Exhibit 10.7
EXECUTION VERSION
FOURTH AMENDMENT
TO FIRST LIEN CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Fourth Amendment”) is dated as of June 30, 2017 (the “Fourth Amendment Effective Date”) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the “Borrower”), Sterling Intermediate Corp., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, KeyBank National Association as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), each of the Lenders party to the First Lien Credit Agreement immediately prior to this Fourth Amendment, consenting to the amendments requiring their consent herein (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”), the Lender (the “Replacement Lender”) replacing each of the Lenders, party to the First Lien Credit Agreement immediately prior to this Fourth Amendment, which are not consenting to the Maturity Extension described below (each, a “Non-Consenting Lender” and, collectively, the “Non-Consenting Lenders”), the Fourth Amendment Additional Term Loan Lenders and the Fourth Amendment Additional Revolving Lenders set forth on the signature pages hereto, 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, the Second Amendment to First Lien Credit Agreement, dated as of July 27, 2016 (as amended by the Amendment to Second Amendment to First Lien Credit Agreement, dated as of January 23, 2017), and the Third Amendment to the First Lien Credit Agreement, dated as of March 24, 2017, 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 after giving effect to this Fourth Amendment. The provisions of Section 1.02 of the First Lien Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.
RECITALS
Fourth Amendment Additional Term Loans:
WHEREAS, the Borrower has requested that certain Fourth Amendment Additional Term Loan Lenders make Incremental Term Loans in an aggregate principal amount of $155,000,000 on the Fourth Amendment Effective Date (the “Fourth Amendment Additional Term Loans”) in order to enable the Borrower (a) to repay outstanding Second Lien Term Loans under the Second Lien Credit Agreement, (b) to repay outstanding Revolving Credit Loans, (c) to pay related fees and expenses, (d) to satisfy general corporate purposes and (e) to pay certain fees, costs and other expenses in connection with the transactions and the other agreements contemplated by this Fourth Amendment;
WHEREAS, subject to the terms and conditions of the First Lien Credit Agreement, and pursuant to Section 2.14 thereof, and except as expressly otherwise set forth herein, immediately after giving effect to this Fourth Amendment, the Fourth Amendment Additional Term Loans shall be on the same terms as, and shall constitute part of the same Class as, the Term Loans outstanding immediately prior to the Fourth Amendment Effective Date, and such Fourth Amendment Additional Term Loans shall be “Term Loans” for all purposes of and under the First Lien Credit Agreement;
WHEREAS, the Fourth Amendment Additional Term Loan Lenders are willing to provide the Fourth Amendment Additional Term Loans to the Borrower on the Fourth Amendment Effective Date on the terms and subject to the conditions set forth herein and in the First Lien Credit Agreement;