WHEREAS, pursuant to Sections 7.06 and 8.02 of the Indenture, the Consenting
Holder has validly tendered, and not withdrawn, their consent to the adoption of the Proposed Amendments to be effectuated by this Supplemental Indenture and Collateral Agreement Amendment in accordance with the provisions of the Indenture, and the
Issuer, having received the requisite consents for the Proposed Amendments (the Requisite Consent), desires to amend the Indenture as provided in this Supplemental Indenture and Collateral Agreement Amendment;
WHEREAS, in accordance with Section 8.1 of the Collateral Agreement, the Issuer, the Collateral Agent, and other
Subsidiary Grantors thereto agree to make certain amendments to the Collateral Agreement, subject to the terms and conditions set forth herein; and
WHEREAS, the Issuer has heretofore delivered or is delivering contemporaneously herewith to the Trustee and the Collateral Agent
(i) evidence of the written consent of the Consenting Holder set forth in the immediately preceding paragraph and (ii) the Officers Certificate and the Opinion of Counsel described in Sections 8.06 and 13.03 of the
Indenture;
NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this
Supplemental Indenture and Collateral Agreement Amendment, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE ONE
AMENDMENTS
AND DIRECTION
SECTION 1.01 Amendments to the Indenture.
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(a) |
Section 1.01 of the Indenture is hereby amended to restate the following definitions
in their entirety to read as follows: |
Indenture Documents means this Indenture, the Notes, the
Security Documents, the Intercreditor Agreement (including, for the avoidance of doubt, the Pari Passu Intercreditor Agreement and the Priority Intercreditor Agreement), and any other instrument or agreement entered into, now or in the future, by
the Company or any Guarantor or the Collateral Agent and/or Trustee in connection with the Indenture.
Intercreditor
Agreement means, collectively, and individually, each of the Pari Passu Intercreditor Agreement and the Priority Intercreditor Agreement.
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(b) |
Section 1.01 of the Indenture is hereby amended to add the following definitions:
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Lien has the meaning assigned to such term in the Credit Agreement.
Pari Passu Intercreditor Agreement means the First Lien Pari Passu Intercreditor Agreement, dated as of November 14,
2023, among Lynrock Lake Master Fund LP, as lender under the Initial Credit Agreement (as defined therein), U.S. Bank Trust Company, National Association, as Representative for the Initial Other First Lien Claimholders (as defined therein) and
collateral agent for the Initial Other First Lien Claimholders (as defined therein), and each additional Representative (as defined therein) and Collateral Agent (as defined therein) from time to time party hereto for the Other First Lien
Claimholders (as defined therein) of the Series (as defined therein) with respect to which it is acting in such capacity, and acknowledged and agreed to by Edgio, Inc., and the other Grantors (as defined therein), as amended, restated, modified
and/or supplemented in accordance with the provisions hereof and thereof.