligations under applicable “know               your customer” and anti-money laundering rules and regulations, including the Act and               the Beneficial Ownership Regulation.”                (c)    General.  Each party hereto agrees that (i) the Increase and related amendments        provided by this Amendment shall be effective upon the Eighth Amendment Effective Date, (ii)        the  conditions  to  effectiveness  of  the  Increase  and  the  related  amendments  provided  by  this        Amendment are limited to the conditions set forth in Section 4 of this Amendment and (iii) the        aggregate principal amount of the Increase constitutes an incurrence of an increase to the Term        Loan  A  and  to  the  Aggregate  Revolving  Commitments  under  Section 2.1(d) of the Existing        Credit  Agreement  (and  constitutes  usage  of  a  portion  of  the  $150,000,000  limit  set  forth  in        Section  2.1(d)(i)  of  the  Existing  Credit  Agreement,  with  the  same  pricing,  amortization  and        maturity  as  (as  well  as  all  other  terms  and  conditions  applicable to) the Term Loan A or the        Aggregate Revolving Commitments, as applicable, prior to giving effect to the Increase and this        Amendment.         3.     Representations and Warranties.  The Borrower and each of the other Credit Parties, by  its  execution  of  this  Amendment,  hereby  represents  and  warrants  to  the  Administrative  Agent  and  the  Lenders as follows:                (a)    both  the  Increase  and  the  execution,  delivery  and  performance  by  each  Credit  Party of this Amendment have been duly authorized by all necessary corporate or other organizational  action and do not and will not (i) violate in any material respect the terms of any of the Credit Parties’  Organizational Documents; (ii) except as could not reasonably be expected to have a Material Adverse  Effect, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default                                              3  100896230_3  





 






   under any other Contractual Obligations of any Credit Party, (iii) result in or require the creation of any  Lien upon any of the properties or assets of any Credit Party (other than Liens created under any of the  Credit Documents in favor of the Collateral Agent for the benefit of the holders of the Obligations), or  (iv) require any approval of stockholders, members or partners or any approval or consent of any Person  under any material Contractual Obligation of any Credit Party;                (b)    this Amendment has been duly executed and delivered by each Credit Party, and  constitutes  a  legal,  valid  and  binding  obligation  of  each  Credit  Party,  enforceable  against  such  Credit  Party  in  accordance  with  its  terms,  except  as  may  be  limited  by  Debtor  Relief  Laws  or  by  equitable  principles relating to enforceability;                (c)    the representations and warranties of each Credit Party contained in Section 6 of  the Credit Agreement and in each other Credit Document are true and correct in all material respects on  and  as  of  the  Eighth  Amendment  Effective  Date,  except  to  the  extent  that  such  representations  and  warranties specifically relate to an earlier date, in which case they shall be true and correct in all material  respects as of such earlier date, and except that for purposes of this clause (c), the representations and  warranties contained in Sections 6.7(a) and (b) of the Credit Agreement shall be deemed to refer to the  most  recent  statements  furnished  pursuant  to  Sections  7.1(b)  and  (a)  of  the  Credit  Agreement,  respectively;                 (d)    with  respect  to  the  Increase,  after  the  effectiveness  of  this  Amendment  on  the  Eighth  Amendment  Effective  Date,  the  borrowing  of  the  aggregate  principal  amount  of  the  Increase  (assuming  the  full  amount  of  the  Revolver  Increase  is  borrowed as  Revolving  Loans  on  the  Eighth  Amendment Effective Date), and the other transactions in connection herewith and therewith to occur on  or prior to the Eighth Amendment Effective Date, no Default has occurred and is continuing; and                (e)    as  of  the  Eighth  Amendment  Effective  Date,  the  information  included  in  the  Beneficial  Ownership  Certification  is  true  and  correct  in  all  respects  to  the  best  of  such  Person’s  knowledge making such certification.          4.    Effectiveness;  Conditions  Precedent.   The  effectiveness  of  this Amendment and the  related amendments to the Credit Agreement herein provided, and the making of the Increase, are each  subject to the satisfaction of the following conditions precedent (the date of such satisfaction, the “Eighth  Amendment Effective Date”):                (a)    the Increasing Lenders and the Administrative Agent shall have received each of  the  following  documents  or  instruments  in  form  and  substance  reasonably  acceptable  to  the  Administrative Agent:                          (i)  counterparts of this Amendment, duly executed by each Credit Party, the         Administrative Agent, the Increasing Lenders and the Required Lenders;                         (ii) to  the  extent  requested,  each  Increasing  Lender  shall  have  received  a        Term Loan A Note and/or a Revolving Loan Note, as applicable, executed by the Borrower in        favor of such Increasing Lender; provided that any failure to request such a Term Loan A Note or        Revolving Loan Note in connection with the Eighth Amendment Effective Date shall not limit the        ability  of  any  Increasing  Lender  to  request  a  Note  from  time  to  time  pursuant  to  the  Credit        Agreement;                        (iii) (A)  copies  of  the  Organizational  Documents,  certified  (to  the  extent        applicable) as of a recent date by the appropriate Governmental Authority (or certification that                                              4  100896230_3  





 






         such Organizational Documents have not been altered, amended, revoked or otherwise modified        since  the  last  delivery  thereof to  the  Administrative  Agent  and  the  Lenders),  (B)  copies  of        resolutions  approving  the  Increase,  the  amendments  provided herein  and  the  other  transactions        contemplated  in  connection  with  the  Increase,  this  Amendment,  the  Credit  Agreement  and  the        related  financing  and  authorizing  execution, delivery  and  performance  of  this  Amendment  and        the Increase, (C) copies of certificates of good standing, existence or the like of a recent date from         the appropriate Governmental Authority of its jurisdiction of formation or organization and (D)         incumbency  certificates,  in  each  case,  for  each  of  the  Credit  Parties  and  certified  by  an         Authorized  Officer  of  the  Borrower  in  form  and  substance  reasonably  satisfactory  to  the         Administrative Agent; and                         (iv) one or more certificates from an Authorized Officer of the Borrower (in         the case of (F) below, from the Corporate Vice President - Finance & Human Resources of the         Borrower),  in  form  and  substance  reasonably  satisfactory  to  the  Administrative  Agent,         confirming,  among  other  things, (A)  all  consents,  approvals,  authorizations,  registrations,  or         filings required to be made or obtained by the Borrower and the other Credit Parties, if any, in         connection  with  the  Increase,  this  Amendment  and  the  other  Credit  Documents  and  the         transactions contemplated herein and therein have been obtained and are in full force and effect         (and attaching copies of any such items), (B) no investigation or inquiry by any Governmental         Authority  regarding  the  Increase,  this  Amendment  and  the  other Credit  Documents  and  the         transactions  contemplated  herein  and  therein  is  ongoing,  (C)  the  absence  of  any  action,  suit,         investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court         or before any arbitrator or Governmental Authority that could reasonably be expected to have a         Material Adverse Effect, (D) since December 31, 2017, there has been no event or circumstance         which has had or could be reasonably expected to have a Material Adverse Effect, (E) the audited         financial statements for the Fiscal Year ended December 31, 2017 were prepared in accordance         with  GAAP  consistently  applied,  except  as  noted  therein,  and  fairly  present  in  all  material         respects the financial condition and results from operations of the Borrower and its Subsidiaries,         (F) the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, are Solvent after         giving effect to the Increase, the amendments to the Existing Credit Agreement set forth herein         and  the  other  transactions  contemplated  hereby  and  any  other  incurrence  and/or  repayment  of         Indebtedness related thereto, and (G) after giving effect to this Amendment and the advancing of         the Increase to occur on the Eighth Amendment Effective Date (assuming the full amount of the         Revolver  Increase  is  borrowed  as  Revolving  Loans  on  the  Eighth Amendment  Effective  Date)         and all other related transactions, the Borrower shall be in compliance, determined on a pro forma         basis (as provided in Section 1.3 of the Credit Agreement), with the financial covenants set forth        in Section 8.7 of the Credit Agreement;                (b)    each of the representations and warranties set forth in Section 3 above (other than  Section 3(e)) is true and correct in all material respects (or, with respect to any such representation or  warranty  modified  by  a  materiality  or  Material  Adverse  Effect  standard,  in  all  respects  (taking  into  account such materiality or Material Adverse Effect standard));                 (c)    the Administrative Agent shall have received (i) a duly executed and completed  Funding Notice with respect to the Term Loan Increase and any Revolving Loan to occur on the Eighth  Amendment Effective Date and (ii) duly executed and completed disbursement instructions (with wiring  instructions  and  account  information)  for  all  disbursements  to be  made  on  the  Eighth  Amendment  Effective Date;                (d)    the Administrative Agent shall have received customary opinions of counsel for  each  of  the  Credit  Parties,  including,  among  other  things,  opinions  regarding  the  due  authorization,                                              5  100896230_3  





 






   execution and delivery of this Amendment and the enforceability thereof (including the entirety of the  Increase) and the Credit Documents as so amended;                (e)    each Lender (including each Increasing Lender) shall have received, in form and  substance reasonably satisfactory to it, documentation and other information that is required by regulatory  authorities  under  applicable  “know  your  customer”  and  anti-money-laundering  rules  and  regulations,  including the PATRIOT Act, requested not later than five days prior to the Eighth Amendment Effective  Date;                (f)    if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230  (the  “Beneficial  Ownership  Regulation”),  at  the  request  of  any Lender,  the  Borrower  shall  deliver  a  certification  to  such  Lender  regarding  beneficial  ownership  required  by  the  Beneficial  Ownership  Regulation in relation to the Borrower.                (g)    after giving effect to this Amendment (and giving effect to the Increase), as of  the  Eighth  Amendment  Effective  Date,  no  Default  or  Event  of  Default  shall  have  occurred  and  be  continuing; and                (h)    the Administrative Agent shall have confirmation that all fees payable under this  Amendment,  under  the  Credit  Agreement  and  under  any  engagement,  commitment  or  fee  letter  with  respect to this Amendment (including all upfront fees with respect to the Increase and all amendment fees  with  respect  to  Lenders  consenting  to  this  Amendment),  and  all reasonable  out-of-pocket  fees  and  expenses  required  to  be  paid  on or  before  the  Eighth  Amendment Effective  Date,  have  been  paid,  including the reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent to the  extent invoiced prior to the date hereof (without prejudice to final settling of accounts for such fees and  expenses).          5.    Joinder.  The parties hereto (including each Increasing Lender) agree that each Increasing  Lender  that  is  not  a  Lender  prior  to  giving  effect  to  this  Amendment  and  the  Increase  (if  any)  shall  become,  upon  the  Eighth  Amendment  Effective  Date,  a  Lender  and a  Secured  Party  under  the  Credit  Agreement and the other Credit Documents, and shall have all rights and obligations of a Lender and a  Secured Party under the Credit Agreement and the other Credit Documents.          6.    Reaffirmation.  Each Credit Party (a) acknowledges and consents to all of the terms and  conditions of the Increase and this Amendment, (b) affirms all of its obligations under the Credit Documents  as amended hereby (including pursuant to the Increase, and the provision of each thereof by each Increasing  Lender),  (c)  agrees  that  the  Increase  and  this  Amendment,  and  all  documents  executed  in  connection  herewith, do not operate to reduce or discharge any Credit Party’s obligations under the Credit Documents,  and  (d)  confirms that the  Collateral  Documents and the  Liens granted  thereunder remain in  full  force  and  effect notwithstanding the entry into this Amendment.          7.    Miscellaneous.                (a)    Except as herein expressly amended, all terms, covenants and provisions of the  Credit  Agreement  and  each  other  Credit  Document  are  and  shall  remain  in  full  force  and  effect.   All  references  in  any  Credit  Document  to  the  “Credit  Agreement”  or “this  Agreement”  (or  similar  terms  intended to reference the Credit Agreement) shall henceforth refer to the Credit Agreement as increased  by  the  Increase  and  as  amended  by  this  Amendment.   This  Amendment  shall  be  deemed  incorporated  into, and a part of, the Credit Agreement.                                               6  100896230_3  





 






                (b)    This  Amendment  shall  be  binding  upon  and  inure  to  the  benefit  of  the  parties  hereto, each other Lender and each other Credit Party, and their respective successors and assigns.                (c)    THIS  AMENDMENT  IS  SUBJECT  TO  THE  PROVISIONS  OF  SECTIONS  11.13  AND  11.14  OF  THE  CREDIT  AGREEMENT  RELATING  TO  GOVERNING  LAW,  VENUE  AND  WAIVER  OF  RIGHT  TO  TRIAL  BY  JURY,  THE  PROVISIONS  OF  WHICH  ARE  BY  THIS  REFERENCE INCORPORATED HEREIN IN FULL.                (d)    This  Amendment  may  be  executed  in  counterparts  (and  by  different  parties  hereto in different counterparts), each of which shall constitute an original, but all of which when taken  together shall constitute a single contract.  This Amendment and the other Credit Documents constitute  the  entire  contract  among  the  parties  relating  to  the  subject  matter  hereof  and  supersede  any  and  all  previous  agreements  and  understandings,  oral  or  written,  relating  to  the  subject  matter  hereof.   This  Amendment  shall  become  effective  upon  satisfaction  of  the  conditions  set  forth  in  Section  4  hereof.     Delivery  of  an  executed  counterpart  of  a  signature  page  of  this  Amendment  by  telecopy  or  other  electronic  imaging  means  shall  be  effective  as  delivery  of  a  manually  executed  counterpart  of  this  Amendment.  This Amendment may not be amended except in accordance with the provisions of Section  11.4 of the Credit Agreement.                (e)    If any provision of this Amendment or the other Credit Documents is held to be  illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of  this Amendment and the other Credit Documents shall not be affected or impaired thereby and (ii) the  parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions  with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid  or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate  or render unenforceable such provision in any other jurisdiction.                  (f)    The Borrower agrees to pay, in accordance with and subject to the limitations in  Section 11.2 of the Credit Agreement, all reasonable and documented out-of-pocket expenses incurred by  the  Administrative  Agent  and  its  Affiliates  in  connection  with the  preparation,  execution,  delivery,  administration of this Amendment and the other instruments and documents to be delivered hereunder.                (g)    This Amendment shall constitute a “Credit Document” under and as defined in  the Credit Agreement.                                   [Signature Pages Follow.]                                                 7  100896230_3  





 






 





 






ADMINISTRATiVE  AGENT AND COLLATERAL   AGENT:             REGIONS  BANK, as Administrative Agent and                                     Collateral Agent                                      By:      ('/c()      )                                     Name: Steven Iiixen-                                     Title: Director                                      EBJX Inc.                                  Signature Pages                           Amendment No.8 to Credit Agreement 





 






LENDERS:                            REGIONS  BANK,                                     as a Lender, the Issuing Bank and the Swingline Lender                                     tZme: Stevc                                     Title: Director                                      EBJX Inc.                                  Signature Pages                           Amendment No.8 to Credit Agreement 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






                                 Annex I (to Amendment No. 8)                                                                             Increasing Lender Commitments                                                         Lender              Revolving Commitment       Term Loan A Increase                                      Increase         Regions Bank              $12,364,672.37             $12,673,789.17                                              BMO Harris Bank, N.A.         $16,790,123.46             $17,209,876.54      PNC Bank, National               $0.00                      $0.00          Association         Compass Bank              $10,208,926.87             $10,464,150.05        Fifth Third Bank               $0.00                      $0.00  KeyBank National Association      $4,938,271.60              $5,061,728.40        Bank of the West            $5,698,005.70              $5,840,455.84      Silicon Valley Bank              $0.00                      $0.00      Cadence Bank, N.A.               $0.00                      $0.00    Trustmark National Bank            $0.00                      $0.00            Totals                 $50,000,000.00             $51,250,000.00                                     Annex I to Amendment No. 8  100896230_3  





 






                                 Annex II (to Amendment No. 8)                                                                          Revised Scheduled Principal Payments                                                              Payment Date                                  Payment                December 31, 2018                             $3,765,625.00                 March 31, 2019                              $3,765,625.00                 June 30, 2019                               $3,765,625.00               September 30, 2019                            $3,765,625.00               December 31, 2019                             $3,765,625.00                 March 31, 2020                              $3,765,625.00                 June 30, 2020                               $5,648,437.50               September 30, 2020                            $5,648,437.50               December 31, 2020                             $5,648,437.50                 March 31, 2021                              $5,648,437.50                 June 30, 2021                               $5,648,437.50               September 30, 2021                            $5,648,437.50               December 31, 2021                             $5,648,437.50                 March 31, 2022                              $5,648,437.50                 June 30, 2022                               $7,531,250.00               September 30, 2022                            $7,531,250.00               December 31, 2022                             $7,531,250.00                 Maturity Date                  Aggregate principal amount of the Term Loan A                                                               outstanding                                       Annex II to Amendment No. 8  100896230_3