Exhibit 10.4


 





THIRD AMENDMENT TO TERM LOAN AGREEMENT


 


THIS THIRD AMENDMENT TO TERM
LOAN AGREEMENT (this “Agreement”), dated as of December 13, 2022, is entered into among P3 HEALTH GROUP, LLC,
a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger
to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party hereto and CRG SERVICING LLC, as administrative
agent and collateral agent (the “Agent”). All capitalized terms used herein and not otherwise defined herein
shall have the meanings given to such terms in the Term Loan Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Borrower, the
Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Agent have entered into that
certain Term Loan Agreement, dated as of November 19, 2020 (as amended, restated, supplemented or modified from time to time, the “Term
Loan Agreement”);


 


WHEREAS, the Obligors have
requested that the Lenders and the Agent amend the Term Loan Agreement to provide for certain modifications of the terms thereof, including
to permit the transactions contemplated by the VBC Note Documents; and


 


WHEREAS, the Lenders and the
Agent are willing to amend the Term Loan Agreement subject to the terms and conditions hereof.


 


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


 


1.             
Amendments to Term Loan Agreement.


 


(a)           
Section 1.01 of the Term Loan Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:


 


“Third
Amendment Effective Date” means December 13, 2022.


 


“VBC”
means VBC Growth SPV LLC, a Delaware limited liability company.


 


“VBC Note”
means that certain Unsecured Promissory Note, dated as of the Third Amendment Effective Date, by and between the Borrower and VBC, in
the original principal amount of Forty Million Dollars ($40,000,000), as amended, restated, supplemented or otherwise modified from time
to time in accordance with the terms of the VBC Subordination Agreement.


 


“VBC Note
Documents” means the VBC Note and all other agreements, instruments and documents executed and delivered in connection with
the VBC Note, in each case as amended or otherwise modified in accordance with the terms of the VBC Subordination Agreement.


 


“VBC Subordinated
Debt” means the unsecured Indebtedness of Borrower incurred pursuant to the VBC Note Documents.


 






     


     


    

 


“VBC Subordination
Agreement” means that certain subordination agreement, dated as of the Third Amendment Effective Date, among VBC, the Administrative
Agent and Borrower.


 


(b)        
The definition of “Change of Control” in Section 1.01 of the Term Loan Agreement is hereby amended by replacing the
text “(d) the occurrence of any “Change of Control” (or any equivalent term) under any documentation governing Material
Indebtedness (other than the Intermountain Subordinated Debt) or (e) the occurrence of any “Change of Control Transaction”
under any Intermountain Note Document.” with the text “(d) the occurrence of any “Change of Control” (or any equivalent
term) under any documentation governing Material Indebtedness (other than the Intermountain Subordinated Debt or the VBC Subordinated
Debt), (e) the occurrence of any “Change of Control Transaction” under any Intermountain Note Document or (f) the occurrence
of any “Change of Control” under any VBC Note Document.”.


 


(c)        
The definition of “Loan Documents” in Section 1.01 of the Term Loan Agreement is hereby amended by adding the text
“the VBC Subordination Agreement,” immediately before the text “the Intermountain Subordination Agreement”.


 


(d)       
The definition of “Material Indebtedness” in Section 1.01 of the Term Loan Agreement is hereby amended by replacing
the text “and (b) the Intermountain Subordinated Debt.” with the text “, (b) the Intermountain Subordinated Debt and
(c) the VBC Subordinated Debt.”.


 


(e)       Section
8.01(j) of the Term Loan Agreement is hereby amended by adding the text “or the holders of the VBC Subordinated Debt” immediately
after the text “the Intermountain Subordinated Debt”.


 


(f)       Section
9.01 of the Term Loan Agreement is hereby amended by (i) replacing the text “; and” at the end of clause (q) thereof with
the text “;”, (ii) replacing the text “.” at the end of clause (s) thereof with the text “; and” and
(iii) adding the following as a new clause (t) thereof to read as follows:


 


(t)       VBC
Subordinated Debt; provided, that, (i) the VBC Subordinated Debt is at all times subject to the terms and conditions of
the VBC Subordination Agreement, (ii) the VBC Subordinated Debt is unsecured, (iii) no Subsidiary shall Guarantee the VBC Subordinated
Debt and (iv) the aggregate principal amount of the VBC Subordinated Debt shall not exceed at any one time outstanding the sum of (A)
Forty Million Dollars ($40,000,000) plus (B) capitalized interest on the VBC Subordinated Debt that is added to the principal balance
thereof in accordance with the terms of the VBC Note (in lieu of being paid in cash).


 


(g)       Section
9.07 of the Term Loan Agreement is hereby amended and restated to read, in its entirety, as follows:


 


9.07       Payments
of Indebtedness. Such Obligor shall not, and shall not permit any of its Subsidiaries to, make (a) any voluntary or optional
payments in respect of any Indebtedness (other than Intermountain Subordinated Debt and VBC Subordinated Debt) that is subordinated
to the Obligations other than payments thereof that are permitted under the terms of the applicable subordination or intercreditor
agreement to which the Administrative Agent is a party, (b) any payments in respect of Intermountain Subordinated Debt other than
the payments of interest that are capitalized by adding such interest payment amounts to the principal balance of the Intermountain
Subordinated Debt (in lieu of being paid in cash) in accordance with the terms of the Intermountain Note in effect as of the Closing
Date or (c) any payments in respect of VBC Subordinated Debt other than the payments of interest that are capitalized by adding such
interest payment amounts to the principal balance of the VBC Subordinated Debt (in lieu of being paid in cash) in accordance with
the terms of the VBC Note in effect as of the Third Amendment Effective Date.


 






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(h)       Section
9.12 of the Term Loan Agreement is hereby amended by replacing the text “or (b) enter into any amendment or modification of any
Intermountain Note Document in a manner adverse to the Secured Parties or in violation of the Intermountain Subordination Agreement.”
with the text “, (b) enter into any amendment or modification of any Intermountain Note Document in a manner adverse to the Secured
Parties or in violation of the Intermountain Subordination Agreement or (c) enter into any amendment or modification of any VBC Note Document
in a manner adverse to the Secured Parties or in violation of the VBC Subordination Agreement.”.


 


(i)       Section
11.01(g) of the Term Loan Agreement is hereby amended by replacing the text “(ii) any “Event of Default” occurs under
any Intermountain Note Document” with the text “(ii) any “Event of Default” occurs under any Intermountain Note
Document or any “Event of Default” occurs under any VBC Note Document”.


 


(j)       Section
12.01(b) of the Term Loan Agreement is hereby amended by replacing the text “(ix) enter into non-disturbance agreements and similar
agreements and (x)” with the text “(ix) enter into the VBC Subordination Agreement, (x) enter into non-disturbance agreements
and similar agreements and (xi)”.


 


2.         
Conditions Precedent. The effectiveness of this Agreement shall be subject to the satisfaction of each of the following
conditions precedent:


 


(a)       receipt
by the Agent of counterparts of (i) this Agreement duly executed by the Obligors, the Majority Lenders and the Agent, (ii) the VBC Subordination
Agreement duly executed by VBC, the Borrower and the Agent and (iii) each VBC Note Document duly executed by the parties thereto; and


 


(b)       the
representation and warranty in Section 5(c) of this Agreement shall be true and correct on the date hereof.


 


3.        
Expenses. The Obligors agree to reimburse the Agent for all reasonable fees, charges and disbursements of the Agent in connection
with the preparation, execution and delivery of this Agreement, including the reasonable fees, charges and disbursements of Moore &
Van Allen PLLC.


 


4.       Reaffirmation.
Each of the Obligors acknowledges and reaffirms (a) that it is bound by all of the terms of the Loan Documents to which it is a party
and (b) that it is responsible for the observance and full performance of all Obligations, including without limitation, the repayment
of the Loans. Furthermore, the Obligors acknowledge and confirm (i) that the Lenders have performed fully all of their obligations under
the Term Loan Agreement and the other Loan Documents arising on or before the date hereof other than their respective obligations specifically
set forth in this Agreement and (ii) that by entering into this Agreement, the Lenders do not, except as expressly set forth herein, waive
or release any term or condition of the Term Loan Agreement or any of the other Loan Documents or any of their rights or remedies under
such Loan Documents or any applicable law or any of the Obligations of the Obligors thereunder.


 






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5.       Miscellaneous.


 


(a)       The
Term Loan Agreement and the Obligations of the Obligors thereunder and under the other Loan Documents, are hereby ratified and confirmed
and shall remain in full force and effect according to their terms, as amended by this Agreement. This Agreement is a Loan Document.


 


(b)       Each
Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its Obligations under
the Loan Documents, and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or
discharge its Obligations under the Term Loan Agreement or the other Loan Documents.


 


(c)       The
Obligors represent and warrant to the Agent and the Lenders that:


 


(i)       each
Obligor has taken all necessary corporate, limited liability company or other organizational action to authorize the execution, delivery
and performance of this Agreement;


 


(ii)       this
Agreement has been duly executed and delivered by each Obligor and constitutes a legal, valid and binding obligation of each Obligor,
enforceable against each such Obligor in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting enforceability
of creditors’ rights generally and to general principles of equity;


 


(iii)       no
approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this
Agreement other than (A) those that have already been obtained and are in full force and effect and (B) those that may be required under
any applicable notices under securities laws; and


 


(iv)       (A)
the representations and warranties of each Obligor contained in Section 7 of the Term Loan Agreement or in any other Loan Document, or
which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects
(and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Change
or Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation and
warranty is already qualified by materiality or reference to Material Adverse Change or Material Adverse Effect) as of such earlier date
and (B) no event has occurred and is continuing which constitutes a Default or an Event of Default.


 


(d)      Each of
the Obligors hereby affirms the Liens created and granted in the Loan Documents in favor of the Agent, for the benefit of the Secured
Parties, and agrees that this Agreement does not adversely affect or impair such Liens and security interests in any manner.


 


(e)       This
Agreement 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. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Agreement.


 






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(f)       If
any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the
remaining provisions of this Agreement 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.


 


(g)       THIS
AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF
OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


 


[SIGNATURE PAGES FOLLOW]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


	 	 
	BORROWER:	 P3 HEALTH GROUP, LLC
	 	 
	 	By:	 /s/ Erin Darakjian
	 	Name: Erin Darakjian
	 	Title: Chief Accounting Officer




 


SUBSIDIARY GUARANTORS:


 


	P3 HEALTH PARTNERS, LLC	 	P3 HEALTH GROUP MANAGEMENT, LLC
	 	 	 
	By:	 /s/ Erin Darakjian 	 	By:	 /s/ Erin Darakjian 
	Name: Erin Darakjian	 	Name: Erin Darakjian
	Title: Chief Accounting Officer	 	Title: Chief Accounting Officer
	 	 	 
	P3 HEALTH GROUP CONSULTING, LLC	 	P3 HEALTH PARTNERS-NEVADA, LLC
	 	 	 
	By:	 /s/ Erin Darakjian 	 	By:	 /s/ Erin Darakjian 
	Name: Erin Darakjian	 	Name: Erin Darakjian
	Title: Chief Accounting Officer	 	Title: Chief Accounting Officer
	 	 	 
	P3 HEALTH PARTNERS-OREGON, LLC	 	P3 HEALTH PARTNERS-FLORIDA, LLC
	 	 	 
	By:	 /s/ Erin Darakjian 	 	By:	 /s/ Erin Darakjian 
	Name: Erin Darakjian	 	Name: Erin Darakjian
	Title: Chief Accounting Officer	 	Title: Chief Accounting Officer
	 	 	 
	P3 HEALTH PARTNERS ACO, LLC	 	P3 HEALTH PARTNERS-CALIFORNIA, LLC
	 	 	 
	By: 	/s/ Erin Darakjian
    	 	By:	 /s/ Erin Darakjian 
	Name: Erin Darakjian	 	Name: Erin Darakjian
	Title: Chief Accounting Officer	 	Title: Chief Accounting Officer



 


P3 HEALTH GROUP HOLDINGS, LLC 

THIRD AMENDMENT


 






     


     


    

 


	AGENT: 	CRG SERVICING LLC



  


	 	By:	 /s/ Nathan Hukill
	 	Name:   Nathan Hukill
	 	Title:     Authorized Signatory




 


	LENDERS: 	CRG PARTNERS IV L.P.
	 	  By: CRG PARTNERS IV GP L.P., its general partner
	 	 	By: CRG PARTNERS IV GP LLC, its general partner
	 	  
	 	 	By:	 /s/ Nathan Hukill
	 	 	Name:   Nathan Hukill
	 	 	Title:    Authorized Signatory




 





	 	CRG PARTNERS IV
– PARALLEL FUND “C” (CAYMAN) L.P.
	 	  By: CR GROUP L.P.., its investment advisor
	 	  
	 	 	By:	 /s/ Nathan Hukill
	 	 	Name:   Nathan Hukill
	 	 	Title:    Authorized Signatory


 





	 	CRG PARTNERS IV – CAYMAN LEVERED L.P.
	 	  By: CRG PARTNERS IV (CAYMAN) GP L.P., its general partner
	 	 	By: CRG PARTNERS IV GP LLC, its general partner
	 	  
	 	 	By:	 /s/ Nathan Hukill
	 	 	Name:   Nathan Hukill
	 	 	Title:    Authorized Signatory


 


P3 HEALTH GROUP HOLDINGS, LLC 

THIRD AMENDMENT