Exhibit 10.1

Execution Version

AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT

dated as of

January 27, 2020,

among

FOCUS FINANCIAL PARTNERS, LLC,

as the Borrower,

THE LENDERS PARTY HERETO,

and

ROYAL BANK OF CANADA,
as Term Administrative Agent, Collateral Agent and Fronting Bank

RBC CAPITAL MARKETS,*

SUNTRUST ROBINSON HUMPHREY, INC.,

BMO CAPITAL MARKETS CORP.,

BOFA SECURITIES, INC.,

CAPITAL ONE, NATIONAL ASSOCIATION,

FIFTH THIRD SECURITIES,

GOLDMAN SACHS BANK USA,

MUFG BANK, LTD.,

REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK

and

KKR CAPITAL MARKETS LLC,

as Lead Arrangers and Bookrunners

* RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT

This AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT, dated as of January 27, 2020 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), ROYAL BANK OF CANADA, as term administrative agent and collateral agent (in such capacities, the “Term Administrative Agent”) under the Credit Agreement referred to below, each Repricing Participating Lender (as defined below) party hereto and the Fronting Bank (as defined below).

RECITALS:

WHEREAS, reference is made to the First Lien Credit Agreement, dated as of July 3, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among the Borrower, the lenders or other financial institutions or entities from time to time party thereto and the Term Administrative Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement), pursuant to which the Lenders made Tranche B-2 Term Loans to the Borrower on the Amendment No. 4 Effective Date in an aggregate initial principal amount of $803,000,000 and additional Tranche B-2 Term Loans to the Borrower on the Amendment No. 5 Effective Date in an aggregate initial principal amount of $350,000,000;

WHEREAS, the Borrower has requested Replacement Term Loans and Replacement Term Loan Commitments in an aggregate principal amount of $1,139,187,324.00 (the “Tranche B-3 Term Loans”; the Replacement Term Loan Commitments in respect of such Tranche B-3 Term Loans, the “Tranche B-3 Term Loan Commitments”; and the Repricing Participating Lenders (as defined below) with Tranche B-3 Term Loan Commitments and any permitted assignees thereof, the “Tranche B-3 Term Loan Lenders”), which will be available on the Amendment No. 6 Effective Date (as defined below) to refinance all Tranche B-2 Term Loans outstanding under the Existing Credit Agreement immediately prior to effectiveness of this Amendment (the “Existing Term Loans”) and which Tranche B-3 Term Loans shall constitute Replacement Term Loans and Term Loans (as applicable) for all purposes of the Credit Agreement and the other Credit Documents;

WHEREAS, each Lender holding Existing Term Loans under the Existing Credit Agreement immediately prior to effectiveness of this Amendment (each, an “Existing Term Lender”) executing and delivering a notice of participation in the Tranche B-3 Term Loans in the form attached as Exhibit A hereto (a “Tranche B-3 Participation Notice”) and electing the cashless settlement option therein (each such Existing Term Lender in such capacity and with respect to the Existing Term Loans so elected, a “Converting Lender” and, together with each other Person executing and delivering a Tranche B-3 Participation Notice or otherwise providing a Tranche B-3 Term Loan Commitment, the “Repricing Participating Lenders”) shall be deemed to have exchanged on the Amendment No. 6 Effective Date the aggregate outstanding principal amount of its Existing Term Loans under the Existing Credit Agreement for an equal aggregate principal amount of Tranche B-3 Term Loans under the Credit Agreement;

WHEREAS, Royal Bank of Canada agrees to act as fronting bank for the syndication of the Tranche B-3 Term Loans (in such capacity, the “Fronting Bank”), and the Fronting Bank will purchase, and the Existing Term Lenders that execute and deliver a Tranche B-3 Participation Notice and elect the cash settlement option therein (the “Non-Converting Lenders”) will sell to the Fronting Bank, immediately prior to effectiveness of this Amendment, the Existing Term Loans then held by the Non-Converting Lenders (the Existing Term Loans described in this recital, the “Participating Cash Settlement Term Loans”);

WHEREAS, the Fronting Bank will fund, on the Amendment No. 6 Effective Date, an aggregate principal amount of Tranche B-3 Term Loans equal to the aggregate outstanding principal amount of the Existing Term Loans of Existing Term Lenders that do not execute and deliver a Tranche B-3 Participation Notice (the “Non-Participating Lenders”), the proceeds of which shall be used on the Amendment No. 6 Effective Date to refinance such outstanding Existing Term Loans of the Non-Participating Lenders (the Existing Term Loans described in this recital, the “Non-Participating Cash Settlement Term Loans” and, together with the Participating Cash Settlement Term Loans, the “Reallocated Term Loans”);

WHEREAS, (a) to the extent there exist (1) any Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Amendment No. 6 Effective Date such Participating Cash Settlement Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-3 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Amendment No. 6 Effective Date proceeds of Tranche B-3 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (b) the Tranche B-3 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans shall promptly (but not later than 30 days following the Amendment No. 6 Effective Date (or such later date as may be agreed to by the Fronting Bank in its sole discretion)) thereafter be purchased by the applicable Repricing Participating Lenders (such Repricing Participating Lenders, other than Existing Term Lenders, the “New Lenders”), Non-Converting Lenders, and Existing Term Lenders that have elected to purchase additional Tranche B-3 Term Loans, each in accordance with such Repricing Participating Lenders’ respective Tranche B-3 Participation Notice and as allocated by the Lead Arrangers (as defined below) hereunder (in each case, subject to the prior written consent of the Borrower);

WHEREAS, contemporaneously with the effectiveness of the Tranche B-3 Term Loan Commitments on the Amendment No. 6 Effective Date, the Borrower wishes to (a) make certain amendments to the Existing Credit Agreement to provide for the incurrence of the Tranche B-3 Term Loans and (b) make certain other modifications to the Existing Credit Agreement set forth herein; and

WHEREAS, this Amendment constitutes a Permitted Repricing Amendment, and the Borrower is hereby notifying the Term Administrative Agent that it is requesting the establishment of Replacement Term Loans pursuant to Section 13.1 of the Existing Credit Agreement.

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

“Amendment No. 6” means Amendment No. 6 to this Agreement, dated as of January 27, 2020 among the Borrower, the Term Administrative Agent, the Collateral Agent and the lenders party thereto.

“Amendment No. 6 Effective Date” has the meaning assigned to such term in Amendment No. 6.

“Tranche B-3 Term Loan Commitments” has the meaning assigned to such term in Amendment No. 6.

“Tranche B-3 Term Loan Lender” shall mean a Lender with a Tranche B-3 Term Loan Commitment or an outstanding Tranche B-3 Term Loan.

“Tranche B-3 Term Loan Maturity Date” shall mean July 3, 2024 or, if such date is not a Business Day, the immediately preceding Business Day.

“Tranche B-3 Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(b).

“Tranche B-3 Term Loan Repayment Date” shall have the meaning provided in Section 2.5(b).

“Tranche B-3 Term Loans” has the meaning assigned to such term in Amendment No. 6.

(i)       Each reference to “Tranche B-2 Term Loan” and “Tranche B-2 Term Loans”, as applicable, contained in the definition of “Repricing Transaction” set forth in Section 1.1 of the Existing Credit Agreement, Section 2.5(a), Section 2.7, Section 2.14(d), Section 5.1(b), Section 5.2(c) and 13.1 is replaced with a reference to “Tranche B-3 Term Loan” or “Tranche B-3 Term Loans”, as appropriate;

(ii)      Each reference to “Tranche B-2 Term Loan Commitment” and “Tranche B-2 Term Loan Commitments”, as applicable, contained in the definition of “Total Term Loan Commitment” set forth in Section 1.1 of the Existing Credit Agreement is replaced with a reference to “Tranche B-3 Term Loan Commitment” or “Tranche B-3 Term Loan Commitments”, as appropriate;

(iii)     Each reference to “Tranche B-2 Term Loan Lender” and “Tranche B-2 Term Loan Lenders”, as applicable, contained in Section 2.5(a), Section 2.5(b) and Section 5.2(c) is replaced with a reference to “Tranche B-3 Term Loan Lender” or “Tranche B-3 Term Loan Lenders”, as appropriate;

(iv)     Each reference to “Tranche B-2 Term Loan Maturity Date” contained in the definition of “Maturity Date” set forth in Section 1.1 of the Existing Credit Agreement, Section 2.5(a), Section 2.5(b), Section 2.14(d), Section 2.14(g), Section 10.5(c) and Section 13.1 is replaced with a reference to “Tranche B-3 Term Loan Maturity Date”;

(v)      Each reference to “Tranche B-2 Term Loan Repayment Amount” and “Tranche B-2 Term Loan Repayment Amounts”, as applicable, contained in the definition of “Repayment Amount” set forth in Section 1.1 of the Existing Credit Agreement, Section 2.5(b), Section 5.1(a) and Section 13.1 is replaced with a reference to “Tranche B-3 Term Loan Repayment Amount” or “Tranche B-3 Term Loan Repayment Amounts”, as appropriate; and

(vi)     Each reference to “Tranche B-2 Term Loan Repayment Date” contained in Section 2.5(b) and Section 13.1 is replaced with a reference to “Tranche B-3 Term Loan Repayment Date”.

“(a)      in connection with the Tranche B-3 Term Loans, (1) for LIBOR Loans, 2.00% and (2) for ABR Loans, 1.00%; and”.

“(i) Subject to the terms and conditions set forth herein and in Amendment No. 6, each Tranche B-3 Term Loan Lender with a Tranche B-3 Term Loan Commitment severally agrees to make (or exchange, as applicable) on the Amendment No. 6 Effective Date, a Tranche B-3 Term Loan to the Borrower denominated in Dollars in an amount equal to such Tranche B-3 Term Loan Lender’s Tranche B-3 Term Loan Commitment. The Borrower may make only one borrowing under the Tranche B-3 Term Loan Commitments, which shall be on the Amendment No. 6 Effective Date. Amounts borrowed under this Section 2.1(i) and repaid or prepaid may not be reborrowed. Tranche B-3 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.”

“(g) The Tranche B-3 Term Loan Commitments shall terminate immediately and without further action on the Amendment No. 6 Effective Date after giving effect to the funding of the Tranche B-3 Term Loans on such date.”

“and (f) the Tranche B-3 Term Loans to refinance in full all the Tranche B-2 Term Loans outstanding on the Amendment No. 6 Effective Date and to pay related fees and expenses.”

“Notwithstanding anything in this Agreement to the contrary, if the LIBOR Screen Rate for any LIBOR Quoted Currency is no longer available or the syndicated loan market has otherwise adopted a replacement rate therefor, then the Borrower and the Administrative Agent may amend this Agreement in order to adopt a broadly accepted replacement rate and make any other changes necessary or advisable (in their good faith determination) to reflect such adoption. Such amendment shall become effective without any further action or consent of any Lender or other Person so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero.”

“13.24.    Acknowledgement Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee or otherwise, for hedge agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)       In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)       As used in this Section 13.24, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

i. a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

ii. a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

iii. a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).”

and warranty that is qualified by “material”, “material adverse effect” or a similar term, in all respects), in each case, on and as of the Amendment No. 6 Effective Date with the same effect as though such representations and warranties had been made on and as of the Amendment No. 6 Effective Date, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representation and warranty that is qualified by “material”, “material adverse effect” or a similar term, in all respects) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment No. 6 Effective Date or would result from the consummation of this Amendment and the transactions contemplated hereby.

punitive or consequential damages; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification obligations set forth in Section 13.5 of the Credit Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

[Signature Page to Amendment No. 6 to First Lien Credit Agreement]

[Signature Page to Amendment No. 6 to First Lien Credit Agreement]

[Signature Page to Amendment No. 6 to First Lien Credit Agreement]

FOCUS FINANCIAL PARTNERS, LLC

Tranche B-3 Participation Notice

Ladies and Gentlemen:

Reference is made to Amendment No. 6 (the “Amendment”) to that certain First Lien Credit Agreement, dated as of July 3, 2017 (as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among, inter alia, FOCUS FINANCIAL PARTNERS, LLC (the “Borrower”), the Lenders party thereto from time to time and ROYAL BANK OF CANADA, as term administrative agent (in such capacity, the “Term Administrative Agent”). Unless otherwise specified herein, capitalized terms used but not defined herein are used as defined in the Amendment.

By delivery of this letter agreement (this “Tranche B-3 Participation Notice”), each of the undersigned (each a “Repricing Participating Lender”), hereby irrevocably consents to the Amendment and the amendment of the Credit Agreement contemplated thereby and (check as applicable):

Name of Repricing Participating Lender:

_____________________________________________

Amount of Existing Term Loans of such Repricing Participating Lender:

$____________________

- Exhibit A-

Amendment No. 6 Effective Date) purchase (via assignment and assumption) an equal amount of Tranche B-3 Term Loans and (ii) represents and warrants to the Term Administrative Agent that it has the organizational power and authority to execute, deliver and perform its obligations under this Tranche B-3 Participation Notice and the Amendment (including, without limitation, with respect to any exchange contemplated hereby) and has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Tranche B-3 Participation Notice and the Amendment.

[Signature Page Follows]

- Exhibit A-

- Exhibit A-

- Schedule 1.1(c) -