LifeLock 2015 Annual Report Download - page 117

(r) Section 11.01(a) of the Credit Agreement is amended to delete the “or” at the end of subsection (v), replace the
“;” at the end of subsection (vi) with “; or” and adding the following subsection (vii) to read as follows:
(vii) change any provision of the Credit Agreement requiring consent of the Supermajority Lenders or change
the definition of “Supermajority Lenders” without the written consent of the Supermajority Lenders;
(s) Section 11.04(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the
reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents, the Litigation Matters (including the costs incurred in
retention of any advisors to analyze the Litigation Matters or the impact of any proposed settlements or compromises
proposed that relate to the Litigation Matters), or any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
2. LifeLock Consumer Development LLC Consent. Notwithstanding the terms of Section
7.12 of the Credit Agreement, the Administrative Agent and the Lenders hereby agree, effective as of September 5, 2015, that the
Loan Parties shall have until November 15, 2015 to deliver to the Administrative Agent all documentation necessary to satisfy the
requirements of Sections 7.12(a) and (b) of the Credit Agreement as they relate to the joinder of LifeLock Consumer Development
LLC. The above consent shall not modify or affect the Loan Parties’ obligations to comply fully with the terms of Section 7.12 of the
Credit Agreement or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document in
the future. The consent is limited solely to the specific consent identified above and nothing contained in this Agreement shall be
deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any Lender may have under the Credit
Agreement or any other Loan Document or under applicable law.
3. Conditions Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by (i) a Responsible
Officer of the Borrower and each Guarantor, (ii) the Required Lenders and (iii) the Administrative Agent;
(b) receipt by the Administrative Agent’s of such certificates of resolutions or other action and incumbency
certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity,
authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this
Agreement and the other Loan Documents to which such Loan Party is a party; and
(c) payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders
(including reasonable fees and expenses of legal counsel) in connection with this Agreement to the extent invoiced as of the
date hereof (paid directly to such counsel if
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