LifeLock 2015 Annual Report Download - page 111

body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was
approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing body.
(c) Clause (a) in the definition of “Consolidated Cash EBITDA” in Section 1.01 of the Credit Agreement is hereby
amended to delete the “and” after subsection (viii), replace the “;” at the end of subsection (ix) with “; and” and to add a new
subsection (x) to read as follows:
(x) beginning with the quarter ending December 30, 2014, settlement payments, legal expenses, administration fees
and other third party costs actually incurred or expensed and related to the litigation and settlement of the Ebarle Class
Action Lawsuit, the FTC Contempt Action and the States’ Attorneys General Matters; provided, that, the aggregate amount
that may be added back pursuant to this clause (a)(x) shall not exceed $130,000,000 during the term of this Agreement;
(d) The definition of “Eurodollar Base Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as
follows:
“Eurodollar Base Rate” means:
(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London
Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative
Agent, as published by Bloomberg (or such other commercially available source providing such quotations as may
be designated by the Administrative Agent from time to time) (in such case, the “ LIBOR Rate”) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and
(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to
the LIBOR Rate, at approximately 11:00 a.m., London time determined two Business Days prior to such date for
Dollar deposits with a term of one month commencing that day;
provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection
herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to
the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate
shall be applied as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurodollar Base
Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
(e) The definition of “Guarantors” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:
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