Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 8-K

_______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2024

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SELECTQUOTE, INC.

(Exact name of registrant as specified in its charter)

_____________________________________


Delaware	001-39295	94-3339273
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6800 West 115th Street, Suite 2511
Overland Park, Kansas 66211
(Address of principal executive offices) (Zip code)

(913) 599-9225
(Registrant’s telephone number, including area code)

No change since last report
(Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

SLQT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement

On October 15, 2024, SelectQuote, Inc. (the “Company”) entered into an Eleventh Amendment (the “Eleventh Amendment”) to its Credit Agreement, dated as of November 5, 2019 (as previously amended, the “Credit Agreement” and as further amended by the Eleventh Amendment, the “Amended Agreement”), with Wilmington Trust, National Association, as resigning administrative agent, Ares Capital Corporation, as successor administrative agent, UMB Bank, N.A., as revolver agent; and certain of the Company’s existing lenders. The Eleventh Amendment amends the Credit Agreement to, among other things, (1) extend the scheduled maturity date of existing term loans (2) permit certain modifications to the asset coverage ratio and minimum liquidity covenant that the company is required to maintain compliance with and (3) allow the Company to enter into the ABS Facility (the “ABS Facility”) described below.

Following the Eleventh Amendment until the fiscal quarter ending September 30, 2026, the term loans under the Amended Agreement will accrue cash and PIK interest on amounts drawn ranging (A) at a rate per annum equal to either (a) SOFR (subject to a floor of 3.00%) plus 6.0% to 6.50% or (b) a base rate plus 5.0% to 5.50%, at the Company’s option for cash interest and (B) at a rate per annum equal 0%-3% for PIK interest, in each case depending on the aggregate principal amount of term loans outstanding on the calculation date. The interest rate may increase after September 30, 2026 as set forth in the Amended Agreement if the Company fails to achieve certain milestones set forth in the Amended Agreement.

The obligations of the Company under the Amended Agreement continue to be guaranteed by certain of the Company’s subsidiaries, and secured by a security interest in all assets of the Company, subject to certain exceptions detailed in the Amended Agreement and related ancillary documentation. In connection with the Eleventh Amendment, three of the Company’s subsidiaries, SelectRx KS, LLC, SelectQuote MSO, LLC, and SQ Care Management, LLC, became guarantors of the Amended Agreement.

The foregoing description of the Eleventh Amendment does not purport to be complete and is qualified in its entirety by reference to the terms of the Eleventh Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Warrants

On October 15, 2024, the Company issued warrants to purchase 5,568,360 shares of common stock (the “Warrants”) of the Company, in the aggregate, to certain of the Company’s existing lenders. A copy of the form of such Warrants is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Note Purchase Agreement

On October 15, 2024, the Company and certain of its subsidiaries, including special purpose entities created in connection with the ABS Facility, entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with the purchasers party thereto (the “Purchasers”). Pursuant to the Note Purchase Agreement, a wholly-owned indirect subsidiary of the Company, SQ ABS Issuer, LLC (the “Issuer”) issued $60,000,000 of senior secured 7.80% Class A Notes and $40,000,000 of senior secured 9.65% Class B Notes (together, the “Notes”) to the Purchasers. The Notes are secured by a pool of commission receivables sold to the Issuer and are solely obligations of the Issuer and its special purpose holding company, SQ ABS Holdings, LLC.

In connection with the ABS Facility, additional commission receivables and other compensation payable to the Company and its affiliates by insurance carriers were transferred to other special purpose wholly-owned indirect subsidiaries of the Company (the “Contract Parties”). The Contract Parties entered into, or assumed, carrier agreements to which SelectQuote Insurance Services and Tiburon Insurance Services, LLC were previously a party. The Contract Party agreements are on substantially similar terms to the legacy agreements, and SelectQuote Insurance Services and Tiburon Insurance Services, LLC, as servicers, will administer the Contract Party agreements pursuant to a servicing agreement.

The foregoing description of the Note Purchase Agreement and related ABS Facility does not purport to be complete and is qualified in its entirety by reference to the terms of the Note Purchase Agreement, which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference under this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuances of common stock pursuant to the Warrants are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided by Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure.

On October 16, 2024, the Company issued a press release announcing that the parties entered into the transactions described herein. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description of Exhibit
10.1			Eleventh Amendment to Credit Agreement
10.2			Form of Issued Warrant
99.1			Press Release dated October 16, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SELECTQUOTE, INC.

Date: October 16, 2024	By:	/s/ Daniel A. Boulware
	Name:	Daniel A. Boulware
	Title:	General Counsel and Secretary

Exhibit 10.1

ELEVENTH AMENDMENT TO CREDIT AGREEMENT

THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of October 15, 2024, by and among SELECTQUOTE, INC., a Delaware corporation, as the Borrower, the other Credit Parties party hereto, the Eleventh Amendment Consenting Lenders (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as the resigning administrative agent (in such capacity, the “Resigning Administrative Agent”), and ARES CAPITAL CORPORATION, as the successor administrative agent (in such capacity, the “Successor Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto, the Resigning Administrative Agent and UMB Bank, N.A., as Revolver Agent are parties to that certain Credit Agreement, dated as of November 5, 2019 (as amended by that certain First Amendment dated as of February 24, 2021, that certain Second Amendment dated as of November 2, 2021, that certain Third Amendment, dated as of December 23, 2021, that certain Successor Agent Agreement dated as of February 24, 2022, that certain Fourth Amendment to Credit Agreement, dated as of August 26, 2022, that certain Fifth Amendment to Credit Agreement, dated as of May 5, 2023, that certain Sixth Amendment to Credit Agreement, dated as of September 11, 2023, that certain Seventh Amendment to Credit Agreement, dated as of November 1, 2023, that certain Eighth Amendment to Credit Agreement, dated as of February 7, 2024, that certain Ninth Amendment to Credit Agreement, dated as of May 8, 2024, and that certain Tenth Amendment to Credit Agreement, dated as of September 12, 2024, the “Credit Agreement”, and as further amended by this Agreement, the “Amended Credit Agreement”);

WHEREAS, the Resigning Administrative Agent desires to resign as Administrative Agent (as defined in the Credit Agreement) effective as of the Agency Replacement Time (as defined below); pursuant to Section 8.9 of the Credit Agreement, the Resigning Administrative Agent hereby gives notice to the Lenders and the Borrower thereof; and the Eleventh Amendment Consenting Lenders party hereto which constitute the Required Lenders, with the consent of the Borrower, desire to appoint the Successor Administrative Agent as the Administrative Agent under the Credit Agreement and the other Loan Documents effective as of the Agency Replacement Time (the “Agency Replacement”);

WHEREAS, Section 1.13 of the Credit Agreement permits the Lenders of any Existing Term Loan Tranche (“Existing Term Loan Tranche Lenders”), upon request of the Borrower, to (x) extend the scheduled Term Loan Maturity Date with respect to all or a portion of such Existing Term Loan Tranche by exchanging all or such portion of such Existing Term Loan Tranche into Extended Term Loans and (y) amend the Credit Agreement without the consent of any other Lenders to establish the Extended Term Loans, in each case, pursuant to the procedures described therein;

WHEREAS, each Existing Term Loan Tranche Lender party hereto (an “Exchanging Term Loan Lender”) has agreed, subject to the terms and conditions set forth herein, to exchange its existing Term Loans for Extended Term Loans on the terms herein (the “Eleventh Amendment Consenting Term Loans”), on a cashless basis, and to effectuate related amendments to the Credit Agreement, in each case, in accordance with the Credit Agreement;

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders under the Credit Agreement immediately prior to the effectiveness of this Agreement consent to the amendment of certain terms and provisions of the Credit Agreement as set forth herein, and the incurrence of the Eleventh Amendment Consenting Term Loans; and

WHEREAS, the Administrative Agent and the Lenders party hereto (including the Exchanging Term Loan Lenders) which constitute Required Lenders under the Credit Agreement immediately prior to the effectiveness of this Agreement (the “Eleventh Amendment Consenting Lenders”) consent, and the Administrative Agent and the Eleventh Amendment Consenting Lenders have agreed pursuant to Section 9.1 of the Credit Agreement to so consent, to the amendment of certain terms and provisions of the Credit Agreement as set forth herein immediately after giving effect to the Agency Replacement, including the incurrence of the Eleventh Amendment Consenting Term Loans, and thereby agree to be bound by the terms of the Amended Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

SECTION 1. Terms Generally. The rules of construction set forth in Section 11.2 of the Amended Credit Agreement shall apply mutatis mutandis to this Agreement. This Agreement shall be a “Loan Document” for all purposes of the Credit Agreement, the Amended Credit Agreement and the other Loan Documents. Capitalized terms used but not defined herein have the meanings assigned thereto in the Amended Credit Agreement.

SECTION 2. Resignation and Appointment of Administrative Agent and other Administrative Matters. On the date of this Agreement, the Borrower and the Eleventh Amendment Consenting Lenders party hereto agree that:

(a) The Resigning Administrative Agent hereby resigns as Administrative Agent under the Credit Agreement and the other Loan Documents, effective upon the entry into this Agreement and that certain Agency Resignation, Appointment and Assumption Agreement, dated of the date hereof, by and among the Resigning Administrative Agent, the Successor Administrative Agent, the Borrower and the other Credit Parties party thereto (the “Successor Agency Agreement” and, the date of such agreement, the “Agency Replacement Time”). Effective as of the Agency Replacement Time, the Resigning Administrative Agent’s rights, powers, duties (other than such rights, powers and duties otherwise agreed to in the Successor Agency Agreement and other than such rights that survive pursuant to the terms of the Credit Documents) as Administrative Agent shall be terminated, without any further act or deed on the part of the Resigning Administrative Agent or any of the parties to the Credit Agreement or the Lenders.

(b) Effective as of the Agency Replacement Time, (i) the Eleventh Amendment Consenting Lenders party hereto hereby appoint the Successor Administrative Agent as the Administrative Agent under the Credit Agreement and the other Loan Documents, (ii) the Successor Administrative Agent hereby accepts its appointment as the Administrative Agent under the Credit Agreement and any other Loan Documents, (iii) the Borrower hereby consents to the appointment of the Successor Administrative Agent, (iv) the Successor Administrative Agent, as the Administrative Agent, shall succeed to, and be vested with, all of the rights, powers and

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duties of the Administrative Agent under the Credit Agreement and any other Loan Documents and (v) the Successor Administrative Agent shall succeed to, and be vested with, all of the rights, powers and duties of the “Administrative Agent” and/or “Agent” under the Credit Agreement and any other Loan Documents.

(c)Each of the Eleventh Amendment Consenting Lenders party hereto hereby authorizes the Borrower, the Resigning Administrative Agent and the Successor Administrative Agent to make any filings and enter into any documentation or amendments to existing Loan Documents with respect to the Agency Replacement deemed reasonably necessary or desirable by the Borrower, the Successor Administrative Agent, the Resigning Administrative Agent and the Required Lenders without the consent of any other Lender (the “Agency Transfer Documents”).

(d)The Borrower and each of the Eleventh Amendment Consenting Lenders party hereto hereby waives any prior notice requirement under Section 8.9 of the Credit Agreement and agrees that the Agency Replacement shall be effective at the Agency Replacement Time.

(e)After giving effect to the Agency Replacement, the provisions of Article IX, Section 9.5 and Section 9.6 of the Credit Agreement shall inure to the benefit of the Resigning Administrative Agent as to any actions taken or omitted to be taken by it in its capacity as Administrative Agent while it was the Administrative Agent.

SECTION 3. Amendments to Credit Agreement. Effective as of the Eleventh Amendment Effective Date (as defined below), immediately after giving effect to the Agency Replacement, in reliance upon the representations and warranties of the Credit Parties set forth in the Amended Credit Agreement, the other Loan Documents and this Agreement, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto.

Each of Schedule 6.1 and Annex B as referenced in the Amended Credit Agreement is attached hereto.

Each of the Eleventh Amendment Consenting Lenders (including all Revolving Lenders as of the date of this Agreement) hereby authorizes and directs the Administrative Agent to execute this Agreement.

SECTION 4. Conditions to Effectiveness of the Amendments Set Forth in the Amended Credit Agreement. This Agreement and the amendments set forth in the Amended Credit Agreement shall become effective on the first date when each of the following conditions precedent shall have been satisfied:

(i)Borrower shall have reimbursed the Resigning Administrative Agent, the Successor Administrative Agent and the Eleventh Amendment Consenting Lenders for all reasonable and documented fees, costs and expenses incurred in connection with the

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Credit Agreement and this Agreement, to the extent invoiced at least one (1) Business Day prior to the Eleventh Amendment Effective Date.

(ii)This Agreement shall have been duly executed and delivered by the Borrower, the Resigning Administrative Agent, the Successor Administrative Agent and each Eleventh Amendment Consenting Lender.

(iii)The representations and warranties by any Credit Party contained herein, in the Amended Credit Agreement or in any other Loan Document shall be true and correct in all material respects as of the Eleventh Amendment Effective Date with the same effect as though made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which event such representations and warranties shall be true and correct in all material respects on and as of such earlier date; provided, however, that, any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(iv)No Default or Event of Default has occurred and is continuing or would result from giving effect to the transactions set forth in this Agreement.

(v)Substantially contemporaneously with the Eleventh Amendment Effective Date, the Borrower shall have issued to certain of the Eleventh Amendment Consenting Lenders, or their designees, warrants to purchase 5,568,360 shares of common stock of the Borrower in the aggregate, which warrants shall be in form and substance reasonably acceptable to the Required Lenders (the “Warrants”) and shall be allocated among such Eleventh Amendment Consenting Lenders, or their designees, as set forth on Schedule I.

(vi)Substantially contemporaneously with the Eleventh Amendment Effective Date, (a) SQ ABS Issuer, LLC (the “ABS Issuer”) shall have entered into that certain Note Purchase Agreement, dated as of the Eleventh Amendment Effective Date (the “ABS NPA”), with each Person party thereto as a “Purchaser” (collectively, the “ABS Purchasers”), which shall be in form and substance satisfactory to the Required Lenders and pursuant to which the ABS Purchasers shall purchase from the ABS Issuer, and the ABS Issuer shall agree to issue to the ABS Purchasers, $60,000,000 aggregate principal amount of Class A Asset-Backed Notes and $40,000,000 aggregate principal amount of Class B Asset-Backed Notes (collectively, the “ABS Notes”), subject to the terms and conditions contained therein, (b) the ABS Issuer shall have entered into that certain Indenture, dated as of the Eleventh Amendment Effective Date (the “ABS Indenture”), with UMB Bank, National Association, as Indenture Trustee, as Paying Agent, as Securities Intermediary and as Note Registrar, and (c) all other documentation required by the ABS NPA and the ABS Indenture, all of which shall be in form and substance satisfactory to the Required Lenders (collectively, the “ABS Documentation”).

(vii)Substantially contemporaneously with and immediately upon the occurrence of the Eleventh Amendment Effective Date, the Borrower shall prepay a portion of the Term Loans held by certain of the Eleventh Amendment Consenting Lenders as set forth on Schedule II (the “Partial Prepayment”).

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(viii)Substantially contemporaneously with the Eleventh Amendment Effective Date, the Credit Parties shall have caused insurance carrier contracts governing at least 87.4% of the “senior back-book” Commission Receivables of the Borrower and its Subsidiaries in the aggregate to be contributed to the applicable SPV Subsidiaries and shall have obtained all necessary consents from such insurance carriers in connection therewith.

(ix)Substantially contemporaneously with the Eleventh Amendment Effective Date, but immediately prior to the Agency Replacement Time, the Credit Parties shall have repaid in full all Term Loans held by Lenders that are not Eleventh Amendment Consenting Lenders (the “Eleventh Amendment Non-Consenting Lenders”), which Eleventh Amendment Non-Consenting Lenders and the principal amount of Term Loans held by such Eleventh Amendment Non-Consenting Lenders are set forth on Schedule III.

(x)The Administrative Agent shall have received, on behalf of itself and each Lender, a written opinion of (i) Wachtell, Lipton, Rosen & Katz LLP, as counsel for the Credit Parties, and (ii) Ballard Spahr LLP, as Pennsylvania counsel for the Credit Parties, in each case in each case, (A) addressed to the Administrative Agent and the Lenders party hereto, (B) in form and substance reasonably satisfactory to the Administrative Agent, and (C) dated the Eleventh Amendment Effective Date.

(xi)The Administrative Agent shall have received for each Credit Party, incumbency certificates of the officers of each such Credit Party executing this Agreement, certified as of the Eleventh Amendment Effective Date by such Person’s corporate secretary or an assistant secretary or other authorized signatory as being true, accurate, correct and complete, together with such Credit Party’s (a) charter, articles and/or certificate of formation and all amendments thereto (or a certification that there have been no amendments or modifications to, or waivers of, such documents since the Fourth Amendment Effective Date), (b) bylaws or operating agreement, as applicable, together with all amendments thereto (or a certification that there have been no amendments or modifications to, or waivers of, such documents since the Fourth Amendment Effective Date), (c) resolutions of such Credit Party’s Board of Directors or members, as applicable, approving and authorizing the execution, delivery and performance of this Agreement and the transactions and amendments to be consummated in connection therewith, each of the foregoing items (a)-(c) certified as of the Eleventh Amendment Effective Date by such Credit Party’s corporate secretary or an assistant secretary or other authorized signatory as being in full force and effect without any modification or amendment, together with good standing certificates (including verification of tax status, if applicable) in its jurisdiction of incorporation/formation, each dated a recent date prior to the Eleventh Amendment Effective Date.

(xii)The Administrative Agent shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower substantially in the form attached to the Credit Agreement as Annex A.

(xiii)The Administrative Agent shall have received a customary officer’s certificate executed by a Responsible Officer of the Borrower confirming satisfaction of the conditions set forth in Sections 4(iii) and (iv).

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The first date on which all the forgoing conditions set forth in this Section 4 shall have been satisfied shall be the “Eleventh Amendment Effective Date”.

SECTION 5. Representations and Warranties. As of the date hereof, each Credit Party hereto hereby represents and warrants to the Administrative Agent and each Lender that is party to this Agreement as follows:

(i)Each Credit Party and each of its Subsidiaries is a corporation, limited liability company or limited partnership, as applicable, duly organized or formed, as applicable, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable.

(ii)The execution and delivery of this Agreement, and performance of this Agreement and the Amended Credit Agreement by each of the Credit Parties party thereto:

(a)have been duly authorized by all necessary action;

(b)do not contravene the terms of any of that Credit Party’s Organization Documents;

(c)do not (x) conflict with or result in any breach or contravention of or (y) result in the creation of any Lien under, in each case, any document (other than under the Collateral Documents or as permitted under the Amended Credit Agreement) evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; and

(d)do not violate any Requirement of Law;

except in each case referred to in clause (c) or clause (d), to the extent that such conflict, breach, contravention or violation would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(iii)No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution and delivery or performance by, or enforcement against, any Credit Party of this Agreement or the Amended Credit Agreement, except for (a) recordings and filings in connection with the Liens granted to the Administrative Agent under the Collateral Documents, (b) those obtained or made on or prior to the Eleventh Amendment Effective Date or (c) those approvals, consents, exemptions, authorizations, or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

(iv)This Agreement and the Amended Credit Agreement constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability and (b) the need for recordings and filings in connection with the Liens granted to the Administrative Agent under the Collateral Documents.

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SECTION 6. Prepayment of Term Loans; Agent Authorization.

Each Eleventh Amendment Consenting Lender hereby consents to (i) the Partial Prepayment on the Eleventh Amendment Effective Date and (ii) the repayment in full of the Non-Consenting Lender Term Loans immediately prior to the Agency Replacement Time, but substantially concurrently with the Eleventh Amendment Effective Date, in each case pursuant to the terms of this Agreement. Upon the Eleventh Amendment Effective Date, the Successor Administrative Agent is hereby authorized to update the Register to reflect the Partial Prepayment.

Within one (1) Business Day of the Eleventh Amendment Effective Date, the Loan Parties shall pay to the Successor Administrative Agent all accrued and unpaid interest on the Term Loans being repaid pursuant to the Partial Prepayment.

SECTION 7. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be, from and after the Eleventh Amendment Effective Date, references to the Amended Credit Agreement.

SECTION 8. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of electronic records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9. Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of each Credit Party, the Administrative Agent, the Revolver Agent, the Lenders and their respective successors and assigns, except as otherwise provided in the Amended Credit Agreement and the other Loan Documents; provided that any assignment by any Lender shall be subject to the provisions of Section 9.9 of the Amended Credit Agreement; provided, further, that no Credit Party may assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder except as permitted under the Amended Credit Agreement.

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SECTION 10. Governing Law and Jurisdiction.

(i) Governing Law. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including its validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest).

(ii) Submission to Jurisdiction. Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the Southern District of New York and, by execution and delivery of this Agreement, each of the parties hereto executing this Agreement hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(iii) Service of Process. Each party hereto hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with this Agreement by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of such party specified in the Amended Credit Agreement (and shall be effective when such mailing shall be effective, as provided therein). Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(iv) Non-Exclusive Jurisdiction. Nothing contained in this Section 10 shall affect the right of any Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

SECTION 11. Waiver of Jury Trial. THE PARTIES HERETO, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT AND ANY TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

SECTION 12. Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

SECTION 13. Captions. The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

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SECTION 14. Reaffirmation. Each of the Credit Parties hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect to this Agreement) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations (after giving effect to this Agreement). Each of the Credit Parties party hereto hereby consents to this Agreement and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Revolver Agent, the L/C Issuer or the Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

SECTION 15. Release.

(i) As of the date of this Agreement, each Credit Party and each of their respective Subsidiaries (collectively, the “Releasors”), to the fullest extent permitted by law, hereby releases, and discharges the Administrative Agent, the Revolver Agent, each Lender and each of its or their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, and the successors and assigns of the foregoing (collectively, the “Released Parties”), from any and all claims, actions, causes of action, suits, defenses, set-offs against the Obligations, and liabilities of any kind or character whatsoever, known or unknown, contingent or matured, suspected or unsuspected, anticipated or unanticipated, liquidated or unliquidated, claimed or unclaimed, in contract or in tort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of usury, which relate, in whole or in part, directly or indirectly, to the Loans, the Loan Documents, the Obligations, the Collateral or this Agreement, in each case, which existed, arose or occurred at any time prior to the date of this Agreement, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and this Agreement, any claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality or usury (collectively, the “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date of this Agreement, all of which are released by the provisions hereof in favor of the Released Parties.

(ii) Each Releasor acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Agreement, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent, the Revolver Agent and the Lenders under the Loan

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Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent, the Revolver Agent or the Lenders, for or in connection with the Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as provided in this Agreement.

(iii) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Agreement, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent, the Revolver Agent and each Lender that it understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all dealings in connection therewith.

(iv) In making the releases set forth in this Agreement, each Releasor acknowledges that it has not relied upon any representation of any kind made by any Released Party.

(v) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Agreement shall not be deemed or construed as an admission of liability by any of the Released Parties and each of the Administrative Agent and the Revolver Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.

SECTION 16. Tax Matters.

SECTION 17.

(i) For U.S. federal (and applicable state and local) income tax purposes, the parties hereto shall treat the transactions contemplated by this Agreement as follows, and shall not take any contrary position unless required to do so by a change in law or a “determination” as defined in Section 1313(a) of the Code or, for state or local purposes, a determination of equivalent finality (provided that under no circumstances shall the Borrower take such a contrary position without first providing reasonable notice to the Eleventh Amendment Consenting Lenders):

(a) On the Eleventh Amendment Effective Date, but after the issuance of the ABS Notes and the Partial Prepayment, this agreement shall be treated as causing a “significant modification” (within the meaning of Section 1.1001-3 of the U.S. Treasury Regulations) of the Pre-Existing Term Loans held by the Eleventh Amendment Consenting Lenders. As a result, the Eleventh Amendment Consenting Lenders shall be treated as exchanging their Pre-Existing Term Loans for (1) the Eleventh Amendment Consenting Term Loans and (2) the Warrants.

(b) The “issue price” of the debt instruments issued in exchange for the Pre-Existing Term Loans shall be determined under Section 1.1273-2(c) of the U.S. Treasury

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Regulations. For this purpose, the parties currently intend, absent a material change in circumstances, to determine under Section 1.1273-2(f)(5)(ii) of the U.S. Treasury Regulations that the fair market value of the Pre-Existing Term Loans is equal to their face value.

(c) The Eleventh Amendment Consenting Term Loans and the Warrants shall be issued as an “investment unit” within the meaning of Section 1273(c)(2) of the Code and Section 1.1273-2(h) of the U.S. Treasury Regulations. For this purpose, the fair market value of the Warrants shall be determined by the Borrower (in consultation with the Eleventh Amendment Consenting Lenders) within 60 days of the original issue date of the Warrants and the “issue price” of the Eleventh Amendment Consenting Term Loans under Section 1273(b) of the Code shall be determined by taking into account the fair market value of the Warrants in the manner required by Section 1.1273-2(h)(1) of the U.S. Treasury Regulations.

(d) The Eleventh Amendment Consenting Term Loans shall be treated as issued in “registered form” within the meaning of Section 5f.103-1(c) of the U.S. Treasury Regulations and no part of the interest payable with respect thereto shall be treated as contingent interest of a type described in Section 871(h)(4) of the Code.

(ii) For U.S. federal (and applicable state and local) income tax purposes, the Borrower shall not take any position inconsistent with the following tax treatment unless required to do so by a change in law or a “determination” as defined in Section 1313(a) of the Code or, for state or local purposes, a determination of equivalent finality (provided that under no circumstances shall the Borrower take such a contrary position without first providing reasonable notice to the Eleventh Amendment Consenting Lenders):

(a) The exchange described in Section 16(i)(A) shall be treated as a “recapitalization” of the Borrower within the meaning of Section 368(a)(1)(E) of the Code, and the Pre-Existing Term Loans, the Eleventh Amendment Consenting Term Loans and the Warrants shall be treated as “securities” within the meaning of Section 354(a) of the Code.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date set forth above.


SELECTQUOTE, INC., a Delaware corporation, as the Borrower
By:			/s/ Daniel A. Boulware
			Name: Daniel A. Boulware
			Title: Secretary

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CHOICEMARK INSURANCE SERVICES, INC. EXPRESS MED PHARMACEUTICALS, INC. INSIDERESPONSE LLC POPULATION HEALTH, INC. SELECTQUOTE AUTO & HOME INSURANCE SERVICES, LLC SELECTQUOTE INSURANCE SERVICES SELECTQUOTE VENTURES, INC. SIMPLE MEDS, LLC TIBURON INSURANCE SERVICES, LLC, as Subsidiary Guarantors
By:			/s/ Daniel A. Boulware
			Name: Daniel A. Boulware
			Title: Secretary