Exhibit 10.1

  

  

  

  

  

  
    

    

    

    

    AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT

    

    

    

    

    This AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT, dated as of July 12, 2021 (this “Amendment”), is entered into by and among Convey Health Solutions, Inc.,
      a Delaware corporation (the “Borrower”), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor thereto, the “Administrative



        Agent”) and the Term Lenders party hereto.

    

    

              WHEREAS, the Borrower, Convey Health Parent, Inc., a Delaware corporation (“Holdings”), the Administrative Agent, Truist Bank (f/k/a SunTrust Bank),
      as Priority Revolving Agent, and the lenders from time to time party thereto are party to that certain First Lien Credit Agreement dated as of September 4, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”, and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”; capitalized terms not otherwise defined in this Amendment have the
      same meanings as specified in the Amended Credit Agreement);

    

    

    WHEREAS, the Borrower has requested that the Term Lenders amend certain provisions of the Credit Agreement;

    

    

    WHEREAS, the parties hereto desire to amend and modify the Credit Agreement in accordance with and subject to the terms and conditions set forth herein;

    

    

    NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as
      follows:

    

    

    SECTION 1.  Amendments to Credit Agreement.  (a) Clause (1) of the definition of  “Applicable Rate” appearing in Section 1.01 of the Credit Agreement is,
      effective as of the Amendment No. 4 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, hereby amended and restated to read as follows:

    

    

    (1)          with respect to Closing Date Term Loans (including, in the case of clauses (b), (c) and (d) below, the 2021 Incremental Term Loans):

    

    

    (a)          prior to the Amendment No. 2 Effective Date, (i) 5.25% for Eurodollar Rate Loans and (ii) 4.25% for Base Rate Loans;

    

    

    (b)          on and after the Amendment No. 2 Effective Date but prior to the Applicable Rate Stepdown Trigger Date and the Amendment No. 4 Effective Date, (i) 6.00% for Eurodollar
      Rate Loans and (ii) 5.00% for Base Rate Loans;

    

    

    (c)          on and after the Applicable Rate Stepdown Trigger Date but prior to the Amendment No. 4 Effective Date, (i) 5.25% for Eurodollar Rate Loans and (ii) 4.25% for Base
      Rate Loans (it being understood that, for the avoidance of doubt, any decrease in the Applicable Rate resulting from the Applicable Rate Stepdown Trigger Date occurring shall become effective as of the first Business Day immediately following the
      Applicable Rate Stepdown Trigger Date); and

     

    

    

    

    
      
        


    

    
    

    

    (d)          on and after the Amendment No. 4 Effective Date, (i) 4.75% for Eurodollar Rate Loans and (ii) 3.75% for Base Rate Loans;

    

    

    

    

    (b)          The last proviso in the definition of “Eurodollar Rate” appearing in Section 1.01 of the Credit Agreement is, effective as of the Amendment No. 4
      Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, hereby amended and restated to read as follows:

    

    

    provided, further, that in no event shall the Eurodollar Rate for (x) 2020 Incremental Term Loans and Revolving
      Loans under the Closing Date Revolving Facility that bear interest at a rate based on clauses (1) and (2) of this definition be less than 1.00% and (y) Closing Date Term Loans (including 2021 Incremental Term Loans), that bear
      interest at a rate based on clauses (1) and (2) of this definition be less than 0.75%.

    

    

    (c)          Section 1.01 of the Credit Agreement is, effective as of the Amendment No. 4 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof,
      hereby amended by adding in the appropriate alphabetical order the following new definition:

    

    

    “Amendment No. 4 Effective Date” means July 12, 2021.

    

    

    SECTION 2.  Reference to and Effect on the Loan Documents.  (a) On and after the Amendment No. 4 Effective Date, each reference in the Credit Agreement to
      “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan 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 Amended Credit Agreement.

    

    

    (b)          On and after the Amendment No. 4 Effective Date, the Credit Agreement, as specifically amended by this Amendment, and the other Loan Documents are, and shall continue to be, in full
      force and effect, and are hereby in all respects ratified and confirmed.

    

    

    (c)          From and after the Amendment No. 4 Effective Date, this Amendment shall be deemed a Loan Document for all purposes under the Amended Credit Agreement and the other Loan Documents.

    

    

    (d)          The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in
      connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Amendment No. 4 Effective Date.

    

    

    (e)          For the avoidance of doubt, the Term Lenders acknowledge and agree that no “prepayment premium” pursuant to Section 2.18 of the Credit Agreement shall be payable in connection with this
      Amendment.

     

    

    

    

    
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    SECTION 3.  Conditions of Effectiveness.  The amendments to the Credit Agreement contained in Section 1 hereof shall become
        effective as of the first date (the “Amendment No. 4 Effective Date”) on which the Administrative Agent shall have received counterparts of this Amendment
        executed by the Borrower, the Administrative Agent and each Term Lender.

    

    

    SECTION 4.  Representations and Warranties.

    

    

    (1)          The Borrower hereby represents and warrants to the Administrative Agent and the Term Lenders as of the Amendment No. 4 Effective Date that:

     

    

    (a)          The execution, delivery and performance by the Borrower of this Amendment has been duly authorized by all necessary corporate or other organizational action;

    

    

    (b)          None of the execution, delivery or performance by the Borrower of this Amendment will (i) contravene the terms of any of the Borrower’s Organizational Documents, (ii) result in any
      breach or contravention of, or the creation of any Lien upon any of the property or assets of the Borrower or any of the Restricted Subsidiaries (other than as permitted by Section 7.01 of the Credit Agreement) under (A) any material Contractual
      Obligation evidencing Indebtedness having an aggregate principal amount in excess of the Threshold Amount to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or (B) any order, injunction, writ or
      decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (iii) violate any applicable Law; except with respect to any breach, contravention or violation (but not creation of Liens) referred to
      in the preceding clauses (ii) and (iii), to the extent that such breach, contravention or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

    

    

    (c)          This Amendment has been duly executed and delivered by the Borrower.  This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower
      in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, by general principles of equity and by principles of good faith and fair dealing;

    

    

    (d)          Each Loan Party and each of its respective Restricted Subsidiaries that is a Material Subsidiary is a Person duly organized or formed, validly existing and in good standing under the
      Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction);

    

    

    (e)          The representations and warranties of the Borrower and Holdings contained in Article V of the Amended Credit Agreement or any other Loan Document shall be true and correct in all
      material respects on and as of the Amendment No. 4 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 any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); and

     

    

    

    

    
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    (f)          Immediately after giving effect to this Amendment, no Event of Default shall exist.

    

    

    SECTION 5.  Execution in Counterparts; Effectiveness.  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 shall become effective when it shall have been executed by the Borrower, the Administrative Agent and
      the Term Lenders.  Section 10.13 of the Amended Credit Agreement is incorporated herein by reference, mutatis mutandis.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile
      or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Amendment.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Amendment
      shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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.

    

    

    SECTION 6.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  Clauses (2) and (3)
      of Section 10.16 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

    

    

    SECTION 7.  WAIVER OF RIGHT OF TRIAL BY JURY.  EACH PARTY TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A)
      CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
      OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.

    

    

    SECTION 8.  TAX MATTERS.  For U.S. federal income tax purposes, the parties agree to treat this Amendment as  a “significant modification” of the Closing Date Term Loans (including 2021 Incremental Term Loans)
      within the meaning of Section 1.1001-3 of the Internal Revenue Code of 1986, as amended.

    

    

    

    

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     

    

    

    

    
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              IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective authorized officers as of the date first above written.

    

    

    
      
        	 	CONVEY HEALTH SOLUTIONS, INC.	 
	 	 	 	 
	
                

                

              	
                By: 

              	/s/ Tim Fairbanks	 
	 	 	Name:	Tim Fairbanks	 
	 	 	Title:	Chief Financial Officer	 
	 	 	 	 


      

      

      

      

      

      

      

    

    

    

    [Amendment No. 4 to First Lien Credit Agreement]

    
      
        


    

    

      

      

      
        	 	
                ARES CAPITAL CORPORATION, as Administrative Agent

              	 
	 	 	 	 
	
                

                

              	
                By: 

              	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


      

      

      

      
        

        

        
          	 	
                  CADEX CREDIT FINANCING, LLC, as a Term Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


        

        

        

      

      
        

        

        
          	 	
                  ARES CENTRE STREET PARTNERSHIP, L.P., as a Term Lender

                	 
	 	 	 
	 	By: Ares Centre Street GP, Inc., as general partner	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


        

        

        

      

      
        

        

        
          	 	ARES JASPER FUND HOLDINGS, LLC, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, as servicer	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


        

        

        

      

      
        

        

        
          	 	ARES ND CSF HOLDINGS LLC, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, as servicer	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


        

      

    

  

  

    

    

    

    

    

    [Amendment No. 4 to First Lien Credit Agreement]

    
      
        


    

    

    

    
      
        
          
            

            

            
              	 	ARES CSIDF HOLDINGS, LLC, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, as servicer	 
	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


            

          

        

      

      

      

    

    
      
        
          
            
              

              

              
                	 	ARES SENIOR DIRECT LENDING PARALLEL FUND (U), L.P., as a Term Lender	 
	 	 	 
	 	By:  Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


              

            

          

        

        

        

      

      
        
          
            
              
                

                

                
                  	 	ARES SFERS HOLDINGS LLC, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, its servicer	 
	 	 	 	 
	
                          

                          

                        	
                          By: 

                        	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                

              

            

          

          

          

        

        
          
            
              
                
                  

                  

                  
                    	 	AC AMERICAN FIXED INCOME IV, L.P., as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                            

                            

                          	
                            By: 

                          	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                  

                

              

            

          

        

      

    

    

    

    

    

    

    

    

    

    

    

    [Amendment No. 4 to First Lien Credit Agreement]

    
      
        


    

    

    
      
        
          
            
              
                
                  
                    

                    

                    
                      	 	FEDERAL INSURANCE COMPANY, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                              

                              

                            	
                              By: 

                            	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                    

                  

                

              

            

          

        

      

      

      

      
        
          
            
              
                
                  
                    
                      
                        

                        

                        
                          	 	GREAT AMERICAN INSURANCE COMPANY, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                                  

                                  

                                	
                                  By: 

                                	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                        

                      

                    

                  

                

              

            

          

          

          

          
            
              
                
                  
                    
                      
                        
                          
                            

                            

                            
                              	 	GREAT AMERICAN LIFE INSURANCE COMPANY, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                                      

                                      

                                    	
                                      By: 

                                    	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                            

                          

                        

                      

                    

                  

                

              

              

              

              
                
                  
                    
                      
                        
                          
                            
                              
                                

                                

                                
                                  	 	BOWHEAD IMC LP, as a Term Lender	 
	 	 	 
	 	By:  Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                                          

                                          

                                        	
                                          By: 

                                        	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

    

    

    

    

    

    

    

    

    

    [Amendment No. 4 to First Lien Credit Agreement]

    
      
        


    

    

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  

                                  

                                  
                                    	 	AN CREDIT STRATEGIES FUND, L.P., as a Term Lender	 
	 	 	 
	 	By:   Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                                            

                                            

                                          	
                                            By: 

                                          	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    

                                    

                                    
                                      	 	ADF I HOLDINGS LLC, as a Term Lender	 
	 	 	 
	 	By:  Ares Capital Management LLC, as servicer	 
	 	 	 	 
	
                                              

                                              

                                            	
                                              By: 

                                            	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    

                                    

                                    
                                      	 	SDL FINANCE 1 LP, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, as servicer	 
	 	 	 	 
	
                                              

                                              

                                            	
                                              By: 

                                            	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    

                                    

                                    
                                      	 	SDL FINANCE 2 LP, as a Term Lender	 
	 	 	 
	 	By: Ares Capital Management LLC, as servicer	 
	 	 	 	 
	
                                              

                                              

                                            	
                                              By: 

                                            	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

    

    

    

    

    

    

    

    

    

    [Amendment No. 4 to First Lien Credit Agreement]

    
      
        


    

    

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      

                                      

                                      
                                        	 	SWISS REINSURANCE AMERICA CORPORATION, as a Term Lender	 
	 	 	 
	 	By:  Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                                                

                                                

                                              	
                                                By: 

                                              	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        

                                        

                                        
                                          	 	DIVERSIFIED LOAN FUND – PRIVATE DEBT A S.A R.L, as a Term Lender	 
	 	 	 
	 	By:  Ares Management Limited, its portfolio manager	 
	 	 	 
	 	By:  Ares Capital Management LLC, its subadvisor	 
	 	 	 	 
	
                                                  

                                                  

                                                	
                                                  By: 

                                                	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            

                                            

                                            
                                              	 	SA REAL ASSETS 20 LIMITED, as a Term Lender	 
	 	 	 
	 	By: Ares Management LLC, its investment manager	 
	 	 	 
	 	By: Ares Capital Management LLC, as subadvisor	 
	 	 	 	 
	
                                                      

                                                      

                                                    	
                                                      By: 

                                                    	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                

                                                

                                                
                                                  	 	ARES SENIOR DIRECT LENDING PARALLEL FUND (U) B, L.P., as a Term Lender	 
	 	 	 
	 	By:   Ares Capital Management LLC, its investment manager	 
	 	 	 	 
	
                                                          

                                                          

                                                        	
                                                          By: 

                                                        	/s/ Scott Lem	 
	 	 	Name:	Scott Lem	 
	 	 	Title:	Authorized Signatory	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                

                

                

                

                

                

                

                

                

                

                [Amendment No. 4 to First Lien Credit Agreement]

                
                  
                    


                

              

            

          

        

      

    

    

    

    

    
      	 	ARES CAPITAL CP FUNDING LLC, as a Term Lender	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Scott Lem	 
	 	 	Name:	Scott Lem 

            	 
	 	 	Title:	Authorized Signatory

            	 
	 	 	 	 


    

    

    

    

    

    

    

    

    

    

    

    [Amendment No. 4 to First Lien Credit Agreement]

    
      
        


    

    

    

    

    
      	IVY HILL MIDDLE MARKET CREDIT FUND XVI, LTD.	 
	 	 
	By: Ivy Hill Asset Management, L.P., as Portfolio Manager	 
	 	 	 
	
              By: 

            	/s/ Kevin Braddish	 
	 	Name:	Kevin Braddish	 
	 	Title:	President	 


    

    
      

      

      

      
        	IVY HILL MIDDLE MARKET CREDIT FUND XVII, LTD.	 
	 	 
	By: Ivy Hill Asset Management, L.P., its Servicer	 
	 	 	 
	
                By: 

              	/s/ Kevin Braddish	 
	 	Name:	Kevin Braddish	 
	 	Title:	President	 
	 	 	 


      

      

      

      

      

      

      

      

      

    

    [Amendment No. 4 to First Lien Credit Agreement]
    
      
        


    

    

      

      

      
        	 	NEW MOUNTAIN FINANCE SBIC, L.P., as a Term Lender	 
	 	 	 	 
	
                

                

              	
                By: 

              	/s/ James W. Stone	 
	 	 	Name:	James W. Stone	 
	 	 	Title:	Authorized Signatory	 
	 	 	 	 


      

      

      

      

      

      

      

    

    

    

    

    

    [Amendment No. 4 to First Lien Credit Agreement] 

    
      
        


    

    

    

    
      

      

      
        	 	PSP INVESTMENTS CREDIT USA LLC, as a Term Lender	 
	 	 	 	 
	
                

                

              	
                By: 

              	/s/ Ian Palmer	 
	 	 	Name:	Ian Palmer	 
	 	 	Title:	Authorized Signatory	 


      

      

      

      
        
          

          

          
            	
                    

                    

                  	
                    By: 

                  	/s/ Charlotte E. Muellers	 
	 	 	Name:	Charlotte E. Muellers	 
	 	 	Title:	Authorized Signatory	 
	 	 	 	 


          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          [Amendment No. 4 to First Lien Credit Agreement]