EX-10.4 5 d72364dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

AMENDMENT NO. 3

TO AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Agreement”), dated as of February 18, 2021, relating to that certain Amended and Restated Credit Agreement, dated as of July 19, 2018 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 24, 2018 and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of July 31, 2020, as may be further amended, amended and restated, modified or supplemented from time to time, the “Existing Credit Agreement” and as amended by this Agreement, the “Credit Agreement”), by and among Intermedia Holdings, Inc., a Delaware corporation (the “Parent Borrower”), Intermedia.net, Inc., a Delaware corporation (“Intermedia”), Intermedia Voice Services, Inc., a Delaware corporation (“Intermedia Voice”), and AccessLine Communications Corporation, a Delaware corporation (“AccessLine” and collectively with the Parent Borrower, Intermedia and Intermedia Voice, the “Borrowers” and each a “Borrower”), Ivy Intermediate Holdings, Inc., a Delaware corporation, as Holdings and a Guarantor (“Holdings”), the other Guarantors party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), The Toronto-Dominion Bank, New York Branch, as L/C Issuer and Swing Line Lender and the Lenders party thereto from time to time, is entered into by the Loan Parties party hereto, the Administrative Agent and the Lenders party hereto, which collectively constitute the Required Lenders. Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

WHEREAS, the Borrowers have requested that the Administrative Agent and Lenders party hereto, which collectively constitute the Required Lenders, agree to amend the Credit Agreement in certain respects; and

WHEREAS, subject to the terms and conditions of this Amendment, the Administrative Agent and Lenders party hereto, which collectively constitute the Required Lenders, have agreed to amend the Credit Agreement as specified herein.

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

SECTION 1. AMENDMENT TO CREDIT AGREEMENT. Subject to the conditions to effectiveness set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

Section 6.01(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(c) Deliver to the Administrative Agent for prompt further distribution to each Lender, beginning with the fiscal year ending on December 31, 2018, within 90 days after the end of each such fiscal year, a detailed consolidated budget for the following fiscal year on a quarterly basis (including a projected consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Parent Borrower to be reasonable at the time such Projections were furnished, it being understood that such Projections are not to be viewed as facts or as a guarantee of performance or achievement of any particular results, are subject to significant uncertainties and contingencies many of which are beyond the control of the Parent Borrower and its Restricted Subsidiaries, and that actual results may vary from such Projections and that such variations may be material and that no assurance can be given that the projected results will be realized; and”


SECTION 2. CONDITIONS TO EFFECTIVENESS TO AMENDMENT TO CREDIT AGREEMENT. Section 1 shall become effective upon the receipt by the Administrative Agent of counterparts of this Agreement executed by the Administrative Agent, the Parent Borrower, each other Borrower, Holdings, each other Guarantor and the Required Lenders.

SECTION 3. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4. CREDIT AGREEMENT GOVERNS. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender, Administrative Agent or Collateral Agent under the Existing Credit Agreement or 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 Credit Agreement, as the case may be, 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 Existing Credit Agreement or Credit Agreement, as the case may be, or any other Loan Document in similar or different circumstances.

SECTION 5. COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

[SIGNATURE PAGES TO FOLLOW]

 

2


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

IVY INTERMEDIATE HOLDINGS, INC., as
Holdings and Guarantor
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer
INTERMEDIA HOLDINGS, INC., as Parent Borrower
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer
INTERMEDIA.NET, INC., as Borrower
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer
INTERMEDIA VOICE SERVICES, INC., as Borrower
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer
ACCESSLINE COMMUNICATIONS CORPORATION, as Borrower
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer
SERVERDATA.NET, INC., as Guarantor
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


TELANETIX, INC., a Delaware corporation, as Guarantor
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer
TELANETIX, INC., a California corporation, as Guarantor
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer
ACCESSLINE HOLDINGS, INC., as Guarantor
By:  

/s/ Jason Veldhuis

  Name: Jason Veldhuis
  Title:   Chief Financial Officer

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


TORONTO DOMINION (TEXAS) LLC,
as Administrative Agent
By:  

/s/ Annie Dorval

  Name: Annie Dorval
  Title:   Authorized Signatory
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as Swing Line Lender and L/C Issuer
By:  

/s/ Annie Dorval

  Name: Annie Dorval
  Title:   Authorized Signatory
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as a Lender
By:  

/s/ Annie Dorval

  Name: Annie Dorval
  Title:   Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


TRUIST BANK
as a lender
By:  

/s/ David Bennett

  Name: David Bennett
  Title:   Director

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


SUMITOMO MITSUI BANKING CORPORATION
as a Lender
By:  

/S/ Glenn Autorino

  Name: Glenn Autorino
  Title:   Managing Director

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


REGIONS BANK
as a Lender
By:  

/s/ Steven Dixon

  Name: Steven Dixon
  Title:   Director

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Apollo Trading LLC

/s/ Austin Penland

Austin Penland
Authorized Signatory


Appalachian Funding LLC

/s/ Austin Penland

Austin Penland
Authorized Sigantory


AUDAX CREDIT BDC INC.,

as a Lender

By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory
THORNEY ISLAND LIMITED PARTNERSHIP,
By: Audax Management Company (NY), LLC, its investment adviser, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory
KOCAA/AUDAX PRIVATE DEBT FUND, LP,
By Audax Management Company (NY), LLC, its investment manager, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory
AUDAX CREDIT OPPORTUNITIES (SBA), LLC, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory

 

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD., as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory
AUDAX SENIOR LOAN FUND III SPV, LLC, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory
AUDAX SENIOR DEBT (WCTPT) SPV II, LLC, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory
Audax Senior Loan Insurance Fund SPV, LLC,
By: Audax Management Company (NY), LLC, its manager, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Audax Senior Loan Fund III SPV, LLC, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory
Audax Senior Debt (AZ) SPV, LLC,
By: Audax Management Company (NY), LLC, its manager, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory
Audax Senior Debt (MP) SPV, LLC,
By: Audax Management Company (NY), LLC, its manager, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title: Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Audax Senior Debt (DMBA), LLC,
By: Audax Management Company (NY), LLC, its
manager,
as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title:   Authorized Signatory
Audax Senior Loan Fund (ST) SPV, LLC,
By: Audax Management Company (NY), LLC, its
manager,
as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title:   Authorized Signatory
Cliffwater Corporate Lending Fund,
By: Audax Management Company (NY), LLC, its
investment subadviser,
as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title:   Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Audax Senior Loan IDF Fund-E SPV II, LLC,

By: Audax Management Company (NY), LLC, its manager,

as a Lender

By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title:   Authorized Signatory

Audax Senior Debt CLO I, LLC,

as a Lender

By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title:   Authorized Signatory

Audax Senior Debt CLO II, LLC,

as a Lender

By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title:   Authorized Signatory

Audax Senior Debt CLO III, LLC,

as a Lender

By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title:   Authorized Signatory
Audax Senior Debt CLO 4, LLC, as a Lender
By:  

/s/ Michael P. McGonigle

  Name: Michael P. McGonigle
  Title:   Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Aries Capital Designated Activity Company
as a Lender
By:  

/s/ Denesh Goolab

  Name: Denesh Goolab
  Title: Authorized Signatory
By:  

/s/ Jihad CHIHEB

  Name: Jihad CHIHEB
  Title: Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


BLANFORD CAPITAL COMPANY #5, LLC,
as a Lender
By:  

/s/ R. Scott Chisholm

  Name: R. Scott Chisholm,
  Title:   Authorized Signer

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Elysium Limited

as a Lender

By:  

/s/ Pavel Antonov

  Name: Pavel Antonov
  Title: Attorney In Fact

 

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


First Eagle Berkeley Fund CLO LLC

as a Lender

By: First Eagle Private Credit, LLC, its Designated Manager

By:  

/s/ James R. Fellows

  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Lake Shore MM CLO I Ltd.

as a Lender

By First Eagle Alternative Credit, LLC, as Investment Manager

By:  

/s/ James R. Fellows

  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Lake Shore MM CLO II Ltd.

as a Lender

By First Eagle Alternative Credit EU, LLC, as Servicer

By:  

/s/ James R. Fellows

  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


NewStar Arlington Senior Loan Program LLC

as a Lender

By: First Eagle Private Credit, LLC, its Designated Manager

By:  

/s/ James R. Fellows

  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Wind River 2014-1 CLO Ltd.

as a Lender

By First Eagle Alternative Credit SLS, LLC, as Investment Manager

By:  

/s/ James R. Fellows

  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Wind River 2018-1 CLO Ltd.

as a Lender

By First Eagle Alternative Credit, LLC,

as Investment Manager

By: /s/ James R. Fellows

Name: James R. Fellows
Title: Managing Director/Co-Head

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit BSL III Limited

as a Lender

By: FC BSL Management LLC Series III,

a designated series of FC BSL Management LLC

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


FORTRESS CREDIT BSL IV LIMITED

as a Lender

By: FC BSL Management LLC Series IV,

a designated series of FC BSL Management LLC,

its collateral manager

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit BSL V Limited

as a Lender

By: FC BSL Management LLC Series V,

a designated series of FC BSL Management LLC,

its collateral manager

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit BSL VI Limited

as a Lender

By: FC BSL VI Management LLC,

its collateral manager

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit BSL VII Limited

as a Lender

By: FC BSL VII Management LLC,

its collateral manager

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit BSL VIII Limited

as a Lender

By: FC BSL VIII Management LLC, its collateral manager

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit Opportunities IX CLO Limited

as a Lender

By: FCOD CLO Management LLC, its collateral manager

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit Opportunities VI CLO Limited

as a Lender

By: FCOO CLO Management LLC, its collateral manager

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit Opportunities VII CLO Limited

as a Lender

By: FCO VII CLO CM LLC, its collateral manager

By: /s/ Scott Silvers

Name: Scott Silvers
Title: Authorized Signatory

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Fortress Credit Opportunities XI CLO Limited

as a Lender

By: FCOD CLO Management LLC, its collateral manager

By:  

/s/ Scott Silvers

  Name: Scott Silvers
  Title: Authorized Signatory

 

Intermedia Holdings, Inc. Signature Page to Amendment No. 3 to Credit Agreement


Hoback Trading, LLC, as a Lender

By: Truist Bank, as Manager

By:  

/s/ Connie Bailey-Blake

  Name: Connie Bailey-Blake
  Title: Vice President

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


[M]ain Street Capital Corporation as a Lender
By:  

/s/ Samuel Cashiola

  Name: Samuel Cashiola
  Title: Managing Director

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Monroe Capital MML CLO VII, Ltd.
By: Monroe Capital Asset Management LLC, as
Asset Manager and Attorney-in Fact
By:  

/s/ Jeffrey Williams

  Name: Jeffrey Williams
  Title: Managing Director

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


NORTHLEAF CAPITAL PARTNERS (CANADA) LTD.,
in its capacity as manager of each of:
NORTHLEAF SENIOR PRIVATE CREDIT LP and
NORTHLEAF SENIOR PRIVATE CREDIT-L LP,
each as a Lender
By:  

/s/ Katherine Gurney

  Name: Katherine Gurney
  Title: General Counsel
  Signed at Toronto, Canada
By:  

/s/ Gavin Foo

  Name: Gavin Foo
  Title: Managing Director
  Signed at Toronto, Canada
NSPC-L HOLDINGS II LP, as a Lender, by its general
partner, NSPC-L HOLDINGS II GP LTD.
By:  

/s/ Katherine Gurney

  Name: Katherine Gurney
  Title: General Counsel
  Signed at Toronto, Canada
By:  

/s/ Gavin Foo

  Name: Gavin Foo
  Title: Managing Director
  Signed at Toronto, Canada
NPC I HOLDINGS LP, as a Lender, by its general
partner, NPC I HOLDINGS GP LTD.
By:  

/s/ Katherine Gurney

  Name: Katherine Gurney
  Title: General Counsel
  Signed at Toronto, Canada
By:  

/s/ Gavin Foo

  Name: Gavin Foo
 

Title: Managing Director

Signed at Toronto, Canada

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


CROWN POINT CLO III, Ltd.
By: Pretium Credit Management, LLC, as Collateral Manager, as a Lender
    By:  

/s/ Jonathan Chin

    Name: Jonathan Chin
    Title: Director

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


CROWN POINT CLO 5 Ltd.
By: Pretium Credit Management, LLC, as Collateral Manager, as a Lender
By  

Jonathan Chin

  Name: Jonathan Chin
  Title:   Director

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Mount Logan Funding 2018-1 LP
as a Lender
By:  

/s/ Ted Goldthorpe

  Name: Ted Goldthorpe
  Title:   Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Mount Logan MML CLO 2019-1 LP
as a Lender
By:  

/s/ Ted Goldthorpe

  Name: Ted Goldthorpe
  Title:   Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement


Garrison Funding 2018-2 Ltd.
as a Lender
By:  

/s/ Ted Goldthorpe

  Name: Ted Goldthorpe
  Title:   Authorized Signatory

 

Intermedia Holdings, Inc.

Signature Page to Amendment No. 3 to Credit Agreement