Material Agreement Form 8 K

On June 27, 2024, certain subsidiaries of Waystar Holding Corp. (the "Company") entered into Amendment No. 9 ("Amendment No. 9") to the First Lien Credit Agreement, dated as of October 22, 2019 (as amended by the First Amendment thereto, dated as of December 2, 2019, the Second Amendment thereto, dated as of September 23, 2020, the Third Amendment thereto, dated as of March 24, 2021, the Fourth Amendment thereto, dated as of August 24, 2021, the Fifth Amendment thereto, dated as of June 1, 2023, the Sixth Amendment thereto, dated as of June 23, 2023, the Seventh Amendment thereto, dated as of October 6, 2023, and the Eighth Amendment thereto, dated as of February 9, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date of Amendment No. 9, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended by Amendment No. 9, the "Credit Agreement"), among Waystar Technologies, Inc. as borrower (the "Borrower"), Waystar Intermediate, Inc. and certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto.

Pursuant to Amendment No. 9, among other things, the Borrower's $1,290,900,000 aggregate outstanding principal amount of dollar denominated term loans under the Existing Credit Agreement (the "Existing Term Loans") were fully refinanced with replacement term loans ("Term Loans") bearing interest at a rate per annum equal to, at the election of the Borrower, either (i) Adjusted Term SOFR (as defined in the Credit Agreement) (subject to a floor of 0.00%), plus an applicable rate of 2.75% or (ii) an Alternate Base Rate ("ABR") (subject to a floor of 1.00%), plus an applicable margin rate of 1.75%. The ABR is determined as the highest of (a) the Prime Rate (as defined in the Credit Agreement), (b) the NYFRB Rate (as defined in the Credit Agreement), plus 0.50%, and (c) the Adjusted Term SOFR for a one month interest period plus 1.00%.

In the event that, on or prior to the date that is six (6) months after the closing date with respect to Amendment No. 9, the Borrower effects a Repricing Transaction (as defined in the Credit Agreement) with respect to the Term Loans, such Repricing Transaction shall be subject to a customary 1.00% premium.

Except as otherwise described above, the Term Loans are subject to substantially similar terms relating to maturity date, guarantees, collateral, mandatory prepayments, and covenants that were applicable to the Existing Term Loans under the Existing Credit Agreement. There was no change to the Company's outstanding indebtedness or borrowing capacity in connection with Amendment No. 9.

The foregoing description of Amendment No. 9 is a summary and is qualified in its entirety by reference to Amendment No. 9, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.