Exhibit 10.1


 





INCREMENTAL FACILITY AMENDMENT


 


INCREMENTAL FACILITY
AMENDMENT, dated as of December 14, 2017 (this “Agreement”), by and among Canyon Valor Companies, Inc., a
Delaware corporation, formerly known as GTCR Valor Companies, Inc. (the “Borrower”) and Deutsche Bank AG New
York Branch (the “Incremental Term Loan Lender”), and acknowledged by Deutsche Bank AG New York Branch, as Administrative
Agent.


 


RECITALS:


 


WHEREAS,
reference is hereby made to the First Lien Credit Agreement, dated as of June 16, 2016 (as amended by (i) that certain Incremental
Facility Amendment dated as of March 17, 2017, (ii) that certain Refinancing Amendment and Incremental Facility Amendment dated
as of August 4, 2017 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Canyon Companies S.à r.l., a private limited liability company (société
à responsabilité limitée) organized and established under the laws of Luxembourg, having its registered
office at 6D, route de Trèves, L-2633 Senningerberg, Grand-Duchy of Luxembourg, and registered with the Luxembourg Register
of Commerce and Companies under number B 187.216 (“Holdings”), Canyon Group S.à r.l., a private limited
liability company (société à responsabilité limitée) organized and established under
the laws of Luxembourg, having its registered office at 6D, route de Trèves, L-2633 Senningerberg, Grand-Duchy of Luxembourg,
and registered with the Luxembourg Register of Commerce and Companies under number B 202.299 (“Intermediate Lux Holdings”
and “Lux Co-Borrower”), Canyon Valor Holdings, Inc., a Delaware corporation, formerly known as GTCR Valor Holdings,
Inc. (“Intermediate U.S. Holdings”), the Borrower, the lending institutions from time to time party thereto,
and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent (capitalized terms used but not defined herein
having the meaning provided in the Credit Agreement); and


 


WHEREAS,
pursuant to and in accordance with Section 2.20 of the Credit Agreement, the Borrower may establish an Incremental Term Increase
by, among other things, entering into one or more Incremental Facility Amendments with Additional Term Lenders or existing Lenders;


 


WHEREAS,
the Incremental Term Loan Lender and the Borrower wish to establish an Incremental Term Increase on the terms set forth in this
Agreement utilizing available capacity pursuant to clauses (I) and (II) of the definition of Incremental Cap;


 


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


 


The Incremental Term
Loan Lender hereby commits to provide the Incremental Term Increase as set forth on Schedule A annexed hereto, on the terms
and subject to the conditions set forth below.


 


The Incremental Term
Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits
thereto, together with copies of the most recent financial statements referred to in Section 5.01 of the Credit Agreement
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral
Agent or any other Lender or Agent, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes
the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as the
case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it
will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender. This Agreement shall constitute (i) the notice required to be delivered by the Borrower to the Administrative
Agent pursuant to Section 2.20(a) of the Credit Agreement and (ii) an “Incremental Facility Amendment” for purposes
of Section 2.20(d) of the Credit Agreement.


 



     


     


    

 





Notwithstanding any
provision to the contrary herein or in the Credit Agreement, the terms of the Incremental Term Increase (including without limitation
the Applicable Rate, the principal payment terms applicable thereto and the maturity date thereof) shall be the same as the terms
of the Initial Dollar Term Loans outstanding immediately prior to giving effect to this Agreement, and such Incremental Term Increase
shall be deemed to be “Initial Term Loans” for all purposes of this Agreement, the Credit Agreement and each other
Loan Document and shall constitute one tranche with, and be the same Class as, the Initial Dollar Term Loans made on the 2017 Amendment
Effective Date. Following the 2017-2 Incremental Amendment Effective Date (as defined below) and the funding of the Incremental
Term Increase, each reference to “Initial Term Loans” and “Initial Dollar Term Loans” shall include the
Incremental Term Increase and each reference to “Lender” shall include the Incremental Term Loan Lender hereunder,
in each case, unless the context shall require otherwise. Each of the parties hereto hereby agrees that, with the consent of the
Borrower (not to be unreasonably withheld), the Administrative Agent may take any and all action as may be reasonably necessary
to ensure that all amounts of such Incremental Term Increase, when originally made, are Initial Dollar Term Loans for all purposes
under the Loan Documents and are included in each Borrowing of outstanding Initial Dollar Term Loans on a pro rata basis. This
may be accomplished at the discretion of the Administrative Agent by allocating a portion of each such Incremental Term Increase
to each outstanding Eurodollar Loan that is a Term Loan of the same Class on a pro rata basis, even though as a result thereof
such Incremental Term Increase may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of
which they are a part (and notwithstanding any other provision of the Credit Agreement that would prohibit such an initial Interest
Period). The Incremental Term Increase shall not accrue interest for any period prior to the 2017-2 Incremental Amendment Effective
Date and the Borrower shall not be required to pay interest on the Incremental Term Increase pursuant to Section 2.13 of the Credit
Agreement for any period prior to the 2017-2 Incremental Amendment Effective Date.


 


The Incremental Term
Loan Lender hereby agrees to make the Incremental Term Increase on the following terms and conditions:


 


		1.	Applicable Rate. For the avoidance of doubt, the Applicable Rate for ABR Loans or for Eurodollar
Loans, as applicable, for the Incremental Term Increase shall mean, as of any date of determination, the applicable percentage
per annum with respect to any Initial Dollar Term Loan as set forth in the definition of “Applicable Rate” in the Credit
Agreement. All Interest Periods applicable to Initial Dollar Term Loans shall continue in effect after the 2017-2 Incremental Amendment
Effective Date. The Incremental Term Increase shall be initially incurred pursuant to a single Borrowing of Eurodollar Loans, with
such Borrowing to be subject to (x) Interest Periods which commence on the 2017-2 Incremental Amendment Effective Date and end
on the last day of the Interest Period applicable to the Initial Dollar Term Loans and (y) the LIBO Rate applicable to the Initial
Dollar Term Loans. From and after the 2017-2 Incremental Amendment Effective Date to the first Interest Payment Date to occur after
the 2017-2 Incremental Amendment Effective Date, the Borrower shall make to the Administrative Agent on such first Interest Payment
Date (and the Administrative Agent shall distribute to the applicable Lenders in accordance with the Credit Agreement) all payments
in respect of interest on the Incremental Term Increase to the Term Lenders for amounts which have accrued on the Incremental Term
Increase from the 2017-2 Incremental Amendment Effective Date to but excluding such Interest Payment Date.



 






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		2.	Amortization Payments. Subject to the adjustments pursuant to paragraph (c) of Section 2.10
of the Credit Agreement, the Borrower shall repay Initial Dollar Term Loans (including the Incremental Term Increase) on the last
day of each March, June, September and December in the principal amount of Terms Loans as follows; provided that if any
such date is not a Business Day, such payment shall be due on the next preceding Business Day:



 


	(A)

Payment Date	(B) 

Amortization Payment
	December 31, 2017	$2,587,500
	March 31, 2018	$2,587,500
	June 30, 2018	$2,587,500
	September 30, 2018	$2,587,500
	December 31, 2018	$2,587,500
	March 31, 2019	$2,587,500
	June 30, 2019	$2,587,500
	September 30, 2019	$2,587,500
	December 31, 2019	$2,587,500
	March 31, 2020	$2,587,500
	June 30, 2020	$2,587,500
	September 30, 2020	$2,587,500
	December 31, 2020	$2,587,500
	March 31, 2021	$2,587,500
	June 30, 2021	$2,587,500
	September 30, 2021	$2,587,500
	December 31, 2021	$2,587,500
	March 31, 2022	$2,587,500
	June 30, 2022	$2,587,500
	September 30, 2022	$2,587,500
	December 31, 2022	$2,587,500
	March 31, 2023	$2,587,500


 


		3.	Voluntary and Mandatory Prepayments; Maturity.



 


		(a)	Scheduled installments of principal of the Incremental
Term Increase set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Initial Dollar
Term Loans in accordance with Section 2.11 of the Credit Agreement.



 


		(b)	The Incremental Term Increase will mature on the maturity
date applicable to the Initial Term Loans, which date is June 16, 2023.



 


		4.	Ranking and Security. The Incremental Term Increase shall rank equal in right of payment
and equal in right of security with the Initial Dollar Term Loans.



 


		5.	Proposed Borrowing. This Agreement represents a request by the Borrower to borrow the Incremental
Term Increase from the Incremental Term Loan Lender as follows (the “Proposed Borrowing”):



 






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		(a)	Date of Proposed Borrowing (which shall be a Business Day): December 14, 2017



 


		(b)	Aggregate Amount of Proposed Borrowing: $75,000,000



 


		(c)	Type of Borrowing: Eurodollar Borrowing



 


		(d)	Interest Period: Interest Period ending on December 29, 2017



 


		(e)	Class of Proposed Borrowing: Incremental Term Loans



 


		6.	Use of Proceeds. The proceeds of the Incremental Term Increase shall be used for general
corporate, working capital purposes investments, and Permitted Acquisitions and other uses not prohibited by the Credit Agreement.



 


		7.	Incremental Term Loan Lenders. The Incremental Term Loan Lender acknowledges and agrees
that upon its execution of this Agreement and the Incremental Term Increase, such Incremental Term Loan Lender shall be deemed
to be a “Lender” and “Term Lender” under, and for all purposes of, the Credit Agreement and the other Loan
Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all
rights of a Lender thereunder and under the Intercreditor Agreements, as applicable, pursuant to Section 9.18 of the Credit Agreement.



 


		8.	Credit Agreement Governs. Except as set forth in this Agreement, the Incremental Term Increase
shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.



 


		9.	Conditions to Effectiveness. The obligations of the Incremental Term Loan Lender to extend
the Incremental Term Increase and the effectiveness of the Agreement is subject to the satisfaction, or waiver by the Incremental
Term Loan Lender (the date of such satisfaction or waiver, the “2017-2 Incremental Amendment Effective Date”),
of the following conditions:



 


		(a)	Borrower Certifications. By its execution of this
Agreement, the undersigned officer of the Borrower, to the best of his or her knowledge, hereby certifies, solely in his or her
capacity as an officer of the Borrower and not in his or her individual capacity, that (i) no Event of Default exists on the 2017-2
Incremental Amendment Effective Date before or after giving Pro Forma Effect to the Incremental Term Increase contemplated hereby,
(ii) the representations and warranties of the Borrower set forth in the Loan Documents are true and correct in all material respects
on and as of the 2017-2 Incremental Amendment Effective Date; provided that to the extent that such representations and
warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date
and (iii) immediately after the consummation of funding of the loans pursuant to the Incremental Term Increase to occur on the
2017-2 Incremental Amendment Effective Date, after taking into account all applicable rights of indemnity and contribution, (A)
the sum of the debt (including contingent liabilities) of Holdings and its Subsidiaries, taken as a whole, does not exceed the
present fair saleable value (on a going concern basis) of the assets of Holdings and its Subsidiaries, taken as a whole; (B) the
capital of Holdings and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of Holdings
and its Subsidiaries, taken as a whole, contemplated as of the date hereof; and (C) Holdings and its Subsidiaries, taken as a
whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay
such debts as they mature in the ordinary course of business. For the purposes of clause (C) above, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent
liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5) in the ordinary course of business.



 



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		(b)	Delivery of Documents. The Incremental Term Loan Lender (or its counsel) shall have received
each of the following, each dated the 2017-2 Incremental Amendment Effective Date unless otherwise indicated or agreed to by the
Administrative Agent:



 


		(i)	from the Borrower and the Incremental Term Loan Lender, duly signed counterparts of this Agreement;



 


		(ii)	a customary written opinion of Kirkland & Ellis LLP, counsel to the Borrower, addressed to
the Incremental Term Loan Lender, in form and substance reasonably satisfactory to the Incremental Term Loan Lender;



 


		(iii)	to the extent applicable in the relevant jurisdiction, certificates attesting to the good standing
of the Borrower in its jurisdiction of formation or incorporation certified as of a recent date by the relevant Governmental Authority;
and



 


		(iv)	a certificate, executed by any Responsible Officer of the Borrower (A) certifying as to the names
and signatures of each officer of the Borrower executing and delivering this Agreement, (B) either (x) attaching the Organizational
Documents of the Borrower certified, if applicable, by the relevant authority of its jurisdiction of organization or (y) certifying
that there has been no change to such Organizational Document since last delivered to the Administrative Agent on the 2017-2 Incremental
Amendment Effective Date and (C) attaching the resolutions of the Borrower’s board of directors or other appropriate governing
body approving and authorizing the execution, delivery and performance of this Agreement.



 


		10.	Certain Post-Closing Obligations. Not later than 30 days after the 2017-2 Incremental Amendment
Effective Date (or such later date as to which the Administrative Agent may reasonably agree), the Borrower shall use commercially
reasonable efforts to cause each of the Foreign Loan Parties to reaffirm their obligations under the Loan Documents, in form and
substance reasonably satisfactory to the Administrative Agent.



 


		11.	Effect on Loan Documents. Except as specifically amended hereby, all Loan Documents shall
continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality
of the foregoing:



 


		(a)	the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any
right, power or remedy of the Administrative Agent, the Collateral Agent or any Lender under any Loan Document, nor constitute
a waiver of any provision of any Loan Document or in any way limit, impair or otherwise affect the rights and remedies of the Administrative
Agent, the Collateral Agent and the Lenders under any Loan Document;



 


		(b)	on and after the 2017-2 Incremental Amendment 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 any other Loan Document to “the Credit Agreement,” “thereunder,”
“thereof,” “therein” or words of like import referring to the Credit Agreement shall mean and be a reference
to the Credit Agreement as amended by this Agreement, and this Agreement and the Credit Agreement shall be read together and construed
as a single instrument;



 






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		(c)	nothing herein shall be deemed to entitle the Borrower (or any other Loan Party) to a further amendment
to, or a consent, waiver, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different circumstances; and



 


		(d)	each of the parties hereto hereby acknowledges and agrees that this Agreement shall constitute
a Loan Document for all purposes of the Credit Agreement and the other Loan Documents and (ii) the terms of this Agreement do not
constitute a novation but, rather, an amendment of the terms of certain pre-existing Indebtedness and the Credit Agreement and
the incurrence of certain new indebtedness, as evidenced by the Credit Agreement and this Agreement. For the avoidance of doubt,
each representation and warranty in the Credit Agreement with regard to the Loan Documents shall be deemed a representation and
warranty with regard to this Agreement.



 


		12.	Expenses. The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred
by the Administrative Agent and the Collateral Agent in connection with this Agreement and any other documents prepared in connection
herewith and the consummation and administration of the transactions contemplated hereby, in each case to the extent required by
(and subject to the limitation contained in) Section 9.03 of the Credit Agreement. The Borrower hereby confirms that the indemnification
provisions set forth in Section 9.03 of the Credit Agreement shall apply to this Agreement and any other documents prepared in
connection herewith and the consummation and administration of the transactions contemplated hereby, and such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs) expenses and disbursements
(including fees, disbursements and charges of counsel) (as more fully set forth therein as applicable) as described therein which
may arise herefrom or in connection herewith.



 


		13.	Recordation of the New Loans. Upon execution and delivery hereof, the Administrative Agent
will record the Incremental Term Increase, as the case may be, made by the Incremental Term Loan Lender in the Register.



 


		14.	Acknowledgement and Consent. The Borrower hereby acknowledges that it has reviewed the terms
and provisions of the Credit Agreement and this Agreement and consents to the amendment of the Credit Agreement effected pursuant
to this Agreement, including without limitation, the making of the Incremental Term Increase. The Borrower hereby confirms that
each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or
secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of
all “Secured Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined
in the applicable Loan Document), including without limitation, the Incremental Term Increase. The Borrower acknowledges and agrees
that any of the Loan Documents (as they may be modified by this Agreement) to which it is a party or otherwise bound shall continue
in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or
limited by the execution or effectiveness of this Agreement other than to the extent expressly contemplated hereby.



 



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		15.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.



 


		16.	Entire Agreement. This Agreement, the Credit Agreement and the other Loan Documents constitute
the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements
and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.



 


		17.	GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.



 


		18.	Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without limiting the foregoing
provisions of this Section 18, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting
Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall
be deemed to be in effect only to the extent not so limited.



 


		19.	Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or other electronic means shall be effective as delivery of an original executed counterpart of this Agreement.



 




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


 





	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 	 
	 	 	 
	 	By:	/s Anca Trifan
	 	Name:	Anca Trifan
	 	Title:	Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Marcus Tarkington
	 	Name:	Marcus Tarkington
	 	Title:	Director
	 	 	 
	 	 	 
	 	CANYON VALOR COMPANIES, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Jack Pearlstein
	 	Name:	Jack Pearlstein
	 	Title:	Chief Financial Officer







 


 


 




     

     


    


 











	 	Acknowledged by:
	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, 

as Administrative Agent 
	 	 
	 	 
	 	By:	/s/ Anca Trifan
	 	Name:	Anca Trifan
	 	Title:	Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Marcus Tarkington
	 	Name:	Marcus Tarkington
	 	Title:	Director










 




     

     


    


 


SCHEDULE A

TO INCREMENTAL FACILITY AMENDMENT


 


	Name of Incremental Term Loan Lender	Amount
	Deutsche Bank AG New York Branch	$75,000,000
	 	Total:$75,000,000