LifeLock 2015 Annual Report Download - page 110

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Agreement”)
is entered into as of November 6, 2015 (the “Effective Date”) among LIFELOCK, INC., a Delaware corporation (the “Borrower”), the
Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and
not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the parties have entered into that certain Credit Agreement dated as of January 9, 2013 among the Borrower, the
Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer (as amended or modified from time to time, the “Credit Agreement”); and
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments. The Credit Agreement is hereby amended as follows:
(a) Clause (c) in the definition of “Base Rate” in Section 1.01 of the Credit Agreement is hereby amended to read
as follows:
(c) the Eurodollar Rate plus 1.00%; and if the Base Rate shall be less than zero, such rate shall be deemed zero
for purposes of this Agreement.
(b) The definition of “Change of Control” in Section 1.01 of the Credit Agreement is hereby amended to read as
follows:
“Change of Control” means the occurrence of any of the following events:
(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or
entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a
person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right
to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 35% or more of the Equity Interests of the Borrower entitled to vote for members of the
board of directors or equivalent governing body of the Borrower on a fully diluted basis (and taking into account all
such securities that such person or group has the right to acquire pursuant to any option right); or
(b) during any period of 24 consecutive months, a majority of the members of the board of directors or
other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that
board or equivalent governing
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