AMENDMENT NO. 3 to CREDIT AGREEMENT (CORRECTED)

Exhibit 10.2

AMENDMENT NO. 3

to

CREDIT AGREEMENT

(CORRECTED)

THIS AMENDMENT NO. 3 to Credit Agreement (this “Amendment”), dated as of March 30, 2016, is entered into by and among Rightside Group, Ltd., a Delaware corporation (“Borrower Parent”), Rightside Operating Co., a Delaware corporation (“Opco”), Enom, Incorporated, a Nevada corporation (“eNom,” and together with Borrower Parent and Opco, the “U.S. Borrowers”), DMIH Limited, a limited liability company organized under the laws of Ireland (“DMIH”), United TLD Holdco Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“United”), Rightside Domains Europe Limited, a limited liability company organized under the laws of Ireland (“Domains,” and together with DMIH and United, the “Non-U.S. Borrowers”), and Silicon Valley Bank (“SVB”), as Lender (in such capacity, the “Lender”). Each of the U.S. Borrowers and the Non-U.S. Borrowers is a “Borrower,” and collectively, they are the “Borrowers.”  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

PRELIMINARY STATEMENTS

Whereas, the Borrowers and the Lender are parties to that certain Credit Agreement, dated as of August 1, 2014 (as amended, restated, or otherwise modified from time to time, the “Credit Agreement”).

Whereas, the Lender, Obsidian Agency Services, Inc., (“Obsidian”), as collateral agent for the Fund Lenders (as defined in the Subordination Agreement described hereafter), and Rightside Group, Ltd., as agent for Borrower (“Borrower Parent”) are parties to that certain Subordination and Intercreditor Agreement, dated as of August 6, 2014 (as amended, restated, or otherwise modified from time to time, the “Subordination Agreement”).

Whereas, the Borrower has requested certain modifications to the Credit Agreement related to the covenants therein, and to make a one-time payment to Term Loan Lenders.

Whereas, the Borrowers and the Lender have agreed to amend the Credit Agreement and to permit such one-time payment on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments to the Credit Agreement.

A. Section 7.1 (Financial Condition Covenants) is hereby amended in its entirety and restated as follows:  

“7.1 Financial Condition Covenants.

(a) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as at the last day of any fiscal quarter of the Borrower Parent ending with any day set forth below to exceed the ratio set forth below opposite such day:

Quarter Ending	Consolidated Net Leverage Ratio
Closing Date through June 30, 2015	3.50:1.00
September 30, 2015 through June 30, 2016	3.00:1.00
September 30, 2016 through June 30, 2017	2.50:1.00
September 30, 2017 and thereafter	2.00:1.00

(b) Minimum Liquidity Ratio.  Permit the Minimum Liquidity Ratio as of the last day of each month to be less than 1.50:1.00.

(c) Minimum Consolidated EBITDA.  Permit the Minimum Consolidated EBITDA, measured on a trailing 12-month basis, as of the effective date of this Amendment through the end of the fiscal quarter of the Borrower ending September 30, 2016 to be at least $2,500,000, and at least $6,000,000 for the end of each fiscal quarter of the Borrower thereafter.”

B. Section 1.1 (Defined Terms).  

(a) The definition of “Consolidated Fixed Charge Coverage Ratio” contained in Section 1.1 of the Credit Agreement is hereby deleted.

(b) The definition of “Consolidated Senior Leverage Ratio” contained in Section 1.1 of the Credit Agreement is hereby deleted.

(c) The definition of “Minimum Liquidity” contained in Section 1.1 of the Credit Agreement is hereby deleted.

(d) The definition of “Minimum Liquidity Ratio” is added to Section 1.1 of the Credit Agreement in the proper alphabetical order as follows:

““Minimum Liquidity Ratio” means, unrestricted cash and Cash Equivalents plus Unused Availability plus net accounts receivable divided by Senior Debt outstanding.”

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(e) The definitions of “Senior Debt” and “Unused Availability” are added to Section 1.1 of the Credit Agreement in the proper alphabetical order as follows:

“”Senior Debt” means the aggregate indebtedness of the Borrowers and their Subsidiaries, calculated on a consolidated basis as of the determination date in accordance with GAAP, consisting of Indebtedness for borrowed money, or represented by bonds, debentures, notes or the like, and including undrawn or unreimbursed amounts under Letters of Credit, but excluding Subordinated Indebtedness.”

““Unused Availability” means, the difference between (i) the Revolving Commitment (as reduced from time to time), and (ii) the sum of (A) the closing balance of the Revolving Loans outstanding at such time, (B) the aggregate undrawn amount of all Letters of Credit outstanding as such time, and (C) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time.”

C. Exhibit B (Compliance Certificate) to the Credit Agreement is amended in its entirety as set forth in Exhibit A attached hereto.

Section 2. Consent to Distribution for pre-payment of Term Loan.  Pursuant to Section 2.1 of the Subordination Agreement, Lender hereby consents to a one-time $10,000,000 Distribution to the Term Loan for partial pre-payment of the Term Loan.  

Section 3. Covenants, Representations, and Warranties of the Borrowers.

(a) Each of the Borrowers represents and warrants as to itself that, after giving effect to this Amendment, its representations and warranties set forth in the Credit Agreement (as amended hereby) and the other Loan Documents are true and correct as of the date hereof, as though made on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date).

(b) Each of the Borrowers represents and warrants as to itself that (i) this Amendment constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity; and (ii) upon the effectiveness of this Amendment, no event shall have occurred and be continuing which constitutes a Default or an Event of Default.

Section 4. Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby,” or words of like import shall mean and be a reference to the Credit Agreement as amended by this Amendment, and each reference to the Credit Agreement in any other document, instrument, or agreement executed or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

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(b) Except as specifically amended hereby, the Credit Agreement and each other Loan Document shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of the Lender under the Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

Section 5. Expenses. The Borrowers agree to pay to Lender (a) all reasonable expenses, including without limitation attorney fees, incurred by the Lender in connection with the preparation, execution, and enforcement of this Amendment; and (b) a $25,000.00 amendment fee, which is fully earned and non-refundable on the date hereof.

Section 6. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES.

Section 7. Counterparts. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed an original. All of such counterparts taken together shall constitute one and the same instrument. Delivery of an executed signature page to this Amendment by electronic mail or facsimile shall be effective as physical delivery.

Section 8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

Section 9. Integration. This Amendment contains the entire understanding of the parties hereto with regard to the subject matter contained herein. This Amendment supersedes all prior or contemporaneous negotiations, promises, covenants, agreements, and representations with respect to the matters referred to in this Amendment, all of which have become merged and finally integrated into this Amendment. Each of the parties hereto understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions, or provisions of this Amendment, no party shall be entitled to offer or introduce into evidence any oral promises or oral agreements between the parties relating to the subject matter of this Amendment not included or referred to herein and not reflected by a writing included or referred to herein.

[Remainder of page intentionally blank]

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

		U.S. BORROWERS
		RIGHTSIDE GROUP, LTD.
		By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	CFO
		RIGHTSIDE OPERATING CO.
		By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	CFO
		ENOM, INCORPORATED
		By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	CFO

Signature Page to

Amendment No. 3 to Credit Agreement

		NON-U.S. BORROWERS
		UNITED TLD HOLDCO LTD.
		By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director
		DMIH LIMITED
		By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director
		RIGHTSIDE DOMAINS EUROPE LIMITED
		By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director

Signature Page to

Amendment No. 3 to Credit Agreement

		LENDER:
		SILICON VALLEY BANK
		By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Director

Signature Page to

Amendment No. 3 to Credit Agreement

EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

RIGHTSIDE GROUP, LTD.

Date:  ___________ ____, 20____

This Compliance Certificate is delivered pursuant to Section 6.2(b)(ii) of that certain Credit Agreement, dated as of August 1, 2014, by and among Rightside Group, Ltd., a Delaware corporation (“Borrower Parent”), Rightside Operating Co., a Delaware corporation (“Opco”), eNom, Incorporated, a Nevada corporation (“eNom” and with Borrower Parent and Opco, the “U.S. Borrowers”), DMIH Limited, a limited liability company organized under the laws of Ireland (“DMIH”), United TLD Holdco Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“United”), Rightside Domains Europe Limited, a limited liability company organized under the laws of Ireland (“Domains” and with DMIH and United, the “Non-U.S. Borrowers”) (the U.S. Borrowers and the Non-U.S. Borrowers are collectively referred to as “Borrowers” and each individually, a “Borrower”), and Silicon Valley Bank (“SVB”), as Lender (in such capacity, “Lender”) (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”).  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

1. I am the duly elected (or appointed), qualified and acting [Insert title of applicable Responsible Officer] of Borrower Parent.

2. I have reviewed and am familiar with the contents of this Compliance Certificate.

3. I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Borrower Parent and its Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”).  Such review did not disclose, and I have no knowledge of the existence as of the date of this Compliance Certificate, of any condition or event which constitutes a Default or an Event of Default[, except as specified below].

4. Attached hereto as Attachment 2 are the computations showing compliance with the covenants set forth in Section 7.1 of the Credit Agreement and the U.S. Revolving Loan Sublimit for the referenced period.

5. The amount of Permitted gTLD Investments made during the most recent fiscal quarter is $___________, and the aggregate of all Permitted gTLD Investments made since the Closing Date is $______________.  

Exhibit A-1

6. [To the extent not previously disclosed to Lender, a description of any change in the jurisdiction of organization of any Loan Party is attached hereto as Attachment [3].]

7. [To the extent not previously disclosed to Lender, a list of any registered Intellectual Property issued to or acquired by any Loan Party since [the Closing Date][the date of the most recent report delivered] is attached hereto as Attachment [4].]

8. [To the extent not previously disclosed to Lender, a list of Subsidiaries created or acquired, since [the Closing Date][the date of the most recent report delivered] is attached hereto as Attachment [5].]

[Remainder of page intentionally left blank; signature page follows]

Exhibit A-2

IN WITNESS WHEREOF, I have executed this Compliance Certificate as of the date first written above.

RIGHTSIDE GROUP, LTD.

By:

Name:

Title:

Exhibit A-3

Attachment 1
to Compliance Certificate

[Attach Financial Statements]

Exhibit A-4

Attachment 2
to Compliance Certificate

The information described herein is as of [____________], [____] (the “Statement Date”), and pertains to the Subject Period defined below, as applicable.

¹

I.	Section 7.1(a) — Consolidated Net Leverage Ratio
	A.	Consolidated Funded Indebtedness as of the Statement Date		$__________
	B.	Obligations under Letters of Credit as of the Statement Date		$__________
	C.	Excess Cash		$__________
		1.	Aggregate amount of unrestricted cash and Cash Equivalents held at such time by the Borrower Parent and its Subsidiaries	$__________
		2.	Aggregate amount of the then outstanding Revolving Loans	$__________
		3.	Excess Cash (excess, if any, of the sum of Lines I.B.1 less I.B.2 less $15,000,000)	$__________
	D.	Consolidated Net  Leverage Ratio (ratio of Lines (I.A plus I.B less I.C) to III.A.21):		_____ to 1.00

Maximum permitted:
	Consolidated Net Leverage Ratio
On or before June 30, 2015	3.50:1.00
September 30, 2015 through June 30, 2016	3.00:1.00
September 30, 2016 through June 30, 2017	2.50:1.00
September 30, 2017 and thereafter	2.00:1.00

Covenant compliance:           Yes  ☐           No  ☐

¹  NTD: Financial Definitions and tests to be conformed to final definitions and tests in the Credit Agreement.

Exhibit A-5

II.	Section 7.1(b) — Minimum Liquidity Ratio
	A.	Aggregate amount of unrestricted cash and Cash Equivalents held at such time by the Borrower Parent and its Subsidiaries:			$__________
	B.	Unused Availability:			$__________
		1.	Total Revolving Commitment in effect at such time		$__________
		2.	Aggregate undrawn amount of all outstanding Letters of Credit at such time		$__________
		3.	Aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time		$__________
		4.	The closing balance of the Revolving Loans outstanding at such time		$__________
		5.	Available Revolving Commitment as of such date (the sum of Line II.B.1 minus Lines II.B.2 through II.B.4)		$__________
	C.	Net Accounts Receivable			$__________
	D.	Senior Debt outstanding			$__________
	E.	Liquidity Ratio (sum of Line II.A plus II.B plus II.C divided by Line II.D):			$__________
		Minimum Required			1.50:1.00
		Covenant compliance:Yes  ☐          No  ☐
III.	Minimum Consolidated EBITDA
	A.	Consolidated EBITDA for the Subject Period:
		(“Subject Period” means the four fiscal quarter period ending on the Statement Date)
		With respect to the Borrower Parent and its Domestic Subsidiaries only:

Exhibit A-6

		1.	Consolidated Net Income		$__________
		2.	Consolidated Interest Expense: 2		$__________
		3.	Provision for income taxes:		$__________
		4.	Depreciation expenses:		$__________
		5.	Amortization expenses:		$__________
		6.	Any non-cash impairment or loss of goodwill or other intangibles required to be taken pursuant to GAAP:		$__________
		7.	Losses related to the voluntary withdrawal or other loss of an application for gTLD rights:		$__________
		8.	Any losses during such period related to foreign currency exchanges, conversions and/or contracts:		$__________
		9.	One-time, non-recurring charges, costs and expenses not in excess of $3,500,000 incurred during the Subject Period in connection with the Spin-Out Transaction, the closing of the Facility, the closing of the Term Loan and other acquisition or disposition transactions:		$__________
		10.	Start-up costs and expenses incurred in connection with Borrowers’ initiative regarding Permitted gTLD Investments not in excess of $11,000,000 in the aggregate through September 30, 2014):		$__________
		11.	Any expenses associated with the early extinguishment of Indebtedness		$__________
		12.	Any extraordinary loss in accordance with GAAP		$__________
		13.	Any other non-cash charges or expenses for such period that do not represent a cash item for such period or any future period		$__________
		14.	Any increase in deferred revenue:		$__________
		15.	Any decrease in deferred registration costs:		$__________

²  For Lines III.A.2 through III.A.15, include only to the extent deducted in the calculation of Consolidated Net Income in Line III.A.1.

Exhibit A-7

		16.	Any gains related to foreign currency exchanges, conversions and/or contracts: 3		$__________
		17.	Gains related to the voluntary withdrawal of an application for gTLD rights:		$__________
		18.	Any non-recurring or unusual item of gain:		$__________
		19.	Any decrease in deferred revenue:		$__________
		20.	Any increase in deferred registration costs:		$__________
		21.	Consolidated EBITDA (the sum of, without duplication, Lines III.A.1 through III.A.15 minus (III.A.16 through III.A.20))4:		$__________
		Minimum Required
		Each fiscal quarter from the present through the fiscal quarter ending September 30, 2016		$2,500,000
		Each fiscal quarter after September 30, 2016		$6,000,000

³  For Lines III.A.16 through III.A.20, include only to the extent included in the calculation of Consolidated Net Income in Line III.A.1.

⁴  Consolidated EBITDA shall be calculated on a Pro Forma Basis with respect to any period for which a Permitted Disposition or an acquisition that is a Permitted gTLD Investment has occurred.

Exhibit A-8

Attachment [3][4][5]

to Compliance Certificate

[Attach [description of change in jurisdiction of organization][list of registered Intellectual Property issued to or acquired by a Loan Party][list of Subsidiaries created or acquired]