Contract

Exhibit 10.2

Execution Version

INCREMENTAL TERM LOAN AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 9, 2016 (this “Amendment”), is made and entered into by and among Endurance International Group Holdings, Inc., a Delaware corporation (“Holdings”), EIG Investors Corp., a Delaware corporation (the “Borrower”), each of the entities listed under the caption “Incremental Term Loan Amendment Lenders” on the signature pages hereto (each, an “Incremental Term Loan Amendment Lender” and, collectively, the “Incremental Term Loan Amendment Lenders”), Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”), and, for purposes of Sections 7 and 9 hereof only, the other Loan Parties party hereto.

RECITALS:

WHEREAS, reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 25, 2013 (as amended, restated, supplemented or otherwise modified and as in effect immediately prior to the Incremental Term Loan Amendment Effective Time (as defined below), the “Credit Agreement”), by and among Holdings, the Borrower, the lenders from time to time party thereto and the Administrative Agent;

WHEREAS, the Borrower intends to acquire (the “Acquisition”), directly or indirectly, all of the outstanding equity interests of Constant Contact, Inc., a Delaware corporation (the “Company”), pursuant to that certain Agreement and Plan of Merger dated as of October 30, 2015 (together with all exhibits, schedules, annexes and disclosure schedules thereto, collectively, the “Merger Agreement”) among Holdings, Paintbrush Acquisition Corporation, a Delaware corporation and a Wholly Owned Subsidiary of the Borrower (“Merger Sub”), and the Company;

WHEREAS, in connection with the foregoing, it is intended that the Borrower will obtain (a) a Revolving Commitment Increase in an aggregate principal amount of $40,000,000 pursuant to Section 2.20(a)(i) of the Credit Agreement (the “Revolving Facility Increase”), (b) immediately following the incurrence of the Revolving Facility Increase, a senior secured revolving credit facility in an aggregate principal amount of $165,000,000 incurred in the form of Other Revolving Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Refinancing Revolving Facility”) and (c) promptly following the incurrence of the Refinancing Revolving Facility, Incremental Term Loans in an aggregate principal amount of $735,000,000 pursuant to Section 2.20(a)(ii) of the Credit Agreement (the “Incremental Term Loans”);

WHEREAS, in connection with the foregoing, it is also intended that the Borrower will, at its option, (a) issue and sell senior unsecured notes (the “Notes”) in a Rule 144A or other private placement on or prior to the Amendment Effective Date (as defined below) yielding gross cash proceeds equal to $350,000,000 and/or (b) if and to the extent that less than $350,000,000 in gross cash proceeds are received from the Notes issued on or prior to the Amendment Effective Date, incur up to $350,000,000 (less the gross cash proceeds from any Notes issued on or prior to the Amendment Effective Date) of senior unsecured increasing rate loans under a senior unsecured credit facility (the “Bridge Facility”);

WHEREAS, the proceeds of the Incremental Term Loans funded, the Notes issued and/or the Bridge Facility incurred on the Amendment Effective Date and cash on hand of Holdings and the Company and their respective subsidiaries, if applicable, will be applied (a) to pay the consideration in connection with the Acquisition and any other payments required under the Merger Agreement, (b) to refinance Revolving Loans outstanding under the Credit Agreement and (c) to pay the fees and expenses incurred in connection with the transactions described hereinabove with any remainder to be credited to the Borrower’s and/or the Company’s account for general corporate purposes (the transactions described hereinabove, collectively, the “Transactions”);

WHEREAS, in connection with the foregoing, the Borrower has requested that (a) the Incremental Term Loan Amendment Lenders provide the Incremental Term Loans and (b) the Credit Agreement be amended in the manner provided for herein; it being understood and agreed that the proceeds of the Incremental Term Loans will be used, on the Amendment Effective Date, solely for the purposes described in the immediately preceding paragraph; and

WHEREAS, the Incremental Term Loan Amendment Lenders are willing to provide the Incremental Term Loans to the Borrower at the Incremental Term Loan Amendment Effective Time, and the parties hereto wish to amend the Credit Agreement, in each case on the terms set forth herein and in the Credit Agreement (as amended hereby, the “Amended Credit Agreement”) and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Amendment is an “Incremental Term Facility Amendment” and a “Loan Document” for purposes of (and as such terms are defined in) the Credit Agreement and the other Loan Documents.

SECTION 2. Incremental Term Loans. (a) Each Incremental Term Loan Amendment Lender hereby agrees, severally and not jointly, to make an Incremental Term Loan to the Borrower at the Incremental Term Loan Amendment Effective Time in an aggregate principal amount equal to the amount set forth opposite such Incremental Term Loan Amendment Lender’s name on Schedule I attached hereto, on the terms set forth herein and in the Amended Credit Agreement, and subject to the conditions set forth below. The Incremental Term Loans shall be deemed to be “Term Loans” as defined in the Amended Credit Agreement for all purposes of the Credit Agreement and the other Loan Documents having terms and provisions identical to those applicable to the Term Loans outstanding on the date hereof immediately prior to the Incremental Term Loan Amendment Effective Time except as otherwise set forth in this Amendment (including Annex A hereto).

(b) Unless previously terminated, the commitments of the Incremental Term Loan Amendment Lenders pursuant to Section 2(a) shall terminate at 6:00 p.m., New York City time, on the Amendment Effective Date.

(c) Each Incremental Term Loan Amendment Lender: (i) confirms that a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and make an Incremental Term Loan, has been made available to such Incremental Term Loan Amendment Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any of Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx Lending Partners LLC or Jefferies Finance LLC, in their capacities as joint lead arrangers and joint bookrunners with respect to this Amendment or any other debt financing transactions forming part of the Transactions (collectively, the “Arrangers”), or any other Lender or agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or the other Loan Documents, including this Amendment; (iii) appoints and authorizes the Administrative Agent to take such action as

agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) acknowledges and agrees that upon the Incremental Term Loan Amendment Effective Time such Incremental Term Loan Amendment Lender shall be a “Lender” and an “Additional Term Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender and an Additional Term Lender thereunder.

SECTION 3. Original Issue Discount. The Incremental Term Loans will be funded to the Borrower on the Amendment Effective Date at a discount of 3.0% of the principal amount thereof; provided that the Incremental Term Loan Amendment Lenders may determine that, in lieu of such Incremental Term Loans being issued at a discount, the Borrower shall pay upfront fees to the Incremental Term Loan Amendment Lenders on the Amendment Effective Date in the aggregate amount of 3.0% of the principal amount of the Incremental Term Loans on the Amendment Effective Date (or a combination of such discount and/or upfront fees not to exceed 3.0% in the aggregate on the Amendment Effective Date may be required, as determined and notified by the Incremental Term Loan Amendment Lenders to the Borrower prior to the Amendment Effective Date). In addition, if, on February 28, 2016 (the “Adjustment Date”), any Incremental Term Loan Amendment Lender that is an affiliate of an Arranger holds any Incremental Term Loans, the Borrower shall pay, on the Adjustment Date, to all Incremental Term Loan Lenders holding Incremental Term Loans on the Adjustment Date, additional upfront fees in an aggregate amount of 1.0% of the principal amount of the Incremental Term Loans outstanding on the Adjustment Date (the “Additional Upfront Fee”).

SECTION 4. Additional Amendments; Type of Amendments. In furtherance of the foregoing, effective upon the Term Loan Incremental Amendment Effective Time, and in accordance with Section 2.20 of the Credit Agreement, the parties hereto agree that the Credit Agreement is hereby amended as set forth on Annex A hereto. The Borrower and the Administrative Agent hereby acknowledge and agree that all amendments set forth in this Amendment are, in the reasonable opinion of the Administrative Agent and the Borrower, necessary and appropriate to effect the provisions of Section 2.20 of the Credit Agreement.

SECTION 5. Conditions to Incremental Term Loans. Each Incremental Term Loan Amendment Lender’s obligation to provide the Incremental Term Loans shall become effective at the time (the “Incremental Term Loan Amendment Effective Time”) upon which all of the following conditions shall have been satisfied or waived (the date on which the Incremental Term Loan Amendment Effective Time shall have occurred being referred to herein as the “Amendment Effective Date”):

(a) The Administrative Agent (or its counsel) shall have received from Holdings, the Borrower, each other Loan Party and each Incremental Term Loan Amendment Lender either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment.

(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders (including, without limitation, the Incremental Term Loan Amendment Lenders) and dated the Amendment Effective Date) of each of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel for the Loan Parties, (ii) Morris, Nichols, Arsht & Xxxxxxx LLP, Delaware counsel for the Loan Parties, (iii) Durham, Xxxxx & Xxxxxxx P.C., Utah counsel for the Loan Parties, (iv) Xxxxx Xxxxx LLP, Florida counsel for the Loan Parties, and (v) Xxxxxxxx Xxxxxxx LLP, Georgia counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received a certificate of each Loan Party, dated the Amendment Effective Date, substantially in the form of Exhibit E to the Credit Agreement with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents or certifications, as applicable, referred to in paragraph (d) of this Section.

(d) The Administrative Agent shall have received (i) as to each Loan Party, either (x) a copy of each Organizational Document of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s Organizational Documents certified and delivered to the Administrative Agent on the Third Amendment Effective Date pursuant to paragraphs (c) and (d), respectively, of Section 4.03 of the Credit Agreement remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates delivered to the Administrative Agent on the Third Amendment Effective Date pursuant to paragraphs (c) and (d) of Section 4.03 of the Credit Agreement remain true and correct as of the Amendment Effective Date, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution and delivery, as applicable, and performance of this Amendment, certified as of the Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date.

(e) The Administrative Agent or the Arrangers, as applicable, shall have received all fees and other amounts (which may, at the Administrative Agent’s option in consultation with the Borrower and the Arrangers, be offset against, or paid directly with proceeds of, the Incremental Term Loans made on the Amendment Effective Date) previously agreed in writing by the Administrative Agent or the Arrangers, as applicable, and the Borrower to be due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document or any other letter agreement entered into between or among any of such Persons.

(f) Since the date of the Merger Agreement, there shall not have been any Effects (as defined in the Merger Agreement) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement).

(g) Such of the representations and warranties made by the Company in the Merger Agreement with respect to the Company and its subsidiaries as are material to the interests of the Lenders (including the Incremental Term Loan Amendment Lenders), but only to the extent that Holdings and/or Holdings’ applicable affiliate has the right to terminate Holdings and/or such affiliate’s obligations under the Merger Agreement, or decline to consummate the Acquisition, as a result of a breach of such representations in the Merger Agreement (to such extent, the “Specified Merger Agreement Representations”) shall be true and correct in all material respects on and as of the Amendment Effective Date.

(h) The representations and warranties set forth in each of Section 3.01 (with respect to corporate or other organizational existence of each Loan Party and to power and authority to enter into and perform under this Amendment), Section 3.02 (with respect to authorization, execution, delivery and performance and enforceability of this Amendment), clause (i) of Section 3.03(b) (with respect to the entrance into and performance of this Amendment), Section 3.08 and the second sentence of Section 3.16 of the Credit Agreement and in each of Sections 2.03(f) and Section 3.02(c) of the Collateral Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date; provided that (i) any such representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of the Amendment Effective Date, (ii) any reference in such representations or warranties to the “Transactions,” the “Financing Transactions” or the “Third Amendment Transactions” shall be deemed, mutatis mutandis, to also refer to the Transactions, and (iii) any reference in such representations to the “Effective Date” or to the “Third Amendment Effective Date” shall be deemed, mutatis mutandis, to also refer to the Amendment Effective Date.

(i) The representations set forth in Section 6 shall be true and correct in all material respects.

(j) The Acquisition shall have been consummated or, substantially simultaneously with the borrowing of the Incremental Term Loans hereunder, shall be consummated, in all material respects in accordance with the Merger Agreement, after giving effect to any modifications, amendments, consents or waivers not prohibited by this Section 5(j). The Merger Agreement shall not have been amended, waived or modified by Holdings, the Borrower or any of their respective affiliates in a manner materially adverse to the Incremental Term Loan Amendment Lenders or the Arrangers without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned, and provided that the Arrangers shall be deemed to have consented to such amendment, waiver or consent unless they object thereto within five Business Days after written notice of such proposed amendment, waiver or consent) (it being understood that (w) any substantive modification, amendment, consent or waiver to the definition of Company Material Adverse Effect (as defined in the Merger Agreement) shall be deemed to be material and adverse to the interests of the Incremental Term Loan Amendment Lenders and the Arrangers, (x) the granting of any consent under the Merger Agreement that is not materially adverse to the interests of the Incremental Term Loan Amendment Lenders or the Arrangers will not otherwise constitute an amendment, modification or waiver, (y) any increase in the purchase price of the Acquisition will be deemed not to be materially adverse to the Incremental Term Loan Amendment Lenders or the Arrangers so long as such increase is funded by cash on hand of Holdings or its Subsidiaries and (z) any reduction in the purchase price of the Acquisition shall not be deemed to be material and adverse to the interests of the Incremental Term Loan Amendment Lenders or the Arrangers, so long as such reduction shall be applied first (i) if applicable, to reduce the amount of commitments in respect of the Bridge Facility to $200,000,000 and (ii) after giving effect to the application of clause (i), to reduce the amount of commitments in respect of the Incremental Term Loans).

(k) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying as to the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions.

(l) The Collateral and Guarantee Requirement, substantially simultaneously with the consummation of the Acquisition on the Amendment Effective Date, shall be satisfied with respect to the Company and each of its Restricted Subsidiaries (other than any Excluded Subsidiaries); provided that, to the extent any security interest in any collateral of the Company or any of its Restricted Subsidiaries is not or cannot be provided or perfected on the Amendment Effective Date (other than a security interest in any collateral which may be perfected by the filing of a financing statement under the Uniform Commercial

Code or by the delivery of certificated equity securities (and related security powers) of the Company and its material, wholly-owned Restricted Subsidiaries organized in the United States that are part of the collateral (provided, in each case, that such certificated equity securities will be required to be delivered on the Amendment Effective Date only to the extent received from the Company, it being understood that the Borrower shall use its commercially reasonable efforts to cause such certificated equity securities to be delivered by the Company on the Amendment Effective Date) after use of commercially reasonable efforts by the Borrower to do so without undue burden or expense, then the provision and/or perfection of a security interest in such collateral shall not constitute a condition hereunder, but instead shall be required to be provided or perfected after the Amendment Effective Date pursuant to arrangements and timing to be agreed by the Administrative Agent and the Borrower acting reasonably within 90 days following the Amendment Effective Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrower). Without limiting the foregoing, with respect to guarantees and collateral to be provided by the Company and any of its Subsidiaries (other than an entity organized in the State of Delaware), if such guarantees and collateral cannot be provided as a condition hereunder solely because the existing directors, members, managers or other governing persons of the Company or such Subsidiaries have not authorized the provision of such guarantees and collateral prior to the funding of the Incremental Term Loans hereunder and applicable state law does not permit the “escrowing” of authorizations by the future directors or managers that will become effective at a future date, the representations made and legal opinions given with respect to the due authorization of such guarantees and collateral may be qualified subject to receiving ratifying resolutions authorizing such guarantees and collateral and such ratifying resolutions and duly authorized guarantees and collateral shall be provided no later than 11:59 p.m., New York City time, on the Amendment Effective Date; provided that the failure to provide such guarantees and collateral by such time shall be an immediate event of default under the Amended Credit Agreement.

(m) The Administrative Agent and the Arrangers shall have received, at least three Business Days (as defined in the Merger Agreement) prior to the Amendment Effective Date, all documentation and other information about the Borrower, Holdings and the other Loan Parties as shall have been reasonably requested in writing at least ten Business Days prior to the Amendment Effective Date by the Administrative Agent or the Arrangers that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act.

(n) The Administrative Agent shall have received a Borrowing Request with respect to the Incremental Term Loans not later than 2:00 p.m., New York City time, one Business Day before the Amendment Effective Date and otherwise in accordance with the requirements of Section 2.03 of the Credit Agreement.

The Administrative Agent shall notify Holdings, the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 6. Additional Representations. Each of Holdings and the Borrower represents and warrants to the Incremental Term Loan Amendment Lenders that as of the Amendment Effective Date:

(a) (i) the sum of the debt (including contingent liabilities) of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of Holdings and its Subsidiaries, on a consolidated basis, (ii) the capital of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts

including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability;

(b) the Borrower will not (i) knowingly use the proceeds of the Incremental Term Loans, or otherwise make available such proceeds to any Person subject to economic sanctions administered or enforced by the United States Government (including without limitation, sanctions enforced by the United States Department of the Treasury’s Office of Foreign Assets Control) (“Sanctions”) for the purpose of funding the activities of any Person subject to Sanctions in a manner that would result in a violation by such Person of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and

(c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant hereto)).

SECTION 7. Reaffirmation of Guarantees and Security Interests. Each Loan Party hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the transactions contemplated hereby, including the extension of credit in the form of the Incremental Term Loans. Each Loan Party hereby (a) affirms and confirms its guarantees, pledges, grants and other undertakings under the Credit Agreement and the other Loan Documents to which it is a party, (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties (as defined in the Collateral Agreement), including the Incremental Term Loan Amendment Lenders, and (c) acknowledges that from and after the date hereof, all Incremental Term Loans from time to time outstanding shall be Secured Obligations (as defined in the Collateral Agreement).

SECTION 8. Expenses; Indemnity; Damage Waiver. Sections 9.03(a), (b), (d) and (e) of the Credit Agreement are hereby incorporated, mutatis mutandis, by reference as if such sections were set forth in full herein. The terms and conditions of Sections 9.03(a), (b), (d) and (e) of the Credit Agreement shall apply, mutatis mutandis, to each Arranger, in its capacity as such, as if it were the Administrative Agent under the Credit Agreement, including, for the avoidance of doubt, liabilities, losses, damages, claims, costs, expenses and disbursements arising out of the arrangement and syndication of the Incremental Term Loans; provided that, notwithstanding anything else therein, such expense reimbursement provisions of Section 9.03(a) of the Credit Agreement shall only apply as provided hereinabove if the Incremental Term Loan Amendment Effective Time occurs.

SECTION 9. Miscellaneous.

(a) Notice. For purposes of the Credit Agreement, the initial notice address of each Incremental Term Loan Amendment Lender shall be as set forth below its signature below.

(b) Non-U.S. Lenders. Each Incremental Term Loan Amendment Lender that is not a U.S. person (as defined in Section 7701(a)(30) of the Code), if any, shall have delivered to the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Incremental Term Loan Amendment Lender may be required to deliver to Administrative Agent pursuant to Section 2.17 of the Credit Agreement.

(c) Recordation of the Incremental Term Loans. Upon execution and delivery hereof, and the funding of the Incremental Term Loans, the Administrative Agent will record in the Register the Incremental Term Loans made by the Incremental Term Loan Amendment Lenders.

(d) Amendment, Modification and Waiver. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.

(e) Entire Agreement. This Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.

(f) Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York; provided, however, that (i) the interpretation of the definition of “Company Material Adverse Effect” (as defined in the Merger Agreement) and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any Specified Merger Agreement Representation and whether as a result of any inaccuracy thereof Holdings or any of Holdings’ affiliates have the right to terminate Holdings’ or such affiliate’s obligations thereunder or decline to consummate the Acquisition and (iii) the determination of whether the Acquisition has been consummated in accordance with the terms of the Merger Agreement, in each case shall be determined pursuant to the Merger Agreement, which is governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the law of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

(g) Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent, the Arrangers or any Incremental Term Loan Amendment Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other Loan Document against Holdings or the Borrower or their respective properties in the courts of any jurisdiction.

(h) Waiver of Objection to Venue and Forum Non Conveniens. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment in any court referred to in Section 9(g) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(i) Consent to Service of Process. Each party to this Amendment irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement. Nothing in any Loan Document will affect the right of any party to this Amendment to serve process in any other manner permitted by law.

(j) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(k) Severability. Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

(l) Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

(m) Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 10. Certain Adjustments. The Borrower hereby acknowledges and agrees that, pursuant to clause (E) of the first proviso to Section 2.20(a)(ii) of the Credit Agreement, immediately upon the incurrence of the Incremental Term Loans on the Amendment Effective Date pursuant to this Amendment, the “Applicable Rate” under the Amended Credit Agreement applicable to the Third Amendment Term Loans (as defined on Annex A) shall automatically increase to (i) 4.23% per annum, in the case of ABR Loans, or (ii) 5.23% per annum, in the case of Eurodollar Loans; provided that if the Arrangers or any of their respective Affiliates hold any Incremental Term Loans on the Adjustment Date, such “Applicable Rate” applicable to the Third Amendment Term Loans shall automatically further increase on and as of the Adjustment Date upon the payment of the Additional Upfront Fee to (x) 4.48% per annum, in the case of ABR Loans, or (y) 5.48% per annum, in the case of Eurodollar Loans.

SECTION 11. Additional Undertaking. The Borrower hereby agrees that it shall, from and after the Amendment Effective Date, use commercially reasonable efforts to make voluntary prepayments of the Third Amendment Term Loans (as defined on Annex A) in accordance with the Amended Credit Agreement on such dates and in such amounts as are necessary to effectively double the amount of each remaining scheduled amortization payment in respect of the Third Amendment Term Loans required under the Credit Agreement as of the date hereof (as they may be adjusted from time to time pursuant to the Amended Credit Agreement).

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the day and year first above written.


EIG INVESTORS CORP., as Borrower

By:		/s/ Xxxx Xxxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxxx
		Title: Chief Executive Officer and President

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.,
as Holdings

By:		/s/ Xxxx Xxxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxxx
		Title: Chief Executive Officer and President

[Endurance - Incremental Term Loan Amendment]


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Authorized Signatory

By:		/s/ Xxxxxx Xxx Xxxxx
		Name: Xxxxxx Xxx Xxxxx
		Title: Authorized Signatory

[Endurance - Incremental Term Loan Amendment]


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Incremental Term Loan Amendment Lender

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Authorized Signatory

By:		/s/ Xxxxxx Xxx Xxxxx
		Name: Xxxxxx Xxx Xxxxx
		Title: Authorized Signatory

		Notice Address: Credit Suisse AG, Cayman Islands Branch 00 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Portrait Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-Mail: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx

[Endurance - Incremental Term Loan Amendment]


XXXXXXX SACHS LENDING PARTNERS LLC, as Incremental Term Loan Amendment Lender

By:		/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx
		Authorized Signatory

		Notice Address: Xxxxxxx, Sachs & Co. 00 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000

[Endurance - Incremental Term Loan Amendment]


JEFFERIES FINANCE LLC, as Incremental Term Loan Amendment Lender

By:		/s/ Xxxx XxXxxxxxx
		Name: Xxxx XxXxxxxxx
		Title: Managing Director

		Notice Address: Jefferies Finance LLC 000 Xxxxxxx Xxx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx XxXxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-Mail: xxxxxxxxxx@xxxxxxxxx.xxx

[Endurance - Incremental Term Loan Amendment]


With respect only to Sections 7 and 9 of this Amendment: BLUEHOST INC. DOMAIN NAME HOLDING COMPANY, INC. THE ENDURANCE INTERNATIONAL GROUP, INC. ENDURANCE INTERNATIONAL GROUP - WEST, INC. FASTDOMAIN INC. XXXXXXXXX.XXX LLC A SMALL ORANGE, LLC

By:		/s/ Xxxx Xxxxxxxxxxxx
		Name: Xxxx Xxxxxxxxxxxx
		Title: Chief Executive Officer and President

[Endurance - Incremental Term Loan Amendment]

Annex A – Additional Terms and Amendments

A. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions, in appropriate alphabetical order:

“Fifth Amendment” means the Incremental Term Loan Amendment to this Agreement, dated as of February 9, 2016, by and among Holdings, the Borrower, each other Loan Party, each Lender party thereto and the Administrative Agent.

“Fifth Amendment Documentation Agent” means Societe Generale in its capacity as a documentation agent with respect to the Fourth Amendment and the Fifth Amendment and the Commitments and Loans incurred thereunder.

“Fifth Amendment Effective Date” has the meaning assigned to the term “Amendment Effective Date” in the Fifth Amendment.

“Fifth Amendment Incremental Term Loans” means the Incremental Term Loans made on the Fifth Amendment Effective Date pursuant to the Fifth Amendment.

“Fifth Amendment Incremental Term Loan Maturity Date” means February 9, 2023 (or, with respect to any Term Lender that has extended the maturity date of its Fifth Amendment Incremental Term Loans pursuant to Section 2.21(b), the extended maturity date set forth in the Extension Notice delivered by the Borrower and such Term Lender to the Administrative Agent pursuant to Section 2.21(b)).

“Fifth Amendment Joint Lead Arrangers” means each of Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx Lending Partners LLC and Jefferies Finance LLC in its capacities as a joint lead arranger and joint bookrunner with respect to the Fourth Amendment and the Fifth Amendment and the Commitments and Loans incurred thereunder.

“Fifth Amendment Transaction Costs” means the payment of (i) the consideration in connection with the Acquisition (as defined in the Fifth Amendment) and any other payments required under the Merger Agreement (as defined in the Fifth Amendment) and (ii) fees, costs and expenses by the Borrower or any other Loan Party in connection with the Fifth Amendment Transactions.

“Fifth Amendment Transactions” has the meaning assigned to the term “Transactions” in the Fifth Amendment.

“Specified Repricing Transaction” means the prepayment or refinancing of all or a portion of the Fifth Amendment Incremental Term Loans with the incurrence by any Loan Party of any long-term bank debt financing incurred for the primary purpose of reducing the effective interest cost or weighted average yield (as reasonably determined by the Administrative Agent consistent with generally accepted financial practice and, in any event, excluding any arrangement or commitment fees in connection therewith) to less than the interest rate for or weighted average yield (as determined by the Administrative Agent on the same basis) of the Fifth Amendment Incremental Term Loans, including without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the Fifth Amendment Incremental Term Loans, except for any prepayment or refinancing in connection with a Change of Control or any refinancing that involves an upsizing in connection with an acquisition.

Annex A – 1

“Third Amendment Term Loans” means, collectively, the Original Term Loan Refinancing Loans and the Term Loans made pursuant to the Third Amendment Term Commitment Increase, in each case, on the Third Amendment Effective Date. For the avoidance of doubt, all Term Loans outstanding immediately prior to the Fifth Amendment Effective Date comprised Third Amendment Term Loans.

B. The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by:

inserting the phrase “(other than Fifth Amendment Incremental Term Loans)” immediately after the “Term Loan” in clause (b) thereof;

deleting the word “and” immediately before clause (b) thereof and inserting a semi-colon in lieu thereof; and

inserting the following new clause (c) immediately before the period at the end thereof:

“; and (c) any Fifth Amendment Incremental Term Loan, for any day, (i) 4.00% per annum, in the case of an ABR Loan, or (ii) 5.00% per annum, in the case of a Eurodollar Loan”.

C. The definition of “Documentation Agent” in Section 1.01 of the Credit Agreement is hereby amended by:

inserting “, collectively, (a)” immediately after the word “means” therein; and

inserting “and (b) the Fifth Amendment Documentation Agent” immediately before the period at the end thereof.

D. The definition of “Interest Period” in Section 1.01 of the Credit Agreement is hereby amended by deleting subclause (i) of clause (c) of the proviso therein and inserting “(i) in the case of (x) Term Loans (other than Fifth Amendment Incremental Term Loans), the Term Maturity Date, and (y) Fifth Amendment Incremental Term Loans, the Fifth Amendment Incremental Term Loan Maturity Date,” in lieu thereof.

E. The definition of “Joint Bookrunner” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following proviso immediately before the period at the end thereof:

“; provided that on and after the Fifth Amendment Effective Date, the “Joint Bookrunners” shall also include the Fifth Amendment Joint Lead Arrangers”.

F. The definition of “Joint Lead Arranger” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following proviso immediately before the period at the end thereof:

“; provided that on and after the Fifth Amendment Effective Date, the “Joint Lead Arrangers” shall also include the Fifth Amendment Joint Lead Arrangers”.

G. The definition of “Repricing Premium” in Section 1.01 of the Credit Agreement is hereby amended by:

inserting “: (i)” immediately before the phrase “a Repricing Transaction” therein; and

Annex A – 2

inserting the following new clause (ii) immediately before the period at the end thereof:

“; or (ii) a Specified Repricing Transaction, a premium (expressed as a percentage of the aggregate principal amount of the applicable Fifth Amendment Incremental Term Loans (A) to be prepaid pursuant to such Specified Repricing Transaction or (B) outstanding immediately prior to the amendment constituting such Specified Repricing Transaction that are subject to an effective pricing reduction pursuant to such amendment, as applicable) equal to, (x) on or prior to the date that is twelve months after the Fifth Amendment Effective Date, 1.0%; and (y) thereafter, 0%”.

H. Section 2.10(a) of the Credit Agreement is hereby amended by:

inserting the phrase “(other than Fifth Amendment Incremental Term Loans)” immediately after each of “Term Borrowings” and “Term Loans” therein; and

inserting the following new sentence at the end thereof:

“Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay the Fifth Amendment Incremental Term Loans on the last day of each September, December, March and June (commencing on September 30, 2016) in a principal amount equal to (i) the aggregate outstanding principal amount of Fifth Amendment Incremental Term Loans immediately after the making of such Fifth Amendment Incremental Term Loans on the Fifth Amendment Effective Date multiplied by (ii) 0.50%; provided that if any such date is not a Business Day, such payment shall be due on the next preceding Business Day.”.

I. Section 2.10(b) of the Credit Agreement is hereby amended by:

inserting the phrase “(other than Fifth Amendment Incremental Term Loans)” immediately after “Term Loans” therein; and

inserting the following new sentence at the end thereof:

“To the extent not previously paid, all Fifth Amendment Incremental Term Loans shall be due and payable on the Fifth Amendment Incremental Term Loan Maturity Date.”.

J. Section 2.11(a)(i) of the Credit Agreement is hereby amended by deleting the phrase “shall be” therein and inserting “and any amendment of this Agreement resulting in a Specified Repricing Transaction shall in each case be” in lieu thereof.

K. Section 2.20(a)(ii) of the Credit Agreement is hereby amended by:

deleting clause (D) of the first proviso therein and inserting “(D) (i) the maturity date of Incremental Term Facility shall not be earlier than the later of the latest Term Maturity Date and the latest Fifth Amendment Incremental Term Loan Maturity Date and (ii) the Weighted Average Life to Maturity of the Term Loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Life to Maturity of the Third Amendment Term Loans or the Fifth Amendment Incremental Term Loans,” in lieu thereof; and

Annex A – 3

deleting clause (E) of the first proviso therein and inserting “(E) the interest rate margins and, subject to clause (D), the amortization schedule for any Incremental Term Facility shall be determined by the Borrower and the Additional Term Lenders thereunder; provided that in the event that the interest rate margins for any Incremental Term Facility are higher than the interest rate margins for the Third Amendment Term Loans or the Fifth Amendment Incremental Term Loans by more than 50 basis points, then the interest rate margins for the Third Amendment Term Loans or the Fifth Amendment Incremental Term Loans, as applicable, shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such Incremental Term Facility minus 50 basis points; provided, further, that, in determining the interest rate margins applicable to each of such Incremental Term Facility, the Third Amendment Term Loans and the Fifth Amendment Incremental Term Loans (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID for purposes of this determination) payable by the Borrower to the applicable Term Lenders or any Additional Term Lenders in the initial primary syndication thereof (with OID being equated to interest based on assumed four-year life to maturity) shall be included, (y) customary arrangement or commitment fees payable to the Joint Bookrunners (or their Affiliates) in connection with this Agreement or to one or more arrangers (or their Affiliates) of any Incremental Term Facility shall be excluded and (z) if such Incremental Term Facility includes an interest rate floor greater than the interest rate floor applicable to the Third Amendment Term Loans or the Fifth Amendment Incremental Term Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Third Amendment Term Loans or the Fifth Amendment Incremental Term Loans, as applicable, shall be required, to the extent an increase in the interest rate floor in the Third Amendment Term Loans or the Fifth Amendment Incremental Term Loans, as applicable, would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Third Amendment Term Loans or the Fifth Amendment Incremental Term Loans, as applicable, shall be increased by such increased amount” in lieu thereof.

L. Section 6.01(a)(viii) of the Credit Agreement is hereby amended by deleting each reference to “Term Maturity Date” therein and inserting “later of the latest Term Maturity Date and the latest Fifth Amendment Incremental Term Loan Maturity Date” in lieu thereof.

M. Section 9.04(b) of the Credit Agreement is hereby amended by inserting the following new subclause (w) immediately before clause (x) in the first proviso of such Section:

“(w) by any Fifth Amendment Joint Lead Arranger (or any of their respective Affiliates) during the primary syndication of the Fifth Amendment Incremental Term Loans or the Refinancing Revolving Facility (as defined in the Fourth Amendment) to any Eligible Assignee to whom Holdings or the Borrower has consented or to any other Fifth Amendment Joint Lead Arranger (or any of their respective Affiliates).”

Annex A – 4

Schedule I – Commitments

As of the Incremental Term Loan Amendment Effective Time


Incremental Term Loan Amendment Lender	Incremental Term Loan Commitment
Credit Suisse AG, Cayman Islands Branch	$	312,375,000.00
Xxxxxxx Xxxxx Lending Partners LLC	$	312,375,000.00
Jefferies Finance LLC	$	110,250,000.00

Total:	$	735,000,000.00

Schedule I – 1

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