Exhibit 10.5
AMENDMENT TO SECOND AMENDMENT
TO FIRST LIEN CREDIT AGREEMENT
THIS AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is dated as of January 23, 2017 and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the “Borrower”) and KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”), and is made with reference to that certain FIRST LIEN CREDIT AGREEMENT dated as of June 19, 2015 (as amended by the First Amendment to First Lien Credit Agreement, dated as of January 27, 2016, as amended by the Second Amendment to First Lien Credit Agreement, dated as of July 27, 2016 (the “Second Amendment”) and as further modified, supplemented, amended, restated (including any amendment and restatement thereof), extended or renewed from time to time prior to the date hereof, the “First Lien Credit Agreement”) by and among the Borrower, Holdings, the Subsidiary Guarantors, the Lenders from time to time party thereto, the Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the First Lien Credit Agreement. The provisions of Section 1.02 of the First Lien Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
RECITALS
WHEREAS, pursuant to the Second Amendment, the Lenders have extended credit to the Borrower and the parties thereto made certain agreements;
WHEREAS, pursuant to Section 10.01 of the First Lien Credit Agreement, the Borrower has requested an amendment to Section VI (Borrower Agreement) of the Second Amendment to correct an error; and
WHEREAS, by signing this Amendment, the Borrower and the Administrative Agent, have consented to the amendment to the Second Amendment described in Section 1 below.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
Section VI (Borrower Agreement) of the Second Amendment is hereby amended and restated in its entirety as set forth below and the language highlighted below is added to correct an error:
“Notwithstanding anything herein or in the First Lien Credit Agreement to the contrary, the Borrower hereby agrees that, after the Second Amendment Effective Date (and after giving effect to Second Amendment Transactions), in the event that, on or prior to the six-month anniversary of the Second Amendment Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iv) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans amended or otherwise modified pursuant to such amendment. If, on or prior to the six-month anniversary of the Second Amendment Effective Date,
