EX-10.1



 Exhibit 10.1 

REPORTING EXTENSION AGREEMENT 

This REPORTING EXTENSION AGREEMENT (this “Agreement”), is dated as of June 28, 2018 (the
“Effective Date”), by and among WAGEWORKS, INC., a Delaware corporation (the “Borrower”), the several financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (the
“Lenders”), and MUFG UNION BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”) and as Swing Line Lender and L/C Issuer. 

BACKGROUND 

A.    Borrower, Lenders and Agent are parties to the Second Amended and Restated Credit Agreement, dated as of
April 4, 2017, as amended, modified, supplemented, extended or restated from time to time (collectively, the “Credit Agreement”), pursuant to which the Lenders have agreed, subject to and on the terms and conditions set forth
therein, to make certain loans and other credit accommodations to or for the benefit of Borrower. 
 B.    Pursuant to
the Credit Agreement, after giving effect to the Reporting Extension Agreement, dated as of March 22, 2018, by and among Borrower, the Required Lenders and Agent (the “First Reporting Extension”), on or before June 30,
2018: 
 i.    Borrower is required to deliver to Agent and the Lenders, (a) Borrower’s audited consolidated
financial statements for the fiscal year ending December 31, 2017 (“FY2017 Audited Financial Statements”) and accompanying Compliance Certificate (“FY2017 Compliance Certificate”), and (b) Borrower’s
unaudited consolidated financial statements for the fiscal quarter ending March 31, 2018 (“FY2018 Q1 Financial Statements”) and accompanying Compliance Certificate (“FY2018 Q1 Compliance Certificate”); and 

ii.    Borrower is required to have filed with the SEC, and delivered to Agent and the Lenders, Borrower’s Form 10-K Annual Report for the fiscal year ending December 31, 2017 (the “FY2017 10-K”) and Borrower’s Form 10-Q
Quarterly Report for the fiscal quarter ending March 31, 2018 (the “FY2018 Q1 10-Q”). 

C.    Pursuant to Sections 7.01(b) and 7.02(a) of the Credit Agreement, within forty five (45) days
after the end of each of Borrower’s fiscal quarters ending June 30, 2018, September 30, 2018 and December 31, 2018 (or if earlier, 5 Business Days after the date required to be filed with the SEC), Borrower is required to deliver
to Agent and the Lenders, Borrower’s unaudited consolidated financial statements for such fiscal quarters (collectively, the “FY2018 Remaining Quarterly Financial Statements”) and accompanying Compliance Certificates
(collectively, the “FY2018 Remaining Quarterly Compliance Certificates”). 
 D.    On March 9,
2018, Borrower delivered to Agent and the Lenders, Borrower’s unaudited consolidated balance sheet as of the end of Borrower’s fiscal year ending December 31, 2017, and the related unaudited consolidated statements of income or
operations, retained earnings, changes in stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, subject only to audit adjustments and the absence of footnotes (the “FY2017 Internally Prepared Financial Statements”). 

E.    Borrower has delivered to Agent and the Lenders notice, regarding its inability to comply with, and intent not to
comply with, the foregoing reporting requirements of Sections 7.01 and 7.02 of the Credit Agreement and the requirements of the First Reporting Agreement with respect to the FY2017 Audited Financial Statements, the FY2017 Compliance
Certificate, the FY2018 Q1 Financial Statements, 







 
the FY2018 Q1 Compliance Certificate, the FY2018 Remaining Quarterly Financial Statements, the FY2018 Remaining Quarterly Compliance Certificates, the FY2017
10-K and the FY2018 Q1 10-Q, and Borrower has requested that Agent and Lenders extend the dates by which delivery of the foregoing is required under the Credit Agreement
and the requirements of the First Reporting Agreement, as set forth herein. 
 F.    Borrower has further notified Agent
and the Lenders that it intends to deliver to Agent and the Lenders: (i) Borrower’s restated audited consolidated financial statements (as described in Section 7.01(a) of the Credit Agreement) for the fiscal year
ending December 31, 2016 (the “FY2016 Audited Restated Financial Statements”) and accompanying amended and restated Compliance Certificate (“FY2016 Restated Compliance Certificate”), and
(ii) Borrower’s restated consolidated financial statements (as described in Section 7.01(b) of the Credit Agreement) for the fiscal quarters ending March 31, 2016, June 30, 2016, September 30, 2016,
March 31, 2017, June 30, 2017 and September 30, 2017 (“FY2016 and FY2017 Quarterly Restated Financial Statements” and together with the FY2016 Audited Restated Financial Statements, the FY2017 Audited Financial
Statements, the FY2018 Q1 Financial Statements and the FY2018 Remaining Quarterly Financial Statements, collectively, the “Outstanding Financials”) and accompanying amended and restated Compliance Certificates (“FY2016 and
FY2017 Quarterly Restated Compliance Certificates” and together with the FY2016 Restated Compliance Certificate, the FY2017 Compliance Certificate, the FY2018 Q1 Compliance Certificate and the FY2018 Remaining Quarterly Compliance
Certificates, collectively, the “Outstanding Compliance Certificates”). 
 G.    While they under no
obligation to do so, the Required Lenders party hereto and Agent, are willing to extend such reporting deadlines under the Credit Agreement on and subject to the terms and conditions set forth herein. 

AGREEMENT 
 NOW
THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows: 
 1.    Incorporation of Recitals: Definitions. Each of the above recitals is incorporated
herein as true and correct and is relied upon by Agent and each Lender in agreeing to the terms of this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed thereto in the Credit Agreement. 

2.    Limited Extensions. 

a.    Subject to the satisfaction of each of the conditions set forth herein, Agent and Lenders hereby extend the dates by
which delivery to Agent and the Lenders (and filing with the SEC, as applicable) of the Outstanding Financials, the Outstanding Compliance Certificates, the FY2017 10-K and the FY2018 Q1 10-Q is required, to March 16, 2019 (or if earlier, five (5) Business Days after the date filed with the SEC) (“Extended Delivery Date”). 

b.    Without limiting the conditions set forth in Section 5 below, the extensions set forth
above are subject to compliance by Borrower with the following covenants, and Borrower hereby covenants and agrees that it shall comply with each of the following: 

i.    Within forty five (45) days after the end of each of Borrower’s fiscal quarters ending
June 30, 2018, September 30, 2018 and December 31, 2018, Borrower shall deliver to Agent and the Lenders, Borrower’s draft consolidated balance sheet as of the 

  
 2 








 
end of each such fiscal quarter, and the related draft consolidated statements of income or operations, for such fiscal quarter and the portion of Borrower’s fiscal year then ended, and the
related consolidated statements of changes in stockholders’ equity, and cash flows for the portion of Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail (the “FY2018 Remaining Quarter Internally Prepared Financial Statements”) together with a corresponding
Compliance Certificate for each such fiscal quarter. 
 ii.    Borrower shall use its commercially
reasonable efforts to do each of the following by no later than September 30, 2018: (A) deliver to Agent and the Lenders, (1) the FY2016 Audited Restated Financial Statements and the FY2016 Restated Compliance Certificate, (2) the
FY2017 Audited Financial Statements and the FY2017 Compliance Certificate, and (3) the FY2016 and FY2017 Quarterly Restated Financial Statements and the FY2016 and FY2017 Quarterly Restated Compliance Certificates; and (B) file with the
SEC, and deliver to Agent and the Lenders the FY2017 10-K, which shall include presentation of the FY2016 Audited Restated Financial Statements. 

iii.    By no later than the Extended Delivery Date, Borrower shall (A) deliver to Agent and the
Lenders all of the Outstanding Financials and Outstanding Compliance Certificates; and (B) file with the SEC, and deliver to Agent and the Lenders, (1) the FY2017 10-K, which shall include
presentation of the FY2016 Audited Restated Financial Statements, (2) Borrower’s Form 10-K Annual Report for the fiscal year ending December 31, 2018, and (3) Borrower’s Form 10-Q Quarterly Reports for the fiscal quarters ending March 31, 2018, June 30, 2018 and September 30, 2018 (collectively, the “Outstanding SEC Reports”). 

iv.    Borrower shall promptly report to Agent any findings in the preparation of the FY2017 Audited
Financial Statements which are materially different than as reported in the FY2017 Internally Prepared Financial Statements. 

v.    There shall be no material difference, as determined by Agent in its good faith business judgment,
between (A) the FY2017 Internally Prepared Financial Statements and the FY2017 Audited Financial Statements, (B) Borrower’s internally-prepared quarterly financial statements for the fiscal quarter ending March 31, 2018 delivered
to Agent and the Lenders on or about May 15, 2018 and the financial statements included in Borrower’s Form 10-Q for such period that is filed with the SEC, or (C) the FY2018 Remaining Quarter
Internally Prepared Financial Statements and the financial statements included in Borrower’s Forms 10-Q for the applicable periods that are filed with the SEC. 

vi.    Borrower shall pay to Agent for the account of each Lender providing its consent to this Agreement,
a fee equal to two-tenths of one percent (0.20%) of the Commitment of each such Lender (the “Second Extension Fee”), which shall be fully-earned and
non-refundable as of the date of this Agreement, and shall be payable in two installments: (A) an amount equal to one-eighth of one percent (0.125%) of each
Lender’s Commitment shall be due and payable on the Effective Date (the “First Installment”); and (B) an amount equal to seventy-five one hundredths of one percent (0.075%) of each Lender’s Commitment shall be due and
payable on September 30, 2018 (the “Second Installment”). Notwithstanding the foregoing however, Borrower’s 

  
 3 








 
obligation to pay the Second Installment shall be automatically waived if, on or before September 30, 2018, Borrower (y) delivers to Agent and the Lenders, (1) the FY2016 Audited
Restated Financial Statements and the FY2016 Restated Compliance Certificate, (2) the FY2017 Audited Financial Statements and the FY2017 Compliance Certificate, and (3) the FY2016 and FY2017 Quarterly Restated Financial Statements and the
FY2016 and FY2017 Quarterly Restated Compliance Certificates; and (z) files with the SEC, and delivers to Agent and the Lenders the FY2017 10-K, which shall include presentation of the FY2016 Audited
Restated Financial Statements. 
 3.    Event of Default; Updated Compliance Certificates. Failure to deliver the
Outstanding Financials, Outstanding Compliance Certificate, and as-filed Outstanding SEC Reports by the Extended Delivery Date and/or any failure to comply with, or any violation of, any of the covenants in
Section 2 hereof shall result in an immediate Event of Default without the benefit of any cure or grace period. The updated quarterly and annual Compliance Certificates covering periods during Borrower’s 2016, 2017 and 2018 fiscal years
shall include certifications regarding any changes to the financial covenants and ratios under Section 7.13 of the Credit Agreement that were previously reported by Borrower. Borrower acknowledges and agrees that any change
to a previously reported Consolidated Leverage Ratio that results in a higher Applicable Rate for the relevant period, will result in additional interest and/or fees owing by Borrower under Section 2.10(b) of the Credit
Agreement, and Borrower agrees to pay such amounts upon demand by Agent. 
 4.    Representations and Warranties.
Borrower represents and warrants to, and covenants and agrees for the benefit of, Agent and each Lender that: 

a.    All of the representations and warranties of Borrower set forth in the Credit Agreement and each other Loan Document
to which Borrower is a party were true and correct as of the date originally made, and are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties expressly refer to an earlier date,
in which case they are true and correct in all material respects as of such earlier date); provided that the foregoing materiality qualifications shall not apply to any representations or warranties that are qualified by materiality in the
text thereof, which representations and warranties shall be true in all respects; 
 b.    Borrower has the power and
authority to execute this Agreement, and the execution, delivery, and performance by Borrower of this Agreement and the other documents, instruments and agreements to which Borrower is a party delivered or to be delivered in connection herewith
(i) are within the corporate powers of Borrower and have been duly authorized by all necessary corporate action on the part of Borrower, (ii) do not require any approval or consent of any Governmental Authority or any other third party
consent, except those which have been duly obtained and are in full force and effect and those the failure of which to obtain could not be reasonably expected to have a Material Adverse Effect, (iii) do not and will not conflict with or violate
any applicable Law or Borrower’s Organization Documents, (iv) do not result in any breach of or constitute a default under any Contractual Obligation to which Borrower is a party, and (v) do not result in or require the creation or
imposition of any Lien upon any of the assets or properties of Borrower or any of its Subsidiaries; 
 c.    This
Agreement and the other certificates, instruments, documents and agreements delivered or to be delivered by Borrower in connection herewith have been duly executed and delivered by Borrower and constitute the legal, valid, and binding obligation of
Borrower, enforceable against Borrower in accordance with their respective terms, except to the extent that (i) enforcement may be limited by Debtor Relief Law, (ii) enforcement may be subject to general principles of equity, and
(iii) the availability of the remedies of specific performance and injunctive relief may be subject to the discretion of the court before which any proceedings for such remedies may be brought; 

  
 4 








 d.    No event has occurred or failed to occur, and after and as a result of
giving effect to this Agreement will occur, that is, or, with notice or lapse of time or both would constitute, a Default, an Event of Default, or a breach or failure of any condition under any Loan Document; 

e.    As of the date hereof, Borrower has no Material Subsidiaries, or Subsidiaries that are required to be designated as
Material Subsidiaries under the Loan Documents; and 
 f.    After and as a result of giving effect to this Agreement,
Borrower has no offset, defense, claim, counterclaim, dispute or disagreement of any kind or nature whatsoever with respect to Agent or any Lender or with respect to its liabilities, obligations and indebtedness arising under or in connection with
the Credit Agreement or any of the other Loan Documents. 
 5.    Conditions Precedent. Borrower understands that
this Agreement shall not be effective and shall have no force or effect until each of the following conditions precedent has been satisfied, or waived in writing by Agent (in Agent’s sole discretion): 

a.    Borrower shall have duly executed and delivered to Agent and each Lender this Agreement; 

b.    Borrower shall have paid to Agent for the account of each Lender providing its consent to this Agreement, its First
Installment of the Second Extension Fee; 
 c.    The representations and warranties of Borrower under the Credit
Agreement, the other Loan Documents and this Agreement, as applicable, shall be true and correct in all material respects as of the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which
case they are true and correct in all material respects as of such earlier date); provided that the foregoing materiality qualifications shall not apply to any representations or warranties that are qualified by materiality in the text
thereof, which representations and warranties shall be true in all respects; 
 d.    Agent shall have received, in
immediately available funds, all out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs) incurred by Agent in connection with this
Agreement and the transactions contemplated hereby and invoiced to Borrower prior to the date on which this Agreement is otherwise to become effective; provided that the failure to invoice any such amounts to Borrower prior to such date shall
not preclude Agent from seeking reimbursement of such amounts, or excuse any Loan Party from paying or reimbursing such amounts, following the effective date of this Agreement; and 

e.    Agent shall have received such other documents, and completion of such other matters, as Agent may reasonably deem
necessary or appropriate in connection with this Agreement. 
 6.    Ratification and Confirmation of Loan
Documents. Except as expressly set forth in Section 2 hereof, the execution, delivery, and performance of this Agreement shall not alter, modify, amend, or in any way affect any of the terms, conditions, obligations,
covenants, or agreements contained in the Credit Agreement or any other Loan Document, and shall not operate as a waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. The Credit
Agreement, all promissory notes, guaranties, security agreements, and all other instruments, documents and agreements entered into in connection with the Credit Agreement and each other Loan Document shall be and remain in full force and effect in
accordance with their respective terms and hereby are ratified, reaffirmed and confirmed by Borrower in all respects. 

  
 5 








 7.    No Waivers. The extension and agreements set forth herein shall
be limited precisely as written and shall not be deemed to be an extension or an agreement to any other act by Borrower which is prohibited by the Credit Agreement. This Agreement: (a) except as specifically provided in
Section 2 above, in no way shall be deemed to be a consent or an agreement on the part of Agent or any Lender to waive any covenant, liability or obligation of Borrower, any Guarantor or any third party or to waive any
right, power, or remedy of Agent or any Lender; (b) in no way shall be deemed to imply a willingness on the part of Agent or any Lender to grant any similar or other future waivers or to agree to any future consents, amendments or modifications
to any of the terms and conditions of the Credit Agreement or the other Loan Documents; (c) shall not in any way, prejudice, limit, impair or otherwise affect any rights or remedies of Agent or any Lender under the Credit Agreement or any of
the other Loan Documents, including, without limitation, Agent’s or any Lender’s right to demand strict performance of each Loan Party’s liabilities and obligations to Agent and the Lenders and the Obligations under the Loan Documents
at all times; (d) in no way shall obligate Agent or any Lender to make any future amendments, waivers, consents or modifications to the Credit Agreement or any other Loan Document; and (e) is not a continuing waiver with respect to any
failure to perform any Obligation. Borrower acknowledges and agrees that: (i) except as expressly set forth herein, the Credit Agreement has not been amended or modified in any way by this Agreement, (ii) neither Agent nor any Lender
waives any failure by Borrower to perform its Obligations under the Credit Agreement or any of the other Loan Documents after giving effect to the extension provided herein, and (iii) Agent and each Lender is relying upon Borrower’s
representations, warranties and agreements, as set forth herein and in the Loan Documents in entering into this Agreement. Nothing in this Agreement shall constitute a satisfaction of Borrower’s Obligations. This Agreement shall be deemed to be
one of the Loan Documents. 
 8.    Release. Borrower hereby, for itself, its successors, heirs, executors,
administrators and assigns (each a “Releasing Party” and collectively, the “Releasing Parties”), releases, acquits and forever discharges Agent and each Lender, and their respective directors, officers, employees,
agents, attorneys, affiliates, successors, administrators and assigns (“Released Parties”) of and from any and all claims, actions, causes of action, demands, rights, damages, costs, loss of service, expenses and compensation
whatsoever which any Releasing Party might have because of anything done, omitted to be done, or allowed to be done by any of the Released Parties and in any way arising out of or connected with the Credit Agreement or the other Loan Documents as of
the date of execution of this Agreement, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any specific claim raised by any Releasing Party, (the “Released Matters”). Releasing Parties each further
agrees never to commence, aid or participate in (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the
Released Matters. In furtherance of this general release, Releasing Parties each acknowledges and waives the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or
rules of any other jurisdiction), which provides: 
 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 

Releasing Parties each agree that this waiver and release is an essential and material term of this Agreement and that the agreements in this paragraph are
intended to be in full satisfaction of any alleged injuries or damages in connection with the Released Matters. Each of the Releasing Parties represents and warrants that it has not purported to convey, transfer or assign any right, title or
interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete 

  
 6 








 
release of the Released Matters. Releasing Parties each also understands that this release shall apply to all unknown or unanticipated results of the transactions and occurrences described above,
as well as those known and anticipated. Releasing Parties each has consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and executes such release voluntarily, with
the intention of fully and finally extinguishing all Released Matters. Notwithstanding anything in this Agreement, Borrower does not waive any of Agent’s or any Lender’s obligations under the terms of the Credit Agreement as amended by
this Agreement. 
 9.    Miscellaneous. Borrower acknowledges and agrees that the representations and warranties
set forth herein are material inducements to Agent and the Lenders to deliver this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto, and their respective permitted successors and
assigns. This Agreement and the Credit Agreement shall be read together as one document. No course of dealing on the part of Agent, the Lenders or any of their respective officers, nor any failure or delay in the exercise of any right by Agent or
the Lenders, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. The failure at any time to require strict performance by Borrower of any provision of the
Loan Documents shall not affect any right of Agent or the Lenders thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Agent and/or the Lenders, as applicable. No
other Person shall be entitled to claim any right or benefit hereunder, including, without limitation, the status of a third party beneficiary hereunder other than Secured Parties. This Agreement shall be governed by and construed in accordance with
the laws of the State of California without reference to conflicts of law rules. If any provision of this Agreement or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable,
that portion shall be deemed severed herefrom or therefrom, as applicable, and the remaining parts shall remain in full force as though the invalid, illegal or unenforceable portion had never been a part hereof or thereof, as applicable. This
Agreement shall be construed without regard to any presumption or rule requiring that it be construed against the party causing this Agreement or any part hereof to be drafted. The headings used in this Agreement are for convenience only and shall
be disregarded in interpreting the substantive provisions of this Agreement. This Agreement may be executed in any number of counterparts, including by electronic or facsimile transmission, each of which when so delivered shall be deemed an
original, but all such counterparts taken together shall constitute but one and the same instrument. 
 [Remainder of Page Left Blank]

 [Signature Pages Follow] 

  
 7 








 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	 BORROWER:
	 		 	WAGEWORKS, INC.
				
		 		 	By:	 	/s/ Ismail Dawood
		 		 	Name:	 	Ismail Dawood
		 		 	Its:	 	Interim Chief Financial Officer


  
 [Signature Page to
Reporting Extension Agreement] 








 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	         AGENT:
	 		 	MUFG UNION BANK, N.A., as Agent
				
		 		 	By:	 	/s/ J. William Bloore
		 		 	Name:	 	J. William Bloore
		 		 	Title:	 	Managing Director

  

							
	         LENDER:
	 		 	 MUFG UNION BANK, N.A., as Lender, Swing Line

Lender and L/C Issuer

				
		 		 	By:	 	/s/ J. William Bloore
		 		 	Name:	 	J. William Bloore
		 		 	Title:	 	Managing Director


  
 [Signature Page to
Reporting Extension Agreement] 








 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	         LENDER:
	 		 	WELLS FARGO BANK, N.A., as Lender
				
		 		 	By:	 	/s/ Marisa Phan
		 		 	Name:	 	Marisa Phan
		 		 	Title:	 	Senior Vice President


  
 [Signature Page to
Reporting Extension Agreement] 








 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	         LENDER:
	 		 	SUNTRUST BANK, as Lender
				
		 		 	By:	 	/s/ Min Park
		 		 	Name:	 	Min Park
		 		 	Title:	 	Vice President


  
 [Signature Page to
Reporting Extension Agreement] 








 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	         LENDER:
	 		 	UMB BANK N.A., as Lender
				
		 		 	By:	 	/s/ Cory Miller
		 		 	Name:	 	Cory Miller
		 		 	Title:	 	Senior Vice President


  
 [Signature Page to
Reporting Extension Agreement] 








 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	         LENDER:
	 		 	KEYBANK NATIONAL ASSOCIATION, as Lender
				
		 		 	By:	 	/s/ Marc Evans
		 		 	Name:	 	Marc Evans
		 		 	Title:	 	Vice President


  
 [Signature Page to
Reporting Extension Agreement] 








 IN WITNESS WHEREOF, Borrower, Agent and the Required Lenders have caused this Agreement to be
executed as of the date first written above. 
  

							
	         LENDER:
	 		 	COMERICA BANK, as Lender
				
		 		 	By:	 	/s/ Bradley J. Bell
		 		 	Name:	 	Bradley J. Bell
		 		 	Title:	 	Vice President


  
 [Signature Page to
Reporting Extension Agreement]