Form 8-K

 

 

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 10, 2018

 

 

SVMK INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

 

 

Delaware   001-38664   80-0765058

(State or other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

One Curiosity Way, San Mateo, California 94403

(Address of Principal Executive Offices, Including Zip Code)

(650) 543-8400

(Registrant’s Telephone Number, Including Area Code)

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

On October 10, 2018, SVMK Inc., a Delaware corporation (the “Company”), entered into a Refinancing Facility Agreement (the “Refinancing Agreement”) pursuant to which the Amended and Restated Credit Agreement, dated as of April 13, 2017 (the “Existing Credit Agreement”), by and among the Company, SurveyMonkey Inc., a wholly-owned subsidiary of the Company, as the borrower (“SurveyMonkey”), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, was amended and restated in its entirety (as so amended and restated, the “Restated Credit Agreement”).

The Restated Credit Agreement provides for a $220.0 million term loan facility that was issued at par and a $75.0 million revolving loan facility, with a $25.0 million letter of credit sublimit and a $5.0 million swingline loan sublimit. The Restated Credit Agreement contains an expansion option permitting SurveyMonkey, subject to the satisfaction of certain requirements, to arrange with existing lenders and/or new lenders for them to provide new revolving and/or term loan commitments up to an aggregate amount equal to $50.0 million plus an amount that will not result in the Company’s first lien secured leverage ratio exceeding a specified threshold. Proceeds of loans made under the Restated Credit Agreement may be used for working capital and general corporate purposes.

Upon the closing of the Restated Credit Agreement, after giving effect to the borrowings made on the closing date under the Restated Credit Agreement, SurveyMonkey had outstanding $220.0 million in principal amount of term loans and no outstanding revolving loans. The new term loan, together with cash on hand, was used to repay or refinance principal, interest and fees under the existing term loan and revolving loan facilities provided by the Existing Credit Agreement and fees and expenses payable in connection with the closing of the Restated Credit Agreement.

Revolving loans bear interest, at SurveyMonkey’s option, at the base rate plus a spread of 0.75% to 1.50% or an adjusted LIBO Rate (based on one week or one, two, three or six-month interest periods) plus a spread of 1.75% to 2.50%, in each case with such spread being determined based on the Company’s leverage ratio for the preceding four fiscal quarter period. Term loans bear interest, at SurveyMonkey’s option, at the base rate plus a spread of 2.75% or the adjusted LIBO Rate plus a spread of 3.75%. The base rate means the highest of JPMorgan Chase Bank, N.A.’s prime rate, the federal funds rate plus a margin equal to 0.50% and the adjusted LIBO Rate for the relevant interest period plus a margin equal to 1.00%.    Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period (or at each three month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted LIBO Rate. SurveyMonkey is also obligated to pay other customary closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees for a credit facility of this size and type.

Term loans will be repaid in quarterly principal installments of $550,000, with any remaining principal, together with all accrued and unpaid interest, due and payable on October 10, 2025. SurveyMonkey may borrow, repay and reborrow funds under the revolving loan facility until October 10, 2023, at which time the revolving facility will terminate, and all outstanding loans under such facility, together with all accrued and unpaid interest, must be repaid. Amounts not borrowed under the revolving facility will be subject to a commitment fee, to be paid in arrears on the last day of each fiscal quarter, ranging from 0.250% to 0.375% per annum determined based on the Company’s leverage ratio for the preceding four fiscal quarter period.

SurveyMonkey’s obligations under the Restated Credit Agreement are guaranteed by the Company and certain of its subsidiaries meeting materiality thresholds set forth in the Restated Credit Agreement. The obligations of SurveyMonkey and the guarantors are secured by substantially all of their respective assets, subject to certain exceptions and limitations. On the closing date for the Restated Credit Agreement, there were no subsidiary guarantors.


The Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements and enter into sale and leaseback transactions, in each case subject to customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance with a leverage ratio, determined in accordance with the terms of the Restated Credit Agreement.

The Restated Credit Agreement includes customary events of default that include, among other things, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Restated Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Restated Credit Agreement at a per annum rate equal to 2.00% above the otherwise applicable interest rate.

Certain of the lenders under the Restated Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing descriptions of the Refinancing Agreement and the Restated Credit Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated by reference.

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

The information set forth in Item 1.01 above is incorporated herein by reference.

 

Item 8.01

Other Events.

On October 10, 2018, the Company issued a press release announcing that it has entered into the Refinancing Agreement and the Restated Credit Agreement. A copy of the press release is attached as Exhibit 99.1.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

 

10.1    Refinancing Facility Agreement, dated as of October  10, 2018, by and among SurveyMonkey Inc., as borrower, SVMK Inc., as guarantor, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
10.2    Second Amended and Restated Credit Agreement, dated as of October  10, 2018, by and among SurveyMonkey Inc., as borrower, SVMK Inc., as guarantor, the lenders party thereto and JPMorgan Chase Bank, N.A.
99.1    Press release issued by SurveyMonkey Inc. entitled “SurveyMonkey Amends Credit Facility, Reduces Debt By Over $100M” dated October 10, 2018.


SIGNATURES

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

 

Dated: October 12, 2018     SVMK INC.
    By:  

/s/ Timothy J. Maly

     

Timothy J. Maly

Chief Financial Officer and Chief Operating Officer

EX-10.1

Exhibit 10.1

EXECUTION VERSION

REFINANCING FACILITY AGREEMENT, dated as of October 10, 2018 (this “Refinancing Facility Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 13, 2017 (as otherwise amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”), among SURVEYMONKEY INC., a Delaware corporation (the “Borrower”), SVMK INC., a Delaware corporation (“Holdings”), the lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Agent”).

Pursuant to the Existing Credit Agreement, on the First Refinancing Facility Agreement Effective Date (as defined in the Existing Credit Agreement), (i) the Term Lenders made Term Loans to the Borrower (the “Existing Term Loans”) and (ii) the Revolving Lenders provided Revolving Commitments to the Borrower (the “Existing Revolving Commitments”).

Holdings, the Borrower and the Subsidiary Loan Parties are party to one or more of the Security Documents, pursuant to which, among other things, Holdings and the Subsidiary Loan Parties guaranteed the Obligations of the Borrower under the Existing Credit Agreement and provided security therefor.

The Borrower has requested that the Existing Credit Agreement be amended and restated to (i) replace the Existing Revolving Commitments outstanding immediately prior to the effectiveness of this Refinancing Facility Agreement in their entirety with new Revolving Commitments (as defined in the Amended and Restated Credit Agreement (as defined below)) in an aggregate principal amount equal to $75,000,000 (the “New Revolving Commitments”), which New Revolving Commitments shall have the same terms as the Existing Revolving Commitments, other than to the extent expressly provided otherwise in this Refinancing Facility Agreement or the Amended and Restated Credit Agreement, (ii) establish new Term Loans under the Amended and Restated Credit Agreement in an aggregate principal amount of $220,000,000 (the “New Term Loans”), which New Term Loans shall have the same terms as the Existing Term Loans, other than to the extent expressly provided otherwise in this Refinancing Facility Agreement or the Amended and Restated Credit Agreement and (iii) effect certain other changes to the Existing Credit Agreement as set forth in the Amended and Restated Credit Agreement.

The New Term Loans will be comprised of Refinancing Term Loans in an aggregate principal amount equal to $220,000,000, which Refinancing Term Loans, together with cash on hand of Holdings and its Subsidiaries, will refinance in full the Existing Term Loans.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein (including in the recitals hereto) shall have the meanings given to them in the Amended and Restated Credit Agreement. The rules of interpretation set forth in Section 1.03 (Terms Generally) of the Amended and Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.


SECTION 2. New Revolving Commitments. (a) Each Person that has executed and delivered a signature page to this Refinancing Facility Agreement as a “New Revolving Lender” (the “New Revolving Lenders”) hereby agrees to (i) provide a New Revolving Commitment in the amount set forth opposite such Person’s name on Schedule 2.01 attached hereto under the heading “Revolving Commitment” (the “New Revolving Commitments”) on the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement and (ii) the terms of the Amended and Restated Credit Agreement.

(b) Subject to the terms and conditions set forth herein, effective as of the Refinancing Facility Agreement Effective Date, all Revolving Commitments in effect under the Existing Credit Agreement immediately prior to the Refinancing Facility Agreement Effective Date will be terminated. The Borrower shall, on the Refinancing Facility Agreement Effective Date, pay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, all interest and fees accrued to the Refinancing Facility Agreement Effective Date with respect to (i) such Revolving Commitments, (ii) any outstanding Revolving Loans and (iii) any outstanding Swingline Loans. Each Lender party to the Existing Credit Agreement that had a Revolving Commitment thereunder immediately prior to the effectiveness of this Refinancing Facility Agreement but that does not have a New Revolving Commitment set forth on Schedule 2.01 hereto immediately following the effectiveness of this Refinancing Facility Agreement is herein referred to as an “Exiting Revolving Lender” and will no longer be a Revolving Lender under the Amended and Restated Credit Agreement. Upon the effectiveness of this Refinancing Facility Agreement, each of the Exiting Revolving Lenders, solely in their capacities as Revolving Lenders under the Existing Credit Agreement with respect to Revolving Commitments and Revolving Loans thereunder, shall cease to be a party to the Existing Credit Agreement and shall be released from all further obligations thereunder in respect of the Revolving Commitments thereunder; provided, however, that such Exiting Revolving Lenders shall continue to be entitled to the benefits (in accordance with the Existing Credit Agreement) of Sections 2.15, 2.16, 2.17, 2.18 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Refinancing Facility Agreement Effective Date in respect of their Revolving Commitments and Revolving Loans under the Existing Credit Agreement. The Agent and each of the Lenders hereto hereby waive (i) the requirement that the Borrower provide advance notice of the termination of the Revolving Commitments in effect under the Existing Credit Agreement pursuant to Section 2.08 of the Existing Credit Agreement and (ii) the requirement that the Borrower provide advance notice of the prepayment of any existing Revolving Loans pursuant to Section 2.11 of the Existing Credit Agreement.

(c) On the Refinancing Facility Agreement Effective Date, (i) the Borrower shall prepay to the Agent, for the accounts of the Revolving Lenders with Revolving Commitments immediately prior to the Refinancing Facility Agreement Effective Date under the Existing Credit Agreement, the aggregate outstanding principal amount of the Revolving Loans made to the Borrower (the “Existing Borrowings”) immediately prior to the effectiveness of this Refinancing Facility Agreement and (ii) the Borrower shall pay to the Exiting Revolving

 

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Lenders the amounts, if any, payable under Section 2.16 of the Existing Credit Agreement as a result of such prepayment to the extent any Exiting Lender has made a demand in writing therefor at least one Business Day prior to the Refinancing Facility Agreement Effective Date. Each New Revolving Lender party hereto that had a Revolving Commitment under the Existing Credit Agreement immediately prior to the effectiveness of this Refinancing Facility Agreement hereby waives any payment of any amounts pursuant to Section 2.16 of the Existing Credit Agreement as a result of the transactions contemplated hereby.

(d) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement Effective Date, for all purposes of the Loan Documents, (i) the New Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” under the Amended and Restated Credit Agreement and (ii) each Revolving Loan in respect of such New Revolving Commitments shall constitute a “Revolving Loan” and a “Loan” under the Amended and Restated Credit Agreement. Each Letter of Credit outstanding immediately prior to the Refinancing Facility Agreement Effective Date shall constitute a Letter of Credit issued pursuant to the Amended and Restated Credit Agreement and each New Revolving Lender shall be deemed to have acquired a participation in each such Letter of Credit as set forth in Section 2.05 of the Amended and Restated Credit Agreement. Each New Revolving Lender acknowledges and agrees that, as of and on the Refinancing Facility Agreement Effective Date, it shall be a “Lender” and a “Revolving Lender” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

SECTION 3. New Term Loans.

(a) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, each Person party hereto whose name is set forth on Schedule 2.01 attached hereto under the heading “Term Lender” (each such Person, a “Term Lender”), agrees, severally and not jointly, to make a New Term Loan to the Borrower on the Refinancing Facility Agreement Effective Date in an aggregate principal amount equal to the Term Commitment of such New Term Lender set forth on Schedule 2.01 hereto, by (x) funding such New Term Loans in cash in the amount indicated with respect to such Term Lender in such Schedule 2.01 (any such Term Lender, to the extent required to fund its New Term Loans in cash, a “New Term Lender”) and/or (y) converting into an equivalent principal amount of New Term Loans such principal amounts of such Term Lender’s Existing Term Loans as are indicated with respect to such Term Lender in such Schedule 2.01 (any such Term Lender, to the extent required to make its New Term Loans pursuant to such conversions, a “Converting Term Lender”) (the commitment of each Term Lender to make New Term Loans, including pursuant to such conversions, in the amounts set forth with respect to such Lender on Schedule 2.01 attached hereto, the “New Term Commitment” of such Term Lender and, collectively for all the Term Lenders, the “New Term Commitments”; any such Existing Term Loans converted into New Term Loans, the “Converted Loans”). No Term Lender shall be responsible for any other Term Lender’s failure to make New Term Loans.

 

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(b) Subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, effective as of the Refinancing Facility Agreement Effective Date, for all purposes of the Loan Documents, (i) the New Term Commitments shall constitute “Term Commitments” under the Amended and Restated Credit Agreement, (ii) the New Term Loans shall constitute “Term Loans” and “Loans” under the Amended and Restated Credit Agreement and (iii) each Term Lender shall become, or continue to be, as applicable, a “Term Lender” and a “Lender” under the Amended and Restated Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Amended and Restated Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders. The proceeds of the New Term Loans shall be used by the Borrower solely for the purposes described in the recitals hereto.

(c) Upon the effectiveness of this Refinancing Facility Agreement, each of the Term Lenders, solely in their capacities as Lenders under the Existing Credit Agreement with respect to Existing Term Loans, shall cease to be a party to the Existing Credit Agreement and shall be released from all further obligations thereunder in respect of the Existing Term Loans; provided, however, that such Lenders shall continue to be entitled to the benefits (in accordance with the Existing Credit Agreement) of Sections 2.15, 2.16, 2.17, 2.18 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Refinancing Facility Agreement Effective Date in respect of the Existing Term Loans (other than Converted Loans).

(d) Each Term Lender that has delivered a signature page to this Refinancing Facility Agreement and each Term Lender, by delivering its signature page to this Refinancing Facility Agreement, shall be deemed to have agreed and consented to the amendment and restatement of the Existing Credit Agreement in the form of the Amended and Restated Credit Agreement as contemplated hereby and to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Agent or any Class of Lenders on the Refinancing Facility Agreement Effective Date.

(e) Upon the effectiveness of this Refinancing Facility Agreement and subject to Section 3(f) below, the Existing Term Loans outstanding immediately prior to the Refinancing Facility Agreement Effective Date (other than the Converted Loans) shall be prepaid in full by the Borrower on the Refinancing Facility Agreement Effective Date, together with any funding losses payable in accordance with Section 2.16 of the Existing Credit Agreement. The Agent and each of the Lenders hereto hereby waive the requirement that the Borrower provide advance notice of such prepayment pursuant to Section 2.11 of the Existing Credit Agreement.

(f) Notwithstanding anything herein or in the Amended and Restated Credit Agreement to the contrary, (i) on the Refinancing Facility Agreement Effective Date, (x) the Borrower shall pay all accrued and unpaid interest with respect to the Existing Term Loans outstanding immediately prior to such date and (y) all Converted Term Loans outstanding as of such date and the New Term Loans shall have an initial Interest Period as set forth in the Borrowing Request required to be delivered pursuant to Section 6 below (which may begin on the Refinancing Facility Agreement Effective Date and end on October 31, 2018 with the LIBO Rate for such initial Interest Period being deemed to be equivalent to the LIBO Rate for the Borrowing of Eurocurrency Loans pursuant to the Notice of Borrowing dated September 28, 2018 given pursuant to the Existing Credit Agreement) and (ii) the Converting Term Lenders hereby waive (x) the notice requirements of Section 2.07 of the Existing Credit Agreement with

 

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respect to the conversion of the interest rate applicable to the Converted Term Loans and the Borrowing of the New Term Loans and (y) any indemnity claim for breakage costs under Section 2.16 of the Existing Credit Agreement in connection with the repayment of interest and the conversion to a new Interest Period on the Refinancing Facility Agreement Effective Date as described above.

(g) For purposes of this Refinancing Facility Agreement, the New Term Loans shall constitute Refinancing Term Loans under the Existing Credit Agreement and shall be deemed to have been incurred immediately prior to the amendment and restatement of the Existing Credit Agreement.

(h) For the avoidance of doubt, the aggregate principal amount of Term Loans to be outstanding on the Refinancing Facility Agreement Effective Date after giving effect to the transactions contemplated hereby shall be $220,000,000.

SECTION 4. Amendment and Restatement of Existing Credit Agreement. Effective as of the Refinancing Facility Agreement Effective Date:

(a) The Existing Credit Agreement is hereby amended and restated in its entirety in the form of the Amended and Restated Credit Agreement set forth as Annex I hereto (the Existing Credit Agreement as so amended and restated is referred to herein as the “Amended and Restated Credit Agreement”).

(b) All exhibits to the Existing Credit Agreement shall be amended and restated in the forms attached hereto.

(c) All schedules to the Existing Credit Agreement shall be amended and restated in the forms attached to the Disclosure Letter as defined in the Amended and Restated Credit Agreement.

(d) The amendment and restatement of the Existing Credit Agreement shall be deemed to occur immediately upon the incurrence of the Refinancing Term Loans described in Section 3 hereof and immediately prior to the incurrence of the New Revolving Commitments.

SECTION 5. Representations and Warranties. In order to induce the other parties hereto to enter into this Refinancing Facility Agreement, each of Holdings and the Borrower represents and warrants to each of the Lenders party hereto and the Agent that (a) this Refinancing Facility Agreement has been duly authorized, executed and delivered by the Borrower and Holdings, and this Refinancing Facility Agreement constitutes a legal, valid and binding obligation of each such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in equity or at law), (b) after giving effect to this Refinancing Facility Agreement, the representations and warranties of the Borrower and each other Loan Party set forth in Article III of the Amended and Restated Credit Agreement and in each other Loan Document are true and correct (i) in the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects and (ii) otherwise, in all

 

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material respects, in each case on and as of the Refinancing Facility Agreement Effective Date, except to the extent that such representations and warranties relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date and (c) as of the Refinancing Facility Agreement Effective Date, after giving effect to this Refinancing Facility Agreement, no Default or Event of Default has occurred and is continuing.

SECTION 6. Conditions Precedent to Effectiveness. The effectiveness of this Refinancing Facility Agreement shall be subject to the satisfaction or waiver by the New Revolving Lenders and the New Term Lenders of the following conditions precedent (the date on which such conditions precedent are first satisfied or waived, the “Refinancing Facility Agreement Effective Date”):

(a) The Agent shall have received counterparts of this Refinancing Facility Agreement that, when taken together, bear the signatures of (i) the Borrower and Holdings, (ii) the Agent, (iii) each of the New Revolving Lenders, (iv) each of the New Term Lenders and (v) each of the Converting Term Lenders (which, for the avoidance of doubt, together with the New Term Lenders, constitute the Required Lenders under the Existing Credit Agreement).

(b) Holdings shall have used cash on hand of Holdings and its Subsidiaries to repay Revolving Loans and Term Loans under the Existing Credit Agreement such that the outstanding principal amount of such Loans immediately after giving effect to this Refinancing Facility Agreement is not greater than $250,000,000 in the aggregate.

(c) The Agent shall have received a favorable written opinion (addressed to the Agent, the Lenders and the Issuing Banks and dated the Refinancing Facility Agreement Effective Date) of Wilson Sonsini Goodrich & Rosati, special counsel for the Loan Parties, in customary form and substance reasonably satisfactory to the Agent.

(d) The Agent shall have received a copy of (i) each organizational document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors (or equivalent body or sole member, as applicable) of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Refinancing Facility Agreement Effective Date by its secretary or an assistant secretary as being in full force and effect, and (iv) a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

(e) The Agent shall have received a certificate, dated the Refinancing Facility Agreement Effective Date and signed by the chief executive officer or the chief financial officer of each of Holdings and the Borrower, confirming that the representations and warranties set forth in Section 5 above are true and correct on and as of the Refinancing Facility Agreement Effective Date.

 

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(f) The Agent shall have received from the Borrower payment in immediately available funds of (i) all fees and other amounts required to be paid on the Refinancing Facility Agreement Effective Date pursuant to the Engagement Letter dated as of September 28, 2018 (the “Engagement Letter”), among the Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and SunTrust Bank and the Administrative Agent Fee Letter dated as of September 28, 2018, by and between the Borrower and JPMorgan Chase Bank, N.A., (ii) all reasonable out-of-pocket expenses required to be paid pursuant to the Engagement Letter or Section 9 hereof, in each case, to the extent invoiced at least one Business Day prior to the Refinancing Facility Agreement Effective Date, (iii) an upfront fee, for the account of each New Revolving Lender party hereto, in an amount equal to (a) 0.15% of the aggregate principal amount of such Lender’s New Revolving Commitment up to the aggregate amount of such Lender’s existing Revolving Commitments under the Existing Credit Agreement, if any, and (b) 0.50% of the aggregate principal amount of such Lender’s New Revolving Commitment to the extent in excess of the amount of such Lender’s existing Revolving Commitments under the Existing Credit Agreement, if any, and (iv) the aggregate principal amount of all Existing Term Loans (other than Converted Term Loans) and Existing Borrowings, together with all accrued and unpaid interest and fees with respect to all Term Loans, Revolving Loans and Revolving Commitments outstanding on the Refinancing Facility Agreement Effective Date immediately prior to giving effect to this Refinancing Facility Agreement.

(g) The Collateral and Guarantee Requirement shall continue to be satisfied as of the Refinancing Facility Agreement Effective Date and the Agent shall have received (i) a completed Perfection Certificate dated the Refinancing Facility Agreement Effective Date and signed by a Financial Officer of each of Holdings and the Borrower, together with all attachments contemplated thereby and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to Holdings, the Borrower and the Subsidiary Loan Parties in the jurisdictions contemplated by the Perfection Certificate.

(h) The Agent shall have received a certificate, substantially in the form of Exhibit G to the Existing Credit Agreement, from the chief financial officer of Holdings certifying as to the solvency of Holdings and its subsidiaries on a consolidated basis on the Refinancing Facility Agreement Effective Date after giving effect to the transactions contemplated hereby.

(i) The Agent shall have received all documentation and other information about the Loan Parties as has been reasonably requested by the Agent at least five Business Days prior to the Refinancing Facility Agreement Effective Date and that it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(j) To the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Refinancing Facility Agreement Effective Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.

(k) The Agent shall have received a Borrowing Request pursuant to Section 2.03 of the Amended and Restated Credit Agreement.

 

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SECTION 7. Reaffirmation of Guarantee and Security. (a) The Borrower and each other Loan Party, by its signature below, hereby (i) agrees that, notwithstanding the effectiveness of this Refinancing Facility Agreement, the Security Documents continue to be in full force and effect and (ii) affirms and confirms its guarantee of the Obligations (after giving effect to this Refinancing Facility Agreement) and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations (after giving effect to this Refinancing Facility Agreement), all as provided in the Security Documents as originally executed (and giving effect to this Refinancing Facility Agreement), and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended and Restated Credit Agreement (after giving effect to this Refinancing Facility Agreement) and the other Loan Documents.

(b) The Borrower and each other Loan Party hereby consents to this Refinancing Facility Agreement and the transactions contemplated hereby. Neither this Refinancing Facility Agreement nor the effectiveness of the Amended and Restated Credit Agreement nor the transactions contemplated hereby or thereby discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the Refinancing Facility Agreement Effective Date in favor of the Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing contained herein or in the Amended and Restated Credit Agreement shall be construed as a novation or a termination of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as expressly set forth herein or as modified hereby (including by the Amended and Restated Credit Agreement).

(c) Except as expressly set forth herein or in the Amended and Restated Credit Agreement, this Refinancing Facility Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan Document in similar or different circumstances. After the Refinancing Facility Agreement Effective Date, as used in the Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Amended and Restated Credit Agreement and any reference to the Existing Credit Agreement in any Loan Document shall mean the Existing Credit Agreement as amended and restated hereby.

 

8


SECTION 8. Reference to and Effect on the Existing Credit Agreement and the Other Loan Documents.

(a) This Refinancing Facility Agreement shall constitute a “Refinancing Facility Agreement” pursuant to Section 2.24 of the Existing Credit Agreement under, and for all purposes of, the Existing Credit Agreement and the other Loan Documents. This Refinancing Facility Agreement shall be a Loan Document as defined in the Existing Credit Agreement and the Amended and Restated Credit Agreement.

(b) This Refinancing Facility Agreement shall constitute the written notice required under Section 2.24(a) of the Credit Agreement.

SECTION 9. Expenses. The Borrower and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Agent in connection with this Refinancing Facility Agreement (including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Moore LLP).

SECTION 10. Counterparts. This Refinancing Facility Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Refinancing Facility Agreement by facsimile transmission, “.pdf” or similar electronic format shall be as effective as delivery of a manually signed counterpart of this Refinancing Facility Agreement.

SECTION 11. Governing Law; Jurisdiction; WAIVER OF JURY TRIAL; Etc. The provisions of Sections 9.09 (Governing Law; Jurisdiction; Consent to Service of Process) and 9.10 (WAIVER OF JURY TRIAL) of the Existing Credit Agreement shall apply to this Refinancing Facility Agreement, mutatis mutandis.

SECTION 12. Headings. The headings of this Refinancing Facility Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of page intentionally left blank]

 

 

9


IN WITNESS WHEREOF, the parties hereto have caused this Refinancing Facility Agreement to be duly executed by their duly authorized officers, all as of the date first above written.

 

SURVEYMONKEY INC., as Borrower,
  By  

/s/ Timothy Maly

    Name: Timothy Maly
   

Title: Chief Operating Officer, Chief

          Financial Officer and Treasurer

SVMK INC., as Holdings,
  By  

/s/ Timothy Maly

   

Name: Timothy Maly

   

Title: Chief Operating Officer, Chief

          Financial Officer and Treasurer

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

 

JPMORGAN CHASE BANK, N.A., as a New Term Lender, a New Revolving Lender and as Agent and Issuing Bank,
  By  

/s/ Nicolas Gitron-Beer

    Name: Nicolas Gitron-Beer
    Title: Executive Director

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

 

BANK OF AMERICA, N.A., as a New Revolving Lender and Issuing Bank,
   
  By  

/s/ Janet Fong

    Name: Janet Fong
    Title: VP
  By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a New Revolving Lender and Issuing Bank,
  By  

/s/ Jesse Mason

    Name: Jesse Mason
    Title: Director
  By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

 

SUNTRUST BANK, as a New Revolving Lender and Issuing Bank,
  By  

/s/ Tom Mangum

    Name: Tom Mangum
    Title: Director

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a New Revolving Lender and Issuing Bank,
  By  

/s/ Whitney Gaston

    Name: Whitney Gaston
    Title: Authorized Signatory
  By  

/s/ John D. Toronto

    Name: John D. Toronto
    Title: Authorized Signatory

 

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

Name of Lender: AGF Floating Rate Income Fund,

By: Eaton Vance Management as Portfolio Manager

      By  

/s/ Michael Brotthof

    Name: Michael Brotthof
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

Name of Lender: American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds,

By: Sound Point Capital Management, LP as Sub-Advisor

      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Axis Specialty Limited,
 

By: Voya Investment Management Co. LLC,

        as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

Name of Lender: BAIN CAPITAL CREDIT CLO 2016-2, LIMITED,

By: Bain Capital Credit CLO Advisors, LP, as Portfolio Manager

      By  

/s/ Andrew Viens

    Name: Andrew Viens
    Title: Executive Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


      SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SURVEYMONKEY INC. AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

         Name of Lender: Baloise Senior Secured Loan Fund III,

         By: Octagon Credit Investors, LLC

                as Sub Investment Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
         For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Blackstone / GSO Long-Short Credit Income Fund,
  BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
      By  

/s/ Thomas Iannarone

    Name: Thomas Iannarone
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Blackstone / GSO Senior Floating Rate Term Fund,
  By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
      By  

/s/ Thomas Iannarone

    Name: Thomas Iannarone
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: BLACKSTONE/GSO STRATEGIC CREDIT FUND,
  BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
      By  

/s/ Thomas Iannarone

    Name: Thomas Iannarone
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Bowman Park CLO, Ltd.,
  By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
      By  

/s/ Thomas Iannarone

    Name: Thomas Iannarone
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Brighthouse Funds Trust I – Brighthouse/Eaton Vance Floating Rate Portfolio,
  BY: Eaton Vance Management as Investment Sub-Advisor
      By  

/s/ Michael Brotthof

    Name: Michael Brotthof
    Title:   Vice President
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: California Public Employees’ Retirement System,
  BY: Voya Investment Management Co. LLC, as its investment manager
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title:   Vice President
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: CBAM 2017-1, LTD.,
      By  

/s/ Christopher Cutter

    Name:  Christopher Cutter
    Title:   Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: CBAM 2017-2, LTD.,
      By  

/s/ Christopher Cutter

    Name:  Christopher Cutter
    Title:   Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: CBAM 2017-3, LTD.,
      By  

/s/ Christopher Cutter

    Name: Christopher Cutter
    Title:   Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: CBAM 2017-4, LTD.,
      By  

/s/ Christopher Cutter

    Name:  Christopher Cutter
    Title:   Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: CBAM 2018-5, LTD.,
      By  

/s/ Christopher Cutter

    Name:  Christopher Cutter
    Title:   Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: CBAM 2018-6, LTD.,
      By  

/s/ Christopher Cutter

    Name:  Christopher Cutter
    Title:   Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: CBAM 2018-7, Ltd.,
      By  

/s/ Christopher Cutter

    Name:  Christopher Cutter
    Title:   Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: CBAM Loan Opportunities Funding LLC,
 

By: CBAM CLO Management LLC

as Portfolio Manager

 

      By  

/s/ Christopher Cutter

    Name:  Christopher Cutter
    Title:   Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: City of New York Group Trust,
 

BY: Voya Investment Management Co. LLC as its investment manager

      By  

/s/ Jason Esplin

    Name:  Jason Esplin
    Title:   Vice President
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Commonwealth of Pennsylvania, Treasury Department – Tuition Account Program,

 

BY: Sound Point Capital Management, LP as Investment Advisor

      By  

/s/ Alvin Mai

    Name:  Alvin Mai
    Title:   Operations Associate
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Crown Point CLO III, Ltd.,
  by Pretium Partner LLC, as its Collateral Manager
      By  

/s/ John D’Angelo

    Name:  John D’Angelo
    Title:   Sr. Portfolio Manager
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Cumberland Park CLO Ltd.,
  By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
      By  

/s/ Thomas Iannarone

    Name:  Thomas Iannarone
    Title:   Authorized Signatory
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Eastspring Investments US Bank Loan Special Asset Mother Investment Trust [Loan Claim],
  By: PPM America, Inc., as Delegated Manager
      By  

/s/ Tim Kane

    Name:  Tim Kane
    Title:   Vice President
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


   

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT

AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Eaton Vance CLO 2013-1 LTD.,
 

BY: Eaton Vance Management

Portfolio Manager

      By  

/s/ Michael Brotthof

    Name:  Michael Brotthof
    Title:   Vice President
  For any Lender requiring a second signature line:
      By  
   

 

Name:

    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Eaton Vance CLO 2014-1R, Ltd.,
 

By: Eaton Vance Management

As Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Eaton Vance CLO 2015-1 Ltd.,

 

By: Eaton Vance Management

 

Portfolio Manager

    By  

/s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Eaton Vance Floating Rate Portfolio,   
  BY: Boston Management and Research as Investment Advisor   
    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Eaton Vance Floating-Rate Income Plus Fund,
  BY: Eaton Vance Management as Investment Advisor
    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Eaton Vance Floating-Rate Income Trust,
  BY: Eaton Vance Management as Investment Advisor
    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Eaton Vance Institutional Senior Loan Fund,

     BY: Eaton Vance Management as Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio,

     BY: Eaton Vance Management as Investment Advisor

    By  

/s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Eaton Vance Limited Duration Income Fund,

     By: Eaton Vance Management as Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Eaton Vance Senior Floating-Rate Trust,

     BY: Eaton Vance Management as Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Eaton Vance Senior Income Trust,

     BY: Eaton Vance Management as Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Eaton Vance Short Duration Diversified Income Fund,

     BY: Eaton Vance Management as Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust,

     By: Eaton Vance Management as Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Eaton Vance VT Floating-Rate Income Fund,

     BY: Eaton Vance Management as Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Florida Power & Light Company,

     By: Eaton Vance Management as Investment Advisor

    By  

  /s/ Michael Brotthof

      Name: Michael Brotthof
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust,

     By: PPM America, Inc., as sub-advisor

    By  

  /s/ Tim Kane

      Name: Tim Kane
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

JPMORGAN CHASE BANK, N.A.

  By  

/s/ Sean Chudzik, Asc.

    Name: Sean Chudzik, Asc.
    Title: Authorized Signatory

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Kaiser Foundation Hospitals,

     By: Sound Point Capital Management, LP as Manager

    By  

  /s/ Alvin Mai

      Name: Alvin Mai
      Title: Operations Associate
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Kaiser Permanente Group Trust,

     By: Sound Point Capital Management, LP as Manager

    By  

  /s/ Alvin Mai

      Name: Alvin Mai
      Title: Operations Associate
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: LCM 26 Ltd.,

 

By: LCM Asset Management LLC

    By  

  /s/ Alexander B. Kenna

      Name: Alexander B. Kenna
      Title: Authorized Signatory
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: LCM Loan Income Fund I Ltd.,

     By: LCM Asset Management LLC

     as Collateral Manager

   
        By  

  /s/ Alexander B. Kenna

      Name: Alexander B. Kenna
      Title: Authorized Signatory
 

      For any Lender requiring a second signature line:

        By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: LCM XIII Limited Partnership,

  By: LCM Asset Management LLC
  As Collateral Manager
    By  

  /s/ Alexander B. Kenna

      Name: Alexander B. Kenna
      Title: Authorized Signatory
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: LCM XIV Limited Partnership,

     By: LCM Asset Management LLC

     As Collateral Manager

 
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XIX Limited Partnership,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XV Limited Partnership,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XVI Limited Partnership,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XVII Limited Partnership,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XVIII Limited Partnership,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XX Limited Partnership,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XXI Limited Partnership,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XXII Ltd.,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XXIII Ltd.,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XXIV Ltd.,
  By: LCM Asset Management LLC
  As Collateral Manager
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: LCM XXV Ltd.,
  By: LCM Asset Management LLC
  As Collateral Manager
   
      By  

/s/ Alexander B. Kenna

    Name: Alexander B. Kenna
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Medtronic Holding Switzerland GMBH,

 

By: Voya Investment Management Co. LLC

       as its investment manager

   
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: NewMark Capital Funding 2014-2 CLO Ltd. By Pretium,

      By  

/s/ John D’Angelo

    Name: John D’Angelo
    Title: Sr. Portfolio Manager

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: NN (L) Flex – Senior Loans,

       BY: Voya Investment Management Co. LLC, as its investment manager

 
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President

      For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: NN (L) Flex – Senior Loans Select,

Voya Investment Management Co. LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners 18-R, Ltd.,

By: Octagon Credit Investors, LLC

as Collateral Manager

      By  

/s/ Kimberly Wong Lem

    Name: Jason Esplin
    Title: Vice President, Portfolio Administration

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners 25, Ltd.,

By: Octagon Credit Investors, LLC as Collateral Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners 26, Ltd.,

By: Octagon Credit Investors, LLC as Portfolio Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Octagon Investment Partners 27, Ltd.,

     By: Octagon Credit Investors, LLC as Collateral Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners 29, Ltd.,

By: Octagon Credit Investors, LLC as Investment Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners 30, Ltd.,

By: Octagon Credit Investors, LLC

as Collateral Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners 31, Ltd.,

By: Octagon Credit Investors, LLC

as Collateral Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners 32, LTD.,

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners XIV, Ltd.,

BY: Octagon Credit Investors, LLC

as Collateral Manager

 
      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners XV, Ltd.,

By: Octagon Credit Investors, LLC

as Collateral Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners XVII, Ltd.,

BY: Octagon Credit Investors, LLC

as Collateral Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Octagon Investment Partners XXII, Ltd.,

By: Octagon Credit Investors, LLC

as Collateral Manager

                  By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
            For any Lender requiring a second signature line:
                  By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Octagon Paul Credit Fund Series I, Ltd.,

     BY: Octagon Credit Investors, LLC

     as Portfolio Manager

      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Pacific Select Fund Floating Rate Loan Portfolio,

     BY: Eaton Vance Management as Investment Sub-Advisor

      By  

/s/ Michael Brotthof

    Name: Michael Brotthof
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: PPM Floating Rate Income Fund, a series of the PPM Funds,

By: PPM America, Inc.,

as agent and investment adviser on behalf of the Fund

                  By  

/s/ Tim Kane

    Name: Tim Kane
    Title: Vice President
            For any Lender requiring a second signature line:
                  By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender : Privilege Underwriters Reciprocal Exchange,
  By: Sound Point Capital Management, LP as Manager
      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: PURE Insurance Company,
  By: Sound Point Capital Management, LP as Manager
      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Schlumberger Group Trust Agreement,

     By: Voya Investment Management Co. LLC

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Senior Debt Portfolio,

     BY: Boston Management and Research as Investment Advisor

      By  

/s/ Michael Brotthof

    Name: Michael Brotthof
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Bean Creek CLO, Ltd

      By  

/s/ Zackery Sizemore

    Name: Zackery Sizemore
    Title: Trader
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Clear Creek CLO, Ltd

      By  

/s/ Zackery Sizemore

    Name: Zackery Sizemore
    Title: Trader
 

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Deer Creek CLO, Ltd

      By  

/s/ Zackery Sizemore

    Name: Zackery Sizemore
    Title: Trader
 

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Mill Creek CLO II, Ltd

      By  

/s/ Zackery Sizemore

    Name: Zackery Sizemore
    Title: Trader
 

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Silver Creek CLO, Ltd

      By  

/s/ Zackery Sizemore

    Name: Zackery Sizemore
    Title: Trader
 

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Sound Point CLO IX, Ltd.,

      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
 

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Sound Point CLO X, Ltd.,

     By: Sound Point Capital Management, LP as Collateral Manager

      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
 

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Sound Point CLO XII, Ltd.,

     By: Sound Point Capital Management, LP as Collateral Manager

      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
 

For any Lender requiring a second signature line:

      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: SOUND POINT CLO XVI, LTD.,

     By: Sound Point Capital Management, LP as Collateral Manager

      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Sound Point Senior Floating Rate Master Fund, L.P.,

     BY: Sound Point Capital Management, LP as Investment Advisor

      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Star Insurance Company,
  By: Octagon Credit Investors, LLC as Investment Manager
      By  

/s/ Kimberly Wong Lem

    Name: Kimberly Wong Lem
    Title: Vice President, Portfolio Administration
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: State of New Mexico State Investment Council,

     BY: Voya Investment Management Co. LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Stewart Park CLO, Ltd.,
  BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
      By  

/s/ Thomas Iannarone

    Name: Thomas Iannarone
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Taconic Park CLO Ltd.,
  By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
      By  

/s/ Thomas Iannarone

    Name: Thomas Iannarone
    Title: Authorized Signatory
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

   Name of Lender: Teamsters Pension Trust Fund of Philadelphia & Vicinity,
   BY: Sound Point Capital Management, LP as Investment Advisor
      By  

/s/ Alvin Mai

    Name: Alvin Mai
    Title: Operations Associate
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: TRALEE CLO II, LTD,
  By: Par-Four Investment Management, LLC
  As Collateral Manager
      By  

/s/ Dennis Gorczyca

    Name: Dennis Gorczyca
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: TRALEE CLO III, LTD.,
  By: Par-Four Investment Management, LLC
  As Collateral Manager
      By  

/s/ Dennis Gorczya

    Name: Dennis Gorczya
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Tralee CLO IV, Ltd.,
  By: Par-Four Investment Management, LLC
  As Collateral Manager
      By  

/s/ Dennis Gorczya

    Name: Dennis Gorczya
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: VENTURE XII CLO, Limited,

BY: its investment advisor

MJX Venture Management LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: VENTURE XIX CLO, Limited,

By: its investment advisor

MJX Asset Management LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: VENTURE XV CLO, Limited,

By: its investment advisor

MJX Asset Management LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: VENTURE XVI CLO, Limited,

By: its investment advisor

MJX Venture Management II LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Venture XVII CLO Limited,

     BY: its investment advisor, MJX Asset Management, LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Venture XVIII CLO, Limited,

By: its investment advisor

      MJX Venture Management II LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: VENTURE XX CLO, Limited,

By: its investment advisor

      MJX Venture Management LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Venture XXI CLO, Limited,

By: its investment advisor

      MJX Venture Management LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

 

Name of Lender: Venture XXII CLO, Limited,

By: its investment advisor

    MJX Venture Management II LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Venture XXIII CLO, Limited,

By: its investment advisor MJX Asset Management LLC

      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Venture XXIV CLO, Limited,
  By: its investment advisor
  MJX Asset Management LLC
      By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
      By  

         

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: VENTURE XXV CLO, LIMITED,
  By its Investment Advisor, MJX Asset Management LLC
          By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
          By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Venture XXVI CLO, Limited,
  By: its investment advisor
  MJX Venture Management LLC
          By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
          By  

     

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Venture XXVII CLO, Limited,
  By: its investment advisor
  MJX Venture Management II LLC
          By  

/s/ John Calaba

    Name: John Calaba
    Title: Managing Director
  For any Lender requiring a second signature line:
          By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Voya CLO 2012-4, Ltd.,

BY: Voya Alternative Asset Management LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Voya CLO 2013-1, Ltd.,

BY: Voya Alternative Asset Management LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Voya CLO 2013-2, Ltd.,

BY: Voya Alternative Asset Management LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Voya CLO 2013-3, Ltd.,

BY: Voya Alternative Asset Management LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Voya CLO 2014-2, Ltd.,

BY: Voya Alternative Asset Management LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Voya CLO 2014-3, Ltd.,

BY: Voya Alternative Asset Management LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

     Name of Lender: Voya CLO 2014-4, Ltd.,

     BY: Voya Alternative Asset Management LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

Name of Lender: Voya CLO 2015-1, Ltd.,

By: Voya Alternative Asset Management LLC, as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2015-2, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2015-3, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2016-1, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2016-2, Ltd.,
  By: Voya Alternative Asset Management LLC, as its investment manager
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2016-3, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2016-4, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2017-1, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


     

SIGNATURE PAGE TO REFINANCING

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,

TO THE SURVEYMONKEY INC.

AMENDED AND RESTATED CREDIT AGREEMENT

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2017-2, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2017-3, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

    By  

/s/ Jason Esplin

      Name: Jason Esplin
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2017-4, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

    By  

/s/ Jason Esplin

      Name: Jason Esplin
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2018-1, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its Portfolio Manager

    By  

/s/ Jason Esplin

      Name: Jason Esplin
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya CLO 2018-2, Ltd.,
 

By: Voya Alternative Asset Management LLC,

as its investment manager

    By  

/s/ Jason Esplin

      Name: Jason Esplin
      Title: Vice President
  For any Lender requiring a second signature line:
    By  

 

      Name:
      Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya Credit Opportunities Master Fund,
  By: Voya Alternative Asset Management LLC, as its investment manager
          By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
      For any Lender requiring a second signature line:
          By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya Floating Rate Fund,
  BY: Voya Investment Management Co. LLC, as its investment manager
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya Investment Trust Co. – Senior Loan Common Trust Fund,
  BY: Voya Investment Trust Co., as its trustee
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya Investment Trust Co. – Voya Senior Loan Trust Fund,
  BY: Voya Investment Trust Co. as its trustee
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya Prime Rate Trust,
  BY: Voya Investment Management Co. LLC, as its investment manager
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya Senior Income Fund,
  BY: Voya Investment Management Co. LLC, as its investment manager
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


SIGNATURE PAGE TO REFINANCING  

FACILITY AGREEMENT DATED AS OF

THE DATE FIRST WRITTEN ABOVE,     

TO THE SURVEYMONKEY INC.             

AMENDED AND RESTATED CREDIT    

AGREEMENT                                               

By executing this signature page, the below Term Lender hereby agrees to the terms and conditions of the Refinancing Facility Agreement and to offer all of its Existing Term Loans to be converted into New Term Loans on a cashless basis, in an amount equal to the Existing Term Loans of such Term Lender.

 

  Name of Lender: Voya Strategic Income Opportunities Fund,
  By: Voya Investment Management Co. LLC, as its investment manager
      By  

/s/ Jason Esplin

    Name: Jason Esplin
    Title: Vice President
  For any Lender requiring a second signature line:
      By  

 

    Name:
    Title:

[Signature Page to Refinancing Facility Agreement]


SCHEDULE 2.01

COMMITMENTS

Term Commitment

 

Term Lender

   Converted Term
Loans
     Term Commitment  

JPMorgan Chase Bank, N.A.

   $ 0.00      $ 55,085,466.90  

Converting Term Lenders1

   $ 164,914,533.10      $ 0.00  
  

 

 

    

 

 

 

Total

   $ 164,914,533.10      $ 55,085,466.90  

Revolving Commitment

 

Revolving Lender

   Revolving Commitment  

JPMorgan Chase Bank, N.A.

   $ 25,000,000  

Bank of America, N.A.

   $ 20,000,000  

SunTrust Bank

   $ 15,000,000  

Wells Fargo Bank, National Association

   $ 10,000,000  

Credit Suisse AG, Cayman Islands Branch

   $ 5,000,000  
  

 

 

 

Total

   $ 75,000,000  

 

1 

List of Converting Term Lenders on file with the Agent.


ANNEX I

[To Attach Amended and Restated Credit Agreement]

EX-10.2

Exhibit 10.2

ANNEX I

 

 

 

 

LOGO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

October 10, 2018,

among

SURVEYMONKEY INC.,

as Borrower

SVMK INC.,

as Holdings

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Syndication Agent,

SUNTRUST BANK

as Documentation Agent

 

 

JPMORGAN CHASE BANK, N.A.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

and

SUNTRUST ROBINSON HUMPHREY, INC.

as Joint Lead Arrangers and Joint Bookrunners

 

 

 


TABLE OF CONTENTS

 

ARTICLE I  
Definitions  

SECTION 1.01.

  Defined Terms      1  

SECTION 1.02.

  Classification of Loans and Borrowings      54  

SECTION 1.03.

  Terms Generally      54  

SECTION 1.04.

  Accounting Terms; GAAP; Pro Forma Calculations      55  

SECTION 1.05.

  Interest Rates      56  

SECTION 1.06.

  Excluded Swap Obligations      56  
ARTICLE II  
The Credits  

SECTION 2.01.

  Commitments      56  

SECTION 2.02.

  Loans and Borrowings      57  

SECTION 2.03.

  Requests for Borrowings      57  

SECTION 2.04.

  Swingline Loans      58  

SECTION 2.05.

  Letters of Credit      60  

SECTION 2.06.

  Funding of Borrowings      67  

SECTION 2.07.

  Interest Elections      67  

SECTION 2.08.

  Termination and Reduction of Commitments      69  

SECTION 2.09.

  Repayment of Loans; Evidence of Debt      69  

SECTION 2.10.

  Amortization of Term Loans      70  

SECTION 2.11.

  Prepayment of Loans      71  

SECTION 2.12.

  Fees      75  

SECTION 2.13.

  Interest      76  

SECTION 2.14.

  Alternate Rate of Interest      77  

SECTION 2.15.

  Increased Costs      78  

SECTION 2.16.

  Break Funding Payments      80  

SECTION 2.17.

  Taxes      81  

SECTION 2.18.

  Payments Generally; Pro Rata Treatment; Sharing of Setoffs      85  

SECTION 2.19.

  Mitigation Obligations; Replacement of Lenders      87  

SECTION 2.20.

  Defaulting Lenders      89  

SECTION 2.21.

  Incremental Facilities      91  

SECTION 2.22.

  Loan Modification Offers      95  

SECTION 2.23.

  Loan Repurchases      97  

SECTION 2.24.

  Refinancing Facilities      99  


ARTICLE III  
Representations and Warranties  

SECTION 3.01.

  Organization; Powers      101  

SECTION 3.02.

  Authorization; Enforceability      101  

SECTION 3.03.

  Governmental Approvals; Absence of Conflicts      102  

SECTION 3.04.

  Financial Condition; No Material Adverse Change      102  

SECTION 3.05.

  Properties      103  

SECTION 3.06.

  Litigation and Environmental Matters      104  

SECTION 3.07.

  Compliance with Laws and Agreements      104  

SECTION 3.08.

  Investment Company Status      104  

SECTION 3.09.

  Taxes      105  

SECTION 3.10.

  ERISA; Labor Matters      105  

SECTION 3.11.

  Subsidiaries and Joint Ventures; Disqualified Equity Interests      105  

SECTION 3.12.

  Insurance      106  

SECTION 3.13.

  Solvency      106  

SECTION 3.14.

  Disclosure      107  

SECTION 3.15.

  Collateral Matters      107  

SECTION 3.16.

  Federal Reserve Regulations      108  

SECTION 3.17.

  Anti-Terrorism Laws; Anti-Corruption Laws and Sanctions      108  

SECTION 3.18.

  Plan Assets; Prohibited Transactions      109  
ARTICLE IV  
Conditions  

SECTION 4.01.

  [Reserved]      109  

SECTION 4.02.

  Each Credit Event      109  
ARTICLE V  
Affirmative Covenants  

SECTION 5.01.

  Financial Statements and Other Information      110  

SECTION 5.02.

  Notices of Material Events      111  

SECTION 5.03.

  Additional Subsidiaries      113  

SECTION 5.04.

  Information Regarding Collateral      113  

SECTION 5.05.

  Existence; Conduct of Business      114  

SECTION 5.06.

  Payment of Taxes      114  

SECTION 5.07.

  Maintenance of Properties      114  

SECTION 5.08.

  Insurance      115  

SECTION 5.09.

  Books and Records; Inspection and Audit Rights      115  

SECTION 5.10.

  Compliance with Laws      116  

SECTION 5.11.

  Use of Proceeds and Letters of Credit      116  

SECTION 5.12.

  Further Assurances      116  


SECTION 5.13.

  Maintenance of Ratings      117  

SECTION 5.14.

  Databases; Software      117  

SECTION 5.15.

  Maintenance of Websites and Domain Names      117  
ARTICLE VI  
Negative Covenants  

SECTION 6.01.

  Indebtedness; Certain Equity Securities      117  

SECTION 6.02.

  Liens      120  

SECTION 6.03.

  Fundamental Changes; Business Activities      123  

SECTION 6.04.

  Investments, Loans, Advances, Guarantees and Acquisitions      124  

SECTION 6.05.

  Asset Sales      128  

SECTION 6.06.

  Sale/Leaseback Transactions      131  

SECTION 6.07.

  Hedging Agreements      131  

SECTION 6.08.

  Restricted Payments; Certain Payments of Indebtedness      131  

SECTION 6.09.

  Transactions with Affiliates      134  

SECTION 6.10.

  Restrictive Agreements      135  

SECTION 6.11.

  Amendment of Material Documents      136  

SECTION 6.12.

  Leverage Ratio      137  

SECTION 6.13.

  [Reserved]      137  

SECTION 6.14.

  Fiscal Year      137  
ARTICLE VII  
Events of Default  

SECTION 7.01.

  Events of Default      137  

SECTION 7.02.

  Right to Cure      140  
ARTICLE VIII  
The Administrative Agent  

SECTION 8.01.

  Authorization and Action      141  

SECTION 8.02.

  Certain ERISA Matters      145  
ARTICLE IX  
Miscellaneous  

SECTION 9.01.

  Notices      147  

SECTION 9.02.

  Waivers; Amendments      148  

SECTION 9.03.

  Expenses; Indemnity; Damage Waiver      151  

SECTION 9.04.

  Successors and Assigns      153  

SECTION 9.05.

  Survival      162  

SECTION 9.06.

  Integration; Effectiveness      162  


         163  

SECTION 9.07.

  Severability      163  

SECTION 9.08.

  Right of Setoff      163  

SECTION 9.09.

  Governing Law; Jurisdiction; Consent to Service of Process      163  

SECTION 9.10.

  WAIVER OF JURY TRIAL      164  

SECTION 9.11.

  Headings      165  

SECTION 9.12.

  Confidentiality      165  

SECTION 9.13.

  Interest Rate Limitation      165  

SECTION 9.14.

  Release of Liens and Guarantees      166  

SECTION 9.15.

  USA PATRIOT Act Notice      166  

SECTION 9.16.

  No Fiduciary Relationship      166  

SECTION 9.17.

  Non-Public Information      167  

SECTION 9.18.

  Acknowledgement and Consent to Bail-In of EEA Financial Institutions      168  


SCHEDULE:

 

Schedule 2.01         Commitments
EXHIBITS:        
Exhibit A         Form of Assignment and Assumption
Exhibit B         Form of Borrowing Request
Exhibit C         Form of Guarantee and Collateral Agreement
Exhibit D         Form of Compliance Certificate
Exhibit E         Form of Interest Election Request
Exhibit F         Form of Perfection Certificate
Exhibit G         Form of Solvency Certificate
Exhibit H-1         Form of U.S. Tax Compliance Certificate for Non- U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit H-2         Form of U.S. Tax Compliance Certificate for Non- U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit H-3         Form of U.S. Tax Compliance Certificate for Non- U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit H-4         Form of U.S. Tax Compliance Certificate for Non- U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit I         Form of Affiliated Assignment and Assumption
Exhibit J         Auction Procedures


SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 10, 2018 (this “Agreement”), among SURVEYMONKEY INC., as Borrower, SVMK INC., the LENDERS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.    Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to the Alternate Base Rate.

Accepting Lenders” has the meaning set forth in Section 2.22(a).

Acquired EBITDA” means, with respect to any Person or business acquired in a Material Acquisition for any period, the amount for such period of Consolidated EBITDA of such Acquired Person or business (determined as if references to Holdings and the Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Acquired Person or business and its subsidiaries which become Subsidiaries), all as determined on a consolidated basis for such Acquired Person or business.

Acquired Person” has the meaning set forth in the definition of Permitted Acquisition.

Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

Affiliate” means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under common Control with the Person specified.

 

1


Affiliated Assignment and Assumption” means an affiliated assignment and assumption agreement entered into by a Lender and a Purchasing Affiliated Lender or a Purchasing Borrower Party, as the case may be, substantially in the form of Exhibit I hereto.

Aggregate Revolving Commitment” means the sum of the Revolving Commitments of all the Revolving Lenders.

Aggregate Revolving Exposure” means the sum of the Revolving Exposures of all the Revolving Lenders.

Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1/2 of 1.00% per annum and (c) the Adjusted LIBO Rate on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus 1.00% per annum. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m., London time, on such day for deposits in dollars with a maturity of one month (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Screen Rate). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternative rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Holdings, the Borrower or any Subsidiary from time to time concerning or relating to bribery, corruption or money laundering.

Applicable Percentage” means, at any time, with respect to any Revolving Lender, the percentage of the Aggregate Revolving Commitment represented by such Lender’s Revolving Commitment at such time, subject to adjustment as required to give effect to any reallocation of LC Exposure or Swingline Exposure made pursuant to paragraph (a)(iv) of Section 2.20. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments and to any Revolving Lender’s status as a Defaulting Lender at the time of determination.

Applicable Rate” means, for any day, (a) with respect to any Term Loan, (i) 2.75 % per annum, in the case of an ABR Loan, or (ii) 3.75% per annum, in the case of a Eurocurrency Loan, (b) with respect to any Incremental Term Loan of any Series, the rate per annum specified in the Incremental Facility Agreement establishing the Incremental Term Commitments of such Series, and (c) with respect to any ABR Loan or Eurocurrency Loan that is a Revolving Loan or a Swingline Loan, or with respect to the

 

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commitment fees payable hereunder, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurocurrency Spread” or “Commitment Fee Rate”, as the case may be, based upon the Leverage Ratio as of the end of the fiscal quarter of the Borrower for which consolidated financial statements have theretofore been most recently delivered pursuant to Section 5.01(a) or 5.01(b); provided that, for purposes of clause (c), until the date of the delivery of the consolidated financial statements pursuant to Section 5.01(a) or 5.01(b) as of and for the first full fiscal quarter ended after the Second Refinancing Facility Agreement Effective Date, the Applicable Rate shall be based on the rates per annum set forth in Category 2:

 

Leverage Ratio:

   ABR
Spread
    Eurocurrency
Spread
    Commitment Fee
Rate
 

Category 1 ³3.00:1

     1.50     2.50     0.375

Category 2 <3.00:1 and ³2.25:1

     1.25     2.25     0.325

Category 3 <2.25:1 and >1.50:1

     1.00     2.00     0.275

Category 4 £1.50:1

     0.75     1.75     0.250

For purposes of the foregoing, each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the foregoing, the Applicable Rate shall be based on the rates per annum set forth in Category 1 (i) at any time that an Event of Default has occurred and is continuing or (ii) if the Borrower fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) or any Compliance Certificate required to be delivered pursuant hereto, in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof.

 

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Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Arrangers” means JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement) and SunTrust Robinson Humphrey, Inc. in their capacities as joint lead arrangers and joint bookrunners for the credit facilities initially provided for herein.

Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person whose consent is required by Section 9.04, and accepted by the Administrative Agent, in the form of Exhibit A (including electronic records generated by the use of an electronic platform) or any other form approved by the Administrative Agent.

Auction Manager” has the meaning set forth in Section 2.23(a).

Auction Notice” means an auction notice given by a Purchasing Borrower Party in accordance with the Auction Procedures with respect to an Auction Purchase Offer.

Auction Procedures” means the auction procedures with respect to Auction Purchase Offers set forth in Exhibit J hereto.

Auction Purchase Offer” means an offer by a Purchasing Borrower Party to purchase Term Loans of one or more Classes pursuant to modified Dutch auctions conducted in accordance with the Auction Procedures and otherwise in accordance with Section 2.23.

Available Basket Amount” means, as of any time, (a) $30,000,000, or, if the Leverage Ratio after giving effect to any Restricted Payment, Investment or payment in respect of Junior Indebtedness referred to in clause (b) of this definition is, on a Pro Forma Basis, less than 3.00 to 1.00, $60,000,000, minus (b) the sum of all Investments made prior to such time in reliance on Section 6.04(v)(ii) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement, plus all Restricted Payments made prior to such time in reliance on Section 6.08(a)(viii)(B) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement plus all expenditures in respect of Junior Indebtedness made prior to such time in reliance on Section 6.08(b)(vi)(B) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement, in each case utilizing the Available Basket Amount or portions thereof in effect on the date of any such Restricted Payment, Investment or expenditure in respect of Junior Indebtedness. Under no

 

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circumstances will the sum of the amounts referred to in clause (b) of this definition at any time exceed $60,000,000; and the aggregate of all Investments, Restricted Payments and expenditures in respect of Junior Indebtedness made on any date in reliance on the Available Basket Amount on such date may not exceed the amount of the Available Basket Amount on such date.

Available Domestic Cash” means, on any date, the amount of Unrestricted Cash held on such date by Holdings or any Domestic Subsidiary, other than Unrestricted Cash held in accounts outside the United States of America.

Available ECF Amount” means, as of any time, the excess, if any, of:

(a) the Cumulative Borrower’s ECF Share; over

(b) the sum of all Investments made prior to such time in reliance on Section 6.04(v)(iii) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement, plus all Restricted Payments made prior to such time in reliance on Section 6.08(a)(viii)(C) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement plus all expenditures in respect of Junior Indebtedness made prior to such time in reliance on Section 6.08(b)(vi)(C) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement, in each case utilizing the Available ECF Amount or portions thereof in effect on the date of any such Investment, Restricted Payment or expenditure.

Under no circumstances will the amounts referred to in clause (b) of this definition exceed the amount of the Cumulative Borrower’s ECF Share, and the aggregate of all Investments, Restricted Payments and expenditures in respect of Junior Indebtedness made on any date in reliance on the Available ECF Amount on such date may not exceed the amount of the Available ECF Amount on such date.

Available Foreign Cash” means, on any date, the amount of Unrestricted Cash held on such date by Foreign Subsidiaries in accounts outside the United States of America.

Available Liquidity” means, on any date, the sum of (i) Available Domestic Cash on such date plus (ii) if on such date the conditions to borrowing set forth in Section 4.02 are satisfied, the amount of the Aggregate Revolving Commitment minus the amount of the Aggregate Revolving Exposure on such date.

Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule.

 

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Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11 USC. §§ 101 et seq.

Bankruptcy Event” means, with respect to any Person, that such Person has become the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided, however, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.

Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

Board of Governors” means the Board of Governors of the Federal Reserve System of the United States of America.

BofA” means Bank of America, N.A.

Borrower” means SurveyMonkey Inc., a Delaware corporation and a wholly-owned Subsidiary of Holdings, or the Successor Borrower as provided in Section 6.03.

Borrowing” means (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

 

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Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 or 2.04, as applicable, which shall be, in the case of any such written request, in the form of Exhibit B or any other form approved by the Administrative Agent.

Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

Capital Expenditures” means, for any period, (a) the additions to property, plant and equipment, capitalized software development costs and other capital expenditures of Holdings and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings and its consolidated Subsidiaries for such period prepared in accordance with GAAP, excluding (i) any such expenditures made to restore, replace or rebuild assets to the condition of such assets immediately prior to any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, such assets to the extent such expenditures are made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such casualty, damage, taking, condemnation or similar proceeding, and (ii) any such expenditures constituting Permitted Acquisitions and (b) such portion of principal payments on Capital Lease Obligations made by Holdings and its consolidated Subsidiaries during such period as is attributable to additions to property, plant and equipment that have not otherwise been reflected on the consolidated statement of cash flows as additions to property, plant and equipment.

Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital or finance leases on a balance sheet of such Person under GAAP; the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP, and the final maturity of such obligations shall be the date of the last payment of such or any other amounts due under such lease (or other arrangement) prior to the first date on which such lease (or other arrangement) may be terminated by the lessee without payment of a premium or a penalty. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee. Notwithstanding the foregoing, neither the New Building Leases nor any similar lease entered into in the future shall constitute a Capital Lease Obligation.

Cash Consideration” has the meaning set forth in Section 6.05.

CFC” means (a) each Person that is a “controlled foreign corporation” (within the meaning of Section 957 of the Code), but only if a U.S. Person that is a Loan Party or an Affiliate of a Loan Party is, with respect to such Person, a “United States shareholder” (within the meaning of Section 951(b)) described in Section 951(a)(1); and (b) each Subsidiary of any such Person described in clause (a).

 

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Change in Control” means (a) prior to a Holdings Merger, the failure of Holdings to own, directly or indirectly, 100% of issued and outstanding Equity Interests in the Borrower; (b) the acquisition or ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Second Refinancing Facility Agreement Effective Date) (other than any Major Stockholder), of Equity Interests in Holdings representing (x) more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Holdings and (y) more than the percentage of the aggregate ordinary voting power represented by the Equity Interests in Holdings then owned by the Major Stockholders; (c) persons who were (i) directors of Holdings on the Second Refinancing Facility Agreement Effective Date, (ii) nominated or approved by the board of directors of Holdings or (iii) appointed by directors who were directors of Holdings on the Second Refinancing Facility Agreement Effective Date or were nominated or approved as provided in clause (ii) above, ceasing to occupy a majority of the seats (excluding vacant seats) on the board of directors of Holdings or (d) the occurrence of any “change in control” (or similar event, however denominated) with respect to Holdings or the Borrower under and as defined in any indenture or other agreement or instrument evidencing or governing the rights of the holders of any Material Indebtedness of Holdings or the Borrower.

Change in Law” means the occurrence, after the Original Effective Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated, issued or implemented.

Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans, Incremental Term Loans of any Series, Revolving Loans or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Term Commitment, an Incremental Term Commitment of any Series or a Revolving Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.

Code” means the Internal Revenue Code of 1986, as amended.

 

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Collateral” means any and all assets of any Loan Party, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Obligations.

Collateral Agreement” means the Guarantee and Collateral Agreement among Holdings, the Borrower, the other Loan Parties and the Administrative Agent, dated as of the Original Effective Date, together with all supplements thereto.

Collateral and Guarantee Requirement” means, at any time (but giving effect to any time periods provided under any Loan Document for delivery), the requirement that:

(a) the Administrative Agent shall have received from Holdings, the Borrower and each Designated Subsidiary either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Person or (ii) in the case of any Person that becomes a Designated Subsidiary after the Original Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, together with (x) a copy of (i) each organizational document of such Designated Subsidiary certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the officers of such Designated Subsidiary executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors (or equivalent body or sole member, as applicable) of such Designated Subsidiary approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified by its secretary or an assistant secretary as being in full force and effect, and (iv) a good standing certificate from the applicable Governmental Authority of such Designated Subsidiary’s jurisdiction of incorporation, organization or formation and (y) (if requested by the Administrative Agent) opinions in form reasonably acceptable to the Administrative Agent with respect to such Designated Subsidiary;

(b) all issued and outstanding Equity Interests in any Subsidiary owned by or on behalf of any Loan Party (other than any Equity Interests constituting Excluded Assets) shall have been pledged pursuant to the Collateral Agreement and, in the case of Equity Interests in any Material Foreign Subsidiary owned by a Loan Party, if the Administrative Agent so requests in connection with the pledge of such Equity Interests, a Foreign Pledge Agreement (provided that the Loan Parties shall not be required to pledge (i) any Equity Interests owned by a CFC or FSHCO or (ii) more than 65% of the outstanding voting Equity Interests in any CFC or FSHCO), and the Administrative Agent shall, to the extent required by the Collateral Agreement or any such Foreign Pledge Agreement, have received certificates or other instruments (if any) representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

 

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(c) all documents and instruments, including Uniform Commercial Code financing statements, required by Requirements of Law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement”, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording;

(d) (i) all Indebtedness of Holdings, the Borrower and each other Subsidiary and (ii) all Indebtedness (other than Permitted Investments) of any other Person in a principal amount of $1,000,000 or more that, in each case, is owing to any Loan Party shall be evidenced by a promissory note and shall have been pledged pursuant to the Collateral Agreement, and the Administrative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; and

(e) subject to Section 5.12, the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid and enforceable first priority Lien on the Mortgaged Property described therein, free of any other Liens except as permitted under Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, (iii) at least 20 days prior to executing such Mortgage, life of loan flood zone determinations for any Mortgaged Property and, if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance, in form and substance reasonably satisfactory to each Arranger that at such time is a Lender or has an Affiliate that is a Lender, as may be required under Flood Insurance Laws, including Regulation H of the Board of Governors, and (iv) such surveys, abstracts, appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Property.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if, and for so long as, the Administrative Agent and the Borrower reasonably agree that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to the Borrower and the Subsidiaries), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted from time to time pursuant to the term

 

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“Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as reasonably agreed between the Administrative Agent and the Borrower, (c) in no event shall the Collateral include any Excluded Assets and (d) the foregoing provisions of this definition shall not require control agreements or perfection by “control” (other than in respect of certificated Collateral) with respect to any Collateral (including, without limitation, deposit accounts or other bank or securities accounts). The Administrative Agent may grant extensions of time for the creation and perfection of security interests, in or the obtaining of, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Original Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Original Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

Commitment” means a Revolving Commitment, a Term Commitment, an Incremental Term Commitment of any Series or any combination thereof (as the context requires).

Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

Compliance Certificate” means a Compliance Certificate in the form of Exhibit D or any other form approved by the Administrative Agent.

Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus

(a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of

(i) consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations);

(ii) provision for taxes based on income, profits or capital, including foreign withholding tax and federal, foreign, state, franchise and similar taxes paid or accrued during such period (including in respect of repatriated funds);

(iii) all amounts attributable to depreciation and amortization for such period (excluding amortization attributable to a prepaid cash expense item that was paid in a prior period, but including amortization of deferred financing fees and costs and amortization of intangibles);

 

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(iv) any extraordinary losses for such period;

(v) any unusual or non-recurring losses, expenses or charges for such period;

(vi) any Non-Cash Charges for such period;

(vii) costs, fees, and other third-party expenses during such period related to any Permitted Acquisition or other Investment permitted under Section 6.04, any issuance of Equity Interests (including an IPO), any Disposition permitted hereunder, any recapitalization or the incurrence of Indebtedness permitted to be incurred hereunder, including a refinancing thereof and any amendment or modification to the terms of any such transactions (in each case, if permitted by this Agreement and whether or not such transaction is consummated, but in any event excluding Pro Forma Adjustments);

(viii) any financial advisory fees, accounting fees, legal fees and other similar third-party advisory and consulting fees and related out-of-pocket expenses of Holdings, the Borrower and the other Subsidiaries during such period incurred as a result of the Transactions;

(ix) cash restructuring charges, accruals or reserves (including adjustments to existing reserves) and other cash expenses incurred in connection with Permitted Acquisitions or other acquisitions for such period (including restructuring, severance, transition and relocation costs, retention payments, change of control bonuses and similar expenses related to acquisitions);

(x) losses on assets during such period in connection with asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);

(xi) the amount of any net losses from discontinued operations in accordance with GAAP for such period;

(xii) any losses attributable to early extinguishment of Indebtedness or obligations under any Hedging Agreement for such period;

(xiii) Pro Forma Adjustments in connection with Material Acquisitions consummated during such period, provided that the aggregate amount of such Pro Forma Adjustments shall not exceed 10% of Consolidated EBITDA in respect of any Test Period; and

(xiv) the increase (if any) in the balance of the amount of deferred revenue as of the end of any such period over the balance of the amount of deferred revenue as of the end of the immediately preceding period;

 

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provided that (A) any cash payment made with respect to any Non-Cash Charges added back in computing Consolidated EBITDA for any prior period pursuant to clause (a)(vi) above shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made and (B) the aggregate amount of all amounts under clauses (a)(v), (ix) and (xiii) that increase Consolidated EBITDA in any Test Period shall not exceed, and shall be limited to, 20% of Consolidated EBITDA in respect of such Test Period; and minus

(b) without duplication and to the extent included in determining such Consolidated Net Income,

(i) any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP;

(ii) any gains attributable to the early extinguishment of Indebtedness or obligations under any Hedging Agreement for such period;

(iii) the decrease (if any) in the balance of the amount of deferred revenue as of the end of any such period below the balance of the amount of deferred revenue as of the end of the immediately prior period; and

(iv) the amount of any net income from discontinued operations in accordance with GAAP for such period;

provided, further that Consolidated EBITDA for any period shall be calculated so as to exclude (without duplication of any adjustment referred to above) the effect of:

(A) the cumulative effect of any changes in GAAP or accounting principles applied by management;

(B) any gains or losses on foreign currency derivatives and any foreign currency transaction gains or losses that arise upon consolidation; and

(C) purchase accounting adjustments.

Consolidated First Lien Debt” means, as of any date, the aggregate amount of Consolidated Funded Debt of Holdings and the Subsidiaries outstanding on such date (including the Loan Document Obligations, to the extent they constitute Consolidated Funded Debt) that is secured by Liens (other than any Liens on Collateral subordinated to the Liens under the Security Documents securing the Loan Document Obligations) on any property or assets of Holdings, the Borrower or any of the other Subsidiaries.

Consolidated Funded Debt” means, as of any date of determination with respect to Holdings and its Subsidiaries on a consolidated basis, without duplication, the sum of: (a) the principal amount of all obligations for borrowed money, whether current or long-term and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the principal amount of all purchase money Indebtedness; (c) amounts drawn and not yet reimbursed under all letters of credit

 

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(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (excluding any of the foregoing securing obligations under the New Building Leases); (d) the principal amount of all obligations in respect of the deferred purchase price of property or services (excluding deferred compensation, accruals for payroll and other operating expenses accrued in the ordinary course of business and accounts payable in the ordinary course of business); (e) the principal amount of all Capital Lease Obligations; (f) all Disqualified Equity Interests (valued as set forth in clause (h) of the definition of Indebtedness); (g) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (f) above of another Person; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, to the extent that such Indebtedness is recourse to such Person. Notwithstanding anything to the contrary contained herein, (x) Consolidated Funded Debt shall not include (i) any amounts relating to employee consulting arrangements, accrued expenses, deferred rent, deferred taxes, deferred revenue, customary obligations under employment agreements and deferred compensation or (ii)(A) post-closing purchase price adjustments, (B) obligations in respect of earn-out payments (including after the amount of such earn-out payments becomes fixed) or (C) to the extent the cumulative aggregate of the initial amounts thereof does not exceed $25,000,000 in any fiscal year, other deferred purchase price obligations, in each case referred to in this subclause (x)(ii)(C), incurred in connection with any Permitted Acquisition or other Investment permitted by Section 6.04 (it being agreed that installment payments or prepayments of any deferred purchase price obligations referred to in subclause (C) that are incurred in any particular fiscal year will first be deemed to have been applied in respect of the initial amounts thereof in excess of $25,000,000) and (y) the amount of any item of Consolidated Funded Debt will be determined without giving effect to any election to value any Indebtedness at “fair value”, as described in Section 1.04(a), or any other accounting principle that results in the amount of any such Indebtedness (other than zero coupon Indebtedness) to be below the stated principal amount of such Indebtedness.

Consolidated Net Income” means, for any period, the net income or loss of Holdings and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income or loss of any Person (other than Holdings) that is not a consolidated Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to Holdings, the Borrower or, subject to clauses (b) and (c) below, any other consolidated Subsidiary during such period, (b) the income of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary (other than any Loan Party) to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Subsidiary is not permitted without any prior approval of any Governmental Authority that has not been obtained or is not permitted by the operation of the terms of the organizational documents of such Subsidiary, any agreement or other instrument binding upon Holdings or any Subsidiary or any law applicable to Holdings or any Subsidiary, unless such restrictions with respect to the payment of cash dividends and other similar cash distributions has been legally and effectively waived, and (c) the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary that is not wholly-owned by Holdings to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such consolidated Subsidiary.

 

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In addition, to the extent not already included in Consolidated Net Income, Consolidated Net Income shall include the amount of proceeds actually received by Holdings, the Borrower and the other Subsidiaries during the relevant period from business interruption insurance or from reimbursement of expenses and charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or other Investment or any Disposition of any asset permitted hereunder; provided that the amount of any such proceeds thereafter returned or repaid shall be deducted from Consolidated Net Income in the period in which so returned or repaid.

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

Convertible Indebtedness” means Indebtedness of Holdings that is convertible into (i) Qualified Equity Interests of Holdings (or other securities or property following a merger event or other change of the Qualified Equity Interests of Holdings) (and cash in lieu of fractional shares), (ii) cash or (iii) a combination of clauses (i) and (ii).

Credit Party” means the Administrative Agent, each Issuing Bank, the Swingline Lender and each other Lender.

CS” means Credit Suisse AG, Cayman Islands Branch.

Cumulative Borrower’s ECF Share” means, as of any day, for each fiscal year (commencing with the fiscal year ending December 31, 2013 but excluding the fiscal year ending December 31, 2016, and the fiscal year ending December 31, 2018) for which a Compliance Certificate has been delivered on or prior to such day in connection with the delivery of annual financial statements pursuant to Section 5.01(a) of this Agreement, Section 5.01(a) of the First Amended and Restated Credit Agreement or Section 5.01(a) of the Original Credit Agreement, the sum (in no event less than zero) of the amounts shown in such Compliance Certificates as the amounts of Excess Cash Flow for the fiscal years covered by such Compliance Certificates, less in each case the amount of such Excess Cash Flow required to be applied to prepay Term Loans pursuant to Section 2.11(d) of this Agreement, Section 2.11(d) of the First Amended and Restated Credit Agreement or Section 2.11(d) of the Original Credit Agreement.

Debt Fund Affiliates” means any fund managed by, or under common management with, any Major Stockholder that is a bona fide debt fund or an investment vehicle that is primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which no Major Stockholder, directly or indirectly, possesses the power to direct or cause the direction of the investment policies of such entity.

 

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Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdictions affecting the rights of creditors generally from time to time in effect.

Default” means any event or condition that constitutes, or upon notice, lapse of time or both would (unless cured or waived) constitute, an Event of Default.

Defaulting Lender” means, subject to Section 2.20(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject to any Bankruptcy Event, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender or (iii) become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting

 

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Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b)) upon delivery of written notice of such determination to the Borrower, each Issuing Bank, the Swingline Lender and each Lender.

Delaware Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

Designated Subsidiary” means each Material Subsidiary that is not an Excluded Subsidiary and each IP Subsidiary.

Disclosure Letter” means the disclosure letter, dated as of the Second Refinancing Facility Agreement Effective Date, delivered by Holdings and the Borrower to the Administrative Agent for the benefit of the Lenders.

Disposition” has the meaning set forth in Section 6.05.

Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person that requires the payment of any dividend (other than dividends payable solely in Qualified Equity Interests) or that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

(c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by Holdings or any Subsidiary, in whole or in part, at the option of the holder thereof;

 

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in each case, on or prior to the date 91 days after the latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the Second Refinancing Facility Agreement Effective Date, the Second Refinancing Facility Agreement Effective Date); provided, however, (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan Document Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit and the termination or expiration of the Commitments, (ii) an Equity Interest in any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy any applicable exercise price with respect to such Equity Interest or any applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability, and (iii) in no event shall a Permitted Bond Hedge Transaction or a Permitted Warrant Transaction constitute a Disqualified Equity Interest.

Documentation Agent” means SunTrust Bank in its capacity as documentation agent for the credit facilities provided for herein.

dollars” or “$” refers to lawful money of the United States of America.

Domain Names” means all domain names owned by, used by or assigned to the Loan Parties and all exclusive and nonexclusive licenses to the Loan Parties from third parties of rights to use domain names owned by such third parties, together with any and all renewals and extensions thereof.

Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) above or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) above and is subject to consolidated supervision with its parent.

EEA Member Country” means (a) any member state of the European Union, (b) Iceland, (c) Liechtenstein and (d) Norway.

EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

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Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, (i) a natural person or, (ii) except to the extent permitted under Sections 2.23, 9.04(e) or 9.04(f), Holdings, the Borrower, any other Subsidiary or any other Affiliate of Holdings.

Engagement Letter” means the Engagement Letter dated September 28, 2018, among the Borrower, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and SunTrust Bank.

Environmental Laws” means all rules, regulations, codes, ordinances, judgments, orders, decrees and other laws, and all injunctions, notices or binding agreements, issued, promulgated or entered into by any Governmental Authority and relating in any way to the environment, to preservation or reclamation of natural resources, to the management, Release or threatened Release of any Hazardous Material or to related health or safety matters.

Environmental Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties and indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

Equity Interests” means shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership interests, whether voting or nonvoting, in, or interests in the income or profits of, a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing; provided that Equity Interests shall not include any Indebtedness constituting Convertible Indebtedness.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with Holdings, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(a)(14) of ERISA, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

 

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ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by Holdings or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by Holdings or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the incurrence by Holdings or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of Holdings or any of its ERISA Affiliates from any Plan or Multiemployer Plan, or (h) the receipt by Holdings or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from Holdings or any of its ERISA Affiliates of any notice, concerning the imposition upon Holdings or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA.

EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to the Adjusted LIBO Rate.

Event of Default” has the meaning set forth in Article VII.

Excess Cash Flow” means, for any fiscal year, the sum (without duplication) of:

(a) the consolidated net income or loss of Holdings and its consolidated Domestic Subsidiaries (other than Domestic Subsidiaries that are Excluded Subsidiaries) for such fiscal year, adjusted to exclude (i) net income or loss of any consolidated Domestic Subsidiary that is not wholly-owned by Holdings to the extent such income or loss is attributable to the noncontrolling interest in such consolidated Domestic Subsidiary, and (ii) any gains or losses attributable to Prepayment Events; plus

(b) depreciation, amortization and other noncash charges or losses (including deferred income taxes) deducted in determining such consolidated net income or loss for such fiscal year; plus

(c) the sum of (i) the amount, if any, by which Net Working Capital decreased during such fiscal year and (ii) the net amount, if any, by which the consolidated deferred revenues of Holdings and its consolidated Domestic Subsidiaries increased during such fiscal year; minus

 

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(d) the sum of (i) the amount, if any, by which Net Working Capital increased during such fiscal year and (ii) the net amount, if any, by which the consolidated deferred revenues of Holdings and its consolidated Domestic Subsidiaries decreased during such fiscal year; minus

(e) the sum of, in each case except to the extent financed with Excluded Sources, (i) the aggregate amount of Capital Expenditures by Holdings and its consolidated Domestic Subsidiaries made in cash during such fiscal year, (ii) the aggregate amount of cash consideration paid during such fiscal year by Holdings and its consolidated Domestic Subsidiaries to make Permitted Acquisitions and other Investments (other than in cash, cash equivalents or Permitted Investments) made in reliance on Section 6.04(v) or 6.04(w) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement, (iii) to the extent not deducted in arriving at net income or loss or pursuant to the other clauses of this definition, the amount of Restricted Payments paid to Persons other than Holdings or any Domestic Subsidiaries during such period pursuant to Section 6.08 of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement, other than Restricted Payments made in reliance on Section 6.08(a)(viii) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement and (iv) payments in cash made by Holdings and its consolidated Domestic Subsidiaries with respect to any noncash charges added back pursuant to clause (b) above in computing Excess Cash Flow for any prior fiscal year; minus

(f) the aggregate principal amount of Long-Term Indebtedness repaid or prepaid by Holdings and its consolidated Domestic Subsidiaries during such fiscal year, excluding (i) Indebtedness in respect of Revolving Loans and Letters of Credit or other revolving extensions of credit (except to the extent that any repayment or prepayment of such Indebtedness is accompanied by a permanent reduction in related commitments), (ii) Term Loans prepaid pursuant to Section 2.11(a), 2.11(c), 2.11(d) or 2.11(e) of this Agreement, the First Amended and Restated Credit Agreement or the Original Credit Agreement, and (iii) repayments or prepayments of Long-Term Indebtedness to the extent financed from Excluded Sources; minus

(g) to the extent not deducted in calculating consolidated net income or loss or otherwise in calculating Excess Cash Flow, cash payments made during such fiscal year in payment of withholding taxes in connection with the grant, exercise or purchase of options, restricted stock units or other Equity Interests of Holdings under or pursuant to employee plans of Holdings and its Subsidiaries.

Notwithstanding any other provision of this Agreement, amounts used in connection with (i) acquiring Term Loans under Section 2.23 and (ii) assignments of Term Loans to Purchasing Borrower Parties pursuant to Section 9.04(e) shall in each case not reduce or be credited against Excess Cash Flow. For the avoidance of doubt, Excess Cash Flow shall not include the proceeds of an IPO of Holdings or the Borrower or the proceeds from any subordinated debt or equity financing.

 

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Exchange Act” means the United States Securities Exchange Act of 1934.

Excluded Assets” means (a) any asset if, to the extent and for so long as the grant of a Lien thereon to secure the Loan Document Obligations is prohibited by any Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law); (b) any leasehold interests; (c) motor vehicles and other assets subject to certificate of title; (d) letter of credit rights (except to the extent perfection can be obtained by the filing of uniform commercial code financing statements) and commercial tort claims with a value of less than $1,000,000; (e) Equity Interests in any person, other than wholly-owned Subsidiaries, that cannot be pledged without the consent of one or more third parties (after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law) and which the Borrower is unable, after use of commercially reasonable efforts, to obtain such required third party consents to pledges thereof; (f) any lease, license or other agreement or any property subject to a purchase money security interest or other arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law (including the Bankruptcy Code), unless the assignment thereof is deemed effective under the Uniform Commercial Code notwithstanding such prohibition, other than, in any case, proceeds and receivables thereof; (g) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (except to the extent such prohibition or restriction is deemed ineffective under the Uniform Commercial Code or other applicable law); (h) any “intent to use” trademark applications; and (i) more than 65% of the outstanding voting Equity Interests in any CFC or FSHCO.

Excluded Sources” means (a) proceeds of any incurrence or issuance of Long-Term Indebtedness or Capital Lease Obligations, (b) Net Proceeds of any Disposition of assets made in reliance on Section 6.05(g) (other than the abandonment of Intellectual Property thereunder) or (h), (c) the proceeds, including insurance proceeds, arising from any casualty or condemnation event or other Prepayment Event referred to in clause (b) of the definition of such term, (d) proceeds of any issuance or sale of Equity Interests in Holdings or any capital contributions to Holdings, (e) cash distributions paid by any Foreign Subsidiary and (f) amounts described in the definition of Excess Cash Flow to the extent attributable to any Domestic Subsidiary owned by a Foreign Subsidiary.

 

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Excluded Subsidiary” means (a) any Subsidiary that is not a wholly-owned subsidiary of Holdings, (b) any Subsidiary that is a CFC or other Foreign Subsidiary, (c) any FSHCO, (d) any Subsidiary that is prohibited by any applicable law, rule or regulation or by any contractual obligation existing on the Original Effective Date or on the date such Subsidiary is acquired (but not entered into in contemplation of the Transactions or such acquisition) from guaranteeing the Loan Document Obligations or which would require governmental consent, approval, license or authorization to do so, and (e) any other Subsidiary excused from becoming a Loan Party pursuant to the last paragraph of the definition of the term “Collateral and Guarantee Requirement”; provided that any Subsidiary shall cease to be an Excluded Subsidiary at such time as it is a wholly-owned Subsidiary of Holdings and none of clauses (b) through (e) above apply to it.

Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, the Guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation.

Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income or overall gross income or profits (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed by a jurisdiction (or any political subdivision thereof) under whose laws such Recipient is organized, or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that otherwise are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.

Family Charitable Entity” means any charitable, tax-exempt entity which is controlled by Sheryl K. Sandberg, either alone or together with one or more of her Family Members.

Family Member” means, with respect to any individual, any other individual having a relationship by blood (to the second degree of consanguinity), marriage, or adoption to such individual.

 

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Family Trust” means, with respect to any individual, trusts or other estate planning vehicles established for the benefit of Family Members of such individual and in respect of which such individual serves as trustee or in a similar capacity.

FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and any applicable intergovernmental agreement and related legislation or official administrative guidance implementing the foregoing.

Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

Fee Letter” means the Administrative Agent Fee Letter dated as of September 28, 2018, between the Borrower and JPMorgan Chase Bank, N.A.

Financial Officer” means, with respect to any Person, the chief financial officer, the vice president, treasurer, the vice president, finance, the principal accounting officer, treasurer or controller of such Person.

First Amended and Restated Credit Agreement” means this Agreement as in effect immediately prior to the Transactions to occur on the Second Refinancing Facility Agreement Effective Date.

First Lien Secured Leverage Ratio” means, on any date, the ratio of (a) Consolidated First Lien Debt as of such date minus the lesser of (i) the sum of Available Domestic Cash in excess of $5,000,000 on such date plus 80% of Available Foreign Cash on such date, and (ii) $50,000,000 to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Holdings most recently ended on or prior to such date for which financial statements have been delivered or were by such date required to have been delivered pursuant to Section 5.01(a) or 5.01(b) (or prior to the first delivery of any such financial statements, as of, or period of four consecutive fiscal quarters ended, June 30, 2018.

First Refinancing Facility Agreement” means the Refinancing Facility Agreement, dated as of April 13, 2017, among Holdings, the Borrower, the Subsidiary Loan Parties, the Lenders party thereto and the Administrative Agent.

First Refinancing Facility Agreement Effective Date” means the date of satisfaction of the conditions precedent referred to in Section 6 of the First Refinancing Facility Agreement.

 

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Flood Insurance Laws” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statue thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

Foreign Lender” means any Lender that is not a U.S. Person.

Foreign Pledge Agreement” means a pledge or charge agreement granting a Lien on Equity Interests in a Foreign Subsidiary to secure the Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary and in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure with respect to Letters of Credit issued by such Issuing Bank other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders.

FSHCO” means any Domestic Subsidiary if substantially all of its assets consist of the Equity Interests in or Indebtedness of one or more Foreign Subsidiaries or other Persons described in this definition.

GAAP” means generally accepted accounting principles in the United States of America, applied in accordance with the consistency requirements thereof.

Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, Governmental Authorities.

Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary

 

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obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations entered into in connection with any transaction not prohibited hereby or in the ordinary course of business. The amount, as of any date of determination, of any Guarantee shall be the principal amount or other determinable amount on such date of Indebtedness or other obligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal or determinable amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), in good faith by a Financial Officer of Holdings)). The term “Guarantee” as a verb has a corresponding meaning.

Guarantor” has the meaning set forth in the Collateral Agreement.

Hazardous Materials” means all explosive, radioactive, hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

Hedging Agreement” means any agreement with respect to any swap, forward, future or derivative transaction, or any option or similar agreement, involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt securities or instruments, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or combination of the foregoing transactions; provided that no (i) phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings or the Subsidiaries, (ii) Permitted Bond Hedge Transactions or (iii) Permitted Warrant Transactions, in each case, shall be a Hedging Agreement.

Holdings” means SVMK Inc., a Delaware corporation.

Holdings Merger” has the meaning set forth in Section 6.03(a).

Incremental Commitment” means an Incremental Revolving Commitment or an Incremental Term Commitment.

 

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Incremental Facility” means an Incremental Revolving Facility or an Incremental Term Facility.

Incremental Facility Agreement” means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among Holdings, the Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Term Commitments of any Series or Incremental Revolving Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.21.

Incremental Lender” means an Incremental Revolving Lender or an Incremental Term Lender, as applicable.

Incremental Revolving Commitment” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant to an Incremental Facility Agreement and Section 2.21, to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure under such Incremental Facility Agreement.

Incremental Revolving Facility” means an incremental portion of the Revolving Commitments established hereunder pursuant to an Incremental Facility Agreement providing for Incremental Revolving Commitments.

Incremental Revolving Lender” means a Lender with an Incremental Revolving Commitment.

Incremental Term Commitment” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant an Incremental Facility Agreement and Section 2.21, to make Incremental Term Loans of any Series hereunder, expressed as an amount representing the maximum principal amount of the Incremental Term Loans of such Series to be made by such Lender.

Incremental Term Facility” means an incremental term loan facility established hereunder pursuant to an Incremental Facility Agreement providing for Incremental Term Commitments.

Incremental Term Lender” means a Lender with an Incremental Term Commitment or an outstanding Incremental Term Loan.

Incremental Term Loan” means a Loan made by an Incremental Term Lender to the Borrower pursuant to Section 2.21.

Incremental Term Loan Maturity Date” means, with respect to Incremental Term Loans of any Series, the scheduled date on which such Incremental Term Loans shall become due and payable in full hereunder, as specified in the applicable Incremental Facility Agreement, and any extended maturity date with respect to all or a portion of any Class of Incremental Term Loans of any Series hereunder pursuant to a Loan Modification Agreement.

 

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Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (excluding trade accounts payable incurred in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) accounts payable incurred in the ordinary course of business, intercompany payables and charges of expenses in the ordinary course of business, and accruals for payroll and other operating expenses accrued in the ordinary course of business, (ii) deferred compensation payable to directors, officers or employees of such Person and (iii) any purchase price adjustment or earnout incurred in connection with an acquisition, except to the extent that the amount payable pursuant to such purchase price adjustment or earnout is, or becomes, reasonably determinable), (e) all Capital Lease Obligations of such Person, (f) the maximum aggregate amount of all letters of credit and letters of guaranty in respect of which such Person is an account party (x) supporting Indebtedness or (y) obtained for any purpose not in the ordinary course of business, (g) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances in respect of which such Person is an account party (x) supporting Indebtedness or (y) obtained for any purpose not in the ordinary course of business, (h) all Disqualified Equity Interests in such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Equity Interests or Indebtedness into which such Disqualified Equity Interests are convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Equity Interests, (i) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed by such Person, and (j) all Guarantees by such Person of Indebtedness described in any of the foregoing clauses (a) through (i) hereof of others. Notwithstanding anything to the contrary contained herein, Indebtedness shall not include (x) any amounts relating to employee consulting arrangements, accrued expenses, deferred rent, deferred taxes, customary obligations under employment agreements and deferred compensation, (y) deferred revenue and (z) the conversion by Holdings of its convertible securities pursuant to the terms of such convertible securities or otherwise in exchange therefor (other than for Disqualified Equity Interests or an instrument otherwise constituting Indebtedness). The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such other Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness of any Person for purposes of clause (i) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as reasonably determined by such Person.

 

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Indemnified Institution” has the meaning set forth in Section 9.03(b).

Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

Indemnitee” has the meaning set forth in Section 9.03(b).

Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by Holdings or any Subsidiary, including inventions, designs, patents, copyrights, licenses, trademarks, trade secrets, Domain Names, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.07, which shall be, in the case of any such written request, in the form of Exhibit E or any other form approved by the Administrative Agent.

Interest Payment Date” means (a) with respect to any ABR Loan (including a Swingline Loan), the third Business Day following the last day of each March, June, September and December, and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, such day or days prior to the last day of such Interest Period as shall occur at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Loan, the applicable Maturity Date.

Interest Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one week or one, two, three or six months thereafter (or, if agreed to by each Lender participating therein, twelve months thereafter), as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

 

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Interpolated Screen Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, a rate per annum which results from interpolating on a linear basis between (a) the applicable LIBO Screen Rate for the longest maturity for which a LIBO Screen Rate is available that is shorter than such Interest Period and (b) the applicable LIBO Screen Rate for the shortest maturity for which a LIBO Screen Rate is available that is longer than such Interest Period, in each case at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. The amount, as of any date of determination, of (i) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor representing a payment or prepayment of in respect of principal of such Investment, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (ii) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by a Financial Officer of Holdings or the Borrower, (iii) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair market value (as determined in good faith by a Financial Officer of Holdings or the Borrower) of such Equity Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of (but not any dividends or other distributions in respect of return on the capital of) such Investment, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (A) the cost of all additions thereto and minus (B) the amount of any portion of such Investment that has been repaid to the investor in cash as a repayment of principal or a return of capital, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of Section 6.04, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the Acquired Persons in accordance with GAAP, provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer of Holdings.

 

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IP Security Agreement” has the meaning set forth in the Collateral Agreement.

IP Subsidiary” means any Domestic Subsidiary (other than any Excluded Subsidiary) that at any time owns any Intellectual Property or rights to Intellectual Property that are material to the business or operations of Holdings and the Subsidiaries, taken as a whole.

IPO” means the initial underwritten public offering of common Equity Interests in Holdings pursuant to an effective registration statement filed with the SEC pursuant to the Securities Act.

IRS” means the United States Internal Revenue Service.

Issuing Bank” means (a) each of JPMCB, BofA, WF, SunTrust, and CS and (b) each Revolving Lender that shall have become an Issuing Bank hereunder as provided in Section 2.05(j) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.05(k)). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.05 with respect to such Letters of Credit).

Issuing Bank Sublimit” means, at any time, (a) with respect to JPMCB in its capacity as Issuing Bank, $8,332,500, (b) with respect to BofA in its capacity as Issuing Bank, $6,667,500, (c) with respect to WF in its capacity as Issuing Bank, $3,332,500, (d) with respect to SunTrust in its capacity as Issuing Bank, $5,000,000, (e) with respect to CS in its capacity as Issuing Bank, $1,667,500, and (f) with respect to any Lender that shall have become an Issuing Bank hereunder as provided in Section 2.4(j), such amount as set forth in the agreement referred to in Section 2.4(j) evidencing the appointment of such Lender (or its designated Affiliate) as an Issuing Bank.

JPMCB” means JPMorgan Chase Bank, N.A.

Junior Indebtedness” means any Indebtedness (or Permitted Refinancing in respect thereof) that is unsecured or subordinated by its express terms in right of payment to the Loan Document Obligations, but in any event excluding Indebtedness between or among Holdings and any Subsidiary or between or among any Subsidiaries.

Latest Maturity Date” means at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including in respect of any Incremental Facility and including any Maturity Date that has been extended from time to time in accordance with this Agreement.

 

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LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

LC Exposure” means, at any time, the sum of (a) the aggregate amount of all Letters of Credit that remains available for drawing at such time and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption,