Common use of BORROWERS AND GUARANTORS Clause in Contracts

BORROWERS AND GUARANTORS. BORROWER: PAYLOCITY HOLDING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Strategy Officer GUARANTORS: PAYLOCITY CORPORATION VIDGRID INC. SAMEPAGE LABS INC. BLUE MARBLE PAYROLL, LLC CLOUDSNAP, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President and Assistant Secretary LENDERS AND AGENTS: PNC BANK, NATIONAL ASSOCIATION, individually, as a Lender and as Administrative Agent By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as the Joining Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President JPMORGAN CHASE BANK N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Executive Director TRUIST BANK, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director ANNEX A [see attached] Published CUSIP Number: 00000XXX0 Revolving Credit CUSIP Number: 00000XXX0 $250,000,000550,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among PAYLOCITY HOLDING CORPORATION and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and PNC CAPITAL MARKETS, LLC, as Sole Lead Arranger and Sole Bookrunnerand JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners, and TRUIST BANK and KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents Dated as of July 17, 2019, as conformed through the First Amendment Effective Date TABLE OF CONTENTS Page 1. CERTAIN DEFINITIONS 1 1.1 Certain Definitions. 1 1.2 Construction. 3036 1.3 Accounting Principles; Changes in GAAP. 3137

BORROWERS AND GUARANTORS. BORROWER: PAYLOCITY HOLDING CORPORATION ANIXTER INC., as a Borrower and a Guarantor By: /s/ Xxxxx Xxxx Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxx Title: Chief Strategy Officer GUARANTORS: PAYLOCITY CORPORATION VIDGRID INC. SAMEPAGE LABS INC. BLUE MARBLE PAYROLL, LLC CLOUDSNAP, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President and Assistant Secretary LENDERS AND AGENTS: PNC BANK, NATIONAL ASSOCIATION, individually, as a Lender and as Administrative Agent By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxxxx Xxxxxxxxx Title: Senior Vice President ANIXTER INTERNATIONAL LTD., as a Borrower By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director ANIXTER CANADA INC., as a Borrower By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Treasurer EURINVEST B.V., as a Borrower By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: by Power of Attorney ANIXTER EUROTWO HOLDINGS B.V., as a Borrower By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: by Power of Attorney Anixter Inc. Fourth Amendment Signature Page ANIXTER BELGIUM B.V.B.A., as a Borrower By: /s/ Philippe Walpot Name: Philippe Walpot Title: by Power of Attorney Executed outside of Belgium ANIXTER INTERNATIONAL INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President – Treasurer ANIXTER-REAL ESTATE, INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President – Treasurer ANIXTER INFORMATION SYSTEMS CORPORATION, as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President – Treasurer ANIXTER FINANCIAL INC., as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President – Treasurer Anixter Inc. Fourth Amendment Signature Page ANIXTER PROCUREMENT CORPORATION, as a Guarantor By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Treasurer Anixter Inc. Fourth Amendment Signature Page ADMINISTRATIVE AGENT AND LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent, a Lender, the Swing Line Lender and as the Joining Lender L/C Issuer By: /s/ Xxxxx Xxxxx Xxxx Xxxxxxxxxx Name: Xxxxx Xxxxx Xxxx X. Xxxxxxxxxx Title: Senior Vice President Director Anixter Inc. Fourth Amendment Signature Page BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxxx Xxxxxx Xxxxxx Title: Vice President Director Anixter Inc. Fourth Amendment Signature Page JPMORGAN CHASE BANK BANK, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxxx Title: Executive Director TRUIST Associate Anixter Inc. Fourth Amendment Signature Page FIFTH THIRD BANK, as a Lender By: /s/ Xxxxxxx Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Managing Director FIFTH THIRD BANK, operating through its Canadian Branch, as its Applicable Designee By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Title: Director ANNEX A [see attached] Published CUSIP Number: 00000XXX0 Revolving Credit CUSIP Number: 00000XXX0 $250,000,000550,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among PAYLOCITY HOLDING CORPORATION and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and Anixter Inc. Fourth Amendment Signature Page PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and PNC CAPITAL MARKETS, LLCa Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President Anixter Inc. Fourth Amendment SUNTRUST BANK, as Sole Lead Arranger and Sole Bookrunnerand JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners, and TRUIST a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Anixter Inc. U.S. BANK and KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents Dated as of July 17, 2019, as conformed through the First Amendment Effective Date TABLE OF CONTENTS Page 1. CERTAIN DEFINITIONS 1 1.1 Certain Definitions. 1 1.2 Construction. 3036 1.3 Accounting Principles; Changes in GAAP. 3137a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Assistant Vice President Anixter Inc. Fourth Amendment

BORROWERS AND GUARANTORS. BORROWER: PAYLOCITY HOLDING CORPORATION GLOBAL POWER EQUIPMENT GROUP INC., a Delaware corporation By: /s/ Xxxxx Xxxx Xxxxxxx Name: Xxxxx Xxxx Xxxxxxx Title: Chairman and Chief Strategy Executive Officer GUARANTORS: PAYLOCITY CORPORATION VIDGRID INC. SAMEPAGE LABS INC. BLUE MARBLE PAYROLLDELTAK, LLC CLOUDSNAPL.L.C., INC. a Delaware limited liability company By: /s/ Xxxxx Xxxx Xxxxxxx Name: Xxxxx Xxxx Xxxxxxx Title: Vice President and Assistant Secretary LENDERS AND AGENTS: PNC BANKChief Executive Officer XXXXXX MANUFACTURING, NATIONAL ASSOCIATIONL.L.C., individually, as a Lender and as Administrative Agent Delaware limited liability company By: /s/ Xxxxx Xxxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxxxx Xxxxxxx Title: Assistant Chief Executive Officer DELTAK CONSTRUCTION SERVICES, INC., a Wisconsin corporation By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer XXXXXX CONSTRUCTION SERVICES, INC., a Delaware corporation By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer GLOBAL POWER PROFESSIONAL SERVICES, L.L.C., a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer XXXXXXXX INDUSTRIAL SERVICES GROUP, L.L.C., a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent and as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President KEYBANK US BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxx X. Xxxxxx Name: Xxxxx Xxxxx X. Xxxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as the Joining Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Assistant Vice President BANK OF AMERICAOKLAHOMA, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxx Title: Assistant Vice President JPMORGAN CHASE BANK N.A.CITICORP NORTH AMERICA INC., as a Lender By: /s/ Xxxxxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxx Title: Executive Director TRUIST Vice President M&I XXXXXXXX & ILSLEY BANK, as a Lender By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Director ANNEX A [see attached] Published CUSIP NumberVice President By: 00000XXX0 Revolving Credit CUSIP Number/s/ Xxxxxx X. Xxxxxxxxxxx Name: 00000XXX0 $250,000,000550,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among PAYLOCITY HOLDING CORPORATION and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and PNC CAPITAL MARKETS, LLC, as Sole Lead Arranger and Sole Bookrunnerand JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners, and TRUIST BANK and KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents Dated as of July 17, 2019, as conformed through the First Amendment Effective Date TABLE OF CONTENTS Page 1. CERTAIN DEFINITIONS 1 1.1 Certain Definitions. 1 1.2 Construction. 3036 1.3 Accounting Principles; Changes in GAAP. 3137Xxxxxx X. Xxxxxxxxxxx

BORROWERS AND GUARANTORS. BORROWERUSD PARTNERS LP By: PAYLOCITY HOLDING CORPORATION USD PARTNERS GP LLC, its general partner By: /s/ Xxxxx Xxxx Xxxxxxxx Name: Xxxxx Xxxx Xxxxxxxx Title: Executive Vice President and Chief Strategy Financial Officer GUARANTORSUSD TERMINALS CANADA ULC By: PAYLOCITY CORPORATION VIDGRID INC. SAMEPAGE LABS INC. BLUE MARBLE PAYROLL/s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer USD LOGISTICS OPERATIONS GP LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer USD LOGISTICS OPERATIONS LP By: USD LOGISTICS OPERATIONS GP LLC, its general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer WEST COLTON RAIL TERMINAL LLC CLOUDSNAP, INCBy: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer USD TERMINALS LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer USD RAIL LP By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer USD RAIL CANADA ULC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer USD TERMINALS CANADA II ULC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer USD TERMINALS CANADA III ULC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer USDP FINANCE CORP. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer XXXXXX CRUDE TERMINAL LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer SCT PIPELINE LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer USDP CCR LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer ADMINISTRATIVE AGENT, L/C ISSUER, SWING LINE LENDER AND LENDER: BANK OF MONTREAL, as Administrative Agent, L/C Issuer, Swing Line Lender, and a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION, as L/C Issuer and a Lender By: /s/ Xxx Xxxx Name: Xxxxx Xxx Xxxx Title: Vice President CITIBANK, N.A., as L/C Issuer and Assistant Secretary LENDERS AND AGENTSa Lender By: PNC /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President FIRST HORIZON BANK, NATIONAL ASSOCIATION, individually, as a Lender and as Administrative Agent By: /s/ Xxxx Xxxxx Xxxxxxxxxx Name: Xxxx Xxxxx Xxxxxxxxxx Title: Assistant Vice President KEYBANK NATIONAL ASSOCIATIONXXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director MUFG BANK, LTD., as a Lender By: /s/ Xxxxx Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as the Joining Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President JPMORGAN CHASE BANK N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Executive Director TRUIST BANK, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director ANNEX Annex A Conformed Credit Agreement [see See attached.] Published CUSIP Number: 00000XXX0 Revolving Credit CUSIP Number: 00000XXX0 $250,000,000550,000,000 REVOLVING CREDIT FACILITY Annex A to Amendment No. 5 Annex A AMENDED AND RESTATED CREDIT AGREEMENT by Dated as of November 2, 2018 among USD PARTNERS LP and among PAYLOCITY HOLDING CORPORATION and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANKUSD TERMINALS CANADA ULC, NATIONAL ASSOCIATIONas Borrowers BANK OF MONTREAL, as Administrative Agent, Swing Line Lender and PNC L/C Issuer, U.S. BANK NATIONAL ASSOCIATION and CITIBANK, N.A., as L/C Issuers and The Other Lenders Party Hereto BMO CAPITAL MARKETS, LLCand U.S. BANK NATIONAL ASSOCIATION, as Sole Lead Arranger and Sole Bookrunnerand JPMORGAN CHASE BANKCITIBANK, N.A.NA., as Joint Lead Arrangers and Joint BookrunnersBookrunners and U.S. BANK NATIONAL ASSOCIATION and CITIBANK, and TRUIST BANK and KEYBANK NATIONAL ASSOCIATIONN.A., as Co-Documentation Syndication Agents Dated as of July 17, 2019, as conformed through the First Amendment Effective Date TABLE OF CONTENTS Page 1(continued) ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.01. CERTAIN DEFINITIONS Defined Terms 1 1.1 Certain DefinitionsSection 1.02. 1 1.2 ConstructionOther Interpretive Provisions 4651 Section 1.03. 3036 1.3 Accounting Principles; Changes in GAAPTerms 4752 Section 1.04. 3137Rounding 4852 Section 1.05. Times of Day 4852 Section 1.06. Letter of Credit Amounts 53 Section 1.071.06. Divisions 4853 Section 1.081.07. Interest Rates 4953 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 4953 Section 2.01. Loans 4953 Section 2.02. Borrowings, Conversions and Continuations of Loans 4954 Section 2.03. Letters of Credit[Reserved] 5155

BORROWERS AND GUARANTORS. BORROWERWARRIOR MET COAL, INC. WARRIOR MET COAL GAS, LLC WARRIOR MET COAL MINING, LLC WARRIOR MET COAL TRI, LLC WARRIOR MET COAL BCE, LLC WARRIOR MET COAL LAND, LLC WARRIOR MET COAL WV, LLC WARRIOR MET COAL LA, LLC, By:__/s/ Xxxx X. Boyles_________________________ Name: PAYLOCITY HOLDING CORPORATION Xxxx X. Xxxxxx Title: Chief Financial Officer WARRIOR MET COAL INTERMEDIATE HOLDCO, LLC By: Warrior Met Coal, Inc., its sole member and manager By: /s/ Xxxxx Xxxx X. Xxxxxx Name: Xxxxx Xxxx X. Xxxxxx Title: Chief Financial Officer CITIBANK, N.A., as Administrative Agent, a Lender, L/C Issuer and Swingline Lender By:_____/s/ Xxxxxxxx Xxxx ____________________ Name: Xxxxxxxx Xxxx Title: Chief Strategy Officer GUARANTORS: PAYLOCITY CORPORATION VIDGRID INC. SAMEPAGE LABS INC. BLUE MARBLE PAYROLL, LLC CLOUDSNAP, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director and Vice President and Assistant Secretary LENDERS AND AGENTS: PNC BANK, NATIONAL ASSOCIATION, individually, as a Lender and as Administrative Agent By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as the Joining Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President BANK OF AMERICA, BMO Xxxxxx Bank N.A., as a Lender By: /s/ Xxxxxxxxx X. Xxxxxxx By:_____/s/ Xxxxxxxx Xxxxxx _____________________ Name: Xxxxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxxx Title: Vice President JPMORGAN CHASE BANK N.A.Xxxxxxx Sachs Bank USA, as a Lender By: /s/ Xxxxxxxxx Xxxxxxx By:_____/s/ Xxxxx Minieri_____________________ Name: Xxxxxxxxx Xxxxx Xxxxxxx Title: Executive Director TRUIST BANKAuthorized Signatory CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as a Lender By: /s/ Xxxxxxx Xxxxxx and L/C Issuer By:_____/s/ Lingzi Huang_____________________ Name: Xxxxxxx Xxxxxx Xxxxx Title: Director ANNEX A [see attached] Published CUSIP NumberAuthorized Signatory By:_____/s/ Xxxxx Bingham____________________ Name: 00000XXX0 Revolving Credit CUSIP NumberXxxxx Xxxxxxx Title: 00000XXX0 $250,000,000550,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among PAYLOCITY HOLDING CORPORATION and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and PNC CAPITAL MARKETS, LLC, as Sole Lead Arranger and Sole Bookrunnerand Authorized Signatory JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners, and TRUIST BANK and KEYBANK NATIONAL ASSOCIATIONa Lender By:_____/s/ Xxxxx Shender_____________________ Name: Xxxxx Xxxxxxx Title: Executive Director Regions Bank, as Co-Documentation Agents Dated as of July 17a Lender By:_____/s/ Xxxx X. Kassis_____________________ Name: Xxxx X. Xxxxxx Title: Managing Director Xxxxxx Xxxxxxx Senior Funding, 2019Inc., as conformed through the First Amendment Effective Date TABLE a Lender By:_____/s/ Jake Dowden_____________________ Name: Xxxx Xxxxxx Title: Vice President ROYAL BANK OF CONTENTS Page 1. CERTAIN DEFINITIONS 1 1.1 Certain Definitions. 1 1.2 Construction. 3036 1.3 Accounting Principles; Changes in GAAP. 3137CANADA, as a Lender By:_____/s/ Xxxxx X. Ryan_____________________ Name: Xxxxx X. Xxxx Title: Authorized Signatory

BORROWERS AND GUARANTORS. BORROWER: PAYLOCITY HOLDING CORPORATION GLOBAL POWER EQUIPMENT GROUP INC., a Delaware corporation By: /s/ XXXXXXXX XXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxx Xxxx Xxxxxxxxx Title: President and Chief Executive Officer DELTAK, L.L.C., a Delaware limited liability company By: /s/ XXXXXXXX XXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Chief Executive Officer XXXXXX MANUFACTURING, L.L.C., a Delaware limited liability company By: /s/ XXXXXXXX XXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Chief Executive Officer DELTAK CONSTRUCTION SERVICES, INC., a Wisconsin corporation By: /s/ XXXXXXXX XXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Chief Executive Officer Third Amendment to Credit Agreement Signature Page XXXXXX CONSTRUCTION SERVICES, INC., a Delaware corporation By: /s/ XXXXXXXX XXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Chief Executive Officer ADMINISTRATIVE AGENT AND LENDERS: BANK OF AMERICA, N.A., as Administrative Agent and as a Lender By: /s/ XXXXX X. XXXXXX Name: Xxxxx Xxxx Title: Chief Strategy Officer GUARANTORS: PAYLOCITY CORPORATION VIDGRID INC. SAMEPAGE LABS INC. BLUE MARBLE PAYROLL, LLC CLOUDSNAP, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx X. Xxxxxx Title: Vice President and Assistant Secretary LENDERS AND AGENTS: PNC BANK, NATIONAL ASSOCIATION, individually, as a Lender and as Administrative Agent By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President KEYBANK US BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxx XXXXX X. XXXXXX Name: Xxxxx Xxxxx X. Xxxxxx Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as the Joining Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Assistant Vice President BANK OF AMERICAOKLAHOMA, N.A., as a Lender By: /s/ Xxxxxxxxx XXXXX X. Xxxxxxx XXXX Name: Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxx Title: Vice President JPMORGAN CHASE BANK N.A.SUP - Corporate Banking Dept. Third Amendment to Credit Agreement Signature Page CITICORP NORTH AMERICA INC., as a Lender By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Executive Director TRUIST M&I XXXXXXXX & ILSLEY BANK, as a Lender By: /s/ Xxxxxxx Xxxxxx XXXXXX X. XXXXX Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Vice President By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Director ANNEX A [see attached] Published CUSIP NumberVice President Third Amendment to Credit Agreement Signature Page BORROWERS AND GUARANTORS: 00000XXX0 Revolving GLOBAL POWER PROFESSIONAL SERVICES, L.L.C., a Delaware limited liability company By: /S/ XXXXXXXX XXXXX XXXXXXXXX Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Chief Executive Officer XXXXXXXX INDUSTRIAL SERVICES GROUP, L.L.C., a Delaware limited liability company By: /S/ XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer Third Amendment to Credit CUSIP Number: 00000XXX0 $250,000,000550,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among PAYLOCITY HOLDING CORPORATION and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and PNC CAPITAL MARKETS, LLC, as Sole Lead Arranger and Sole Bookrunnerand JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners, and TRUIST BANK and KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents Dated as of July 17, 2019, as conformed through the First Amendment Effective Date TABLE OF CONTENTS Page 1. CERTAIN DEFINITIONS 1 1.1 Certain Definitions. 1 1.2 Construction. 3036 1.3 Accounting Principles; Changes in GAAP. 3137Agreement