AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT
AMENDMENT NO. 5, dated as of July 30, 2025 (this “Amendment”), to the First Lien Credit Agreement dated as of January 31, 2020 (as amended by that certain Amendment No. 1, dated as of February 1, 2021, that certain Amendment No. 2, dated as of May 28, 2021, that certain Amendment No. 3, dated as of June 23, 2023, that certain Amendment No. 4, dated as of October 31, 2024, and as further amended, supplemented, amended and restated or otherwise modified prior to giving effect to this Amendment, the “First Lien Credit Agreement”), among FASTBALL PARENT, INC., a Delaware corporation (“Holdings”), FIRST ADVANTAGE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and each, individually, a “Lender”), Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and the Issuing Banks party thereto from time to time.
WHEREAS, the First Lien Credit Agreement permits the Borrower to obtain Credit Agreement Refinancing Indebtedness from any Lender or Additional Lender in respect of all or any portion of the Term Loans outstanding under the First Lien Credit Agreement in the form of Other Term Loans and Other Term Commitments pursuant to a Refinancing Amendment;
WHEREAS, the Borrower desires, pursuant to Section 2.21 of the First Lien Credit Agreement, to create a new Class of Term B-3 Loans (as defined in the Amended Credit Agreement (as defined below)) under the First Lien Credit Agreement in an aggregate principal amount equal to the aggregate principal amount of Term B-2 Loans (as defined in the First Lien Credit Agreement) outstanding prior to the Amendment No. 5 Effective Date and having the terms, rights and obligations under the Loan Documents as set forth in the First Lien Credit Agreement and Loan Documents, each as amended, or amended and restated, by this Amendment;
WHEREAS, each Term Lender that executes and delivers a Lender Election substantially in the form of Exhibit A hereto (a “Lender Election”) shall be deemed to have consented to this Amendment and shall have elected to either (i) exchange all (or such lesser amount as notified and allocated to it by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole direction, with any remaining Term B-2 Loans being repaid) of its Term B-2 Loans outstanding for Term B-3 Loans upon effectiveness of this Amendment, and to thereafter become a Term B-3 Lender (each such Term B-2 Lender making the election described in this clause (i), a “Rollover Amendment No. 5 Term Lender”) or (ii) elect to the prepayment of the full principal amount of its Term B-2 Loans and purchase by way of assignment from the Additional Term B-3 Lender, in accordance with the terms of the Amended Credit Agreement, Term B-3 Loans in an aggregate principal amount equal to the aggregate principal amount of its Term B-2 Loans prepaid (or such lesser amount as notified and allocated to it by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion).
WHEREAS, each Person that executes and delivers a counterpart to this Amendment as an Additional Term B-3 Lender (each, an “Additional Term B-3 Lender”, and