STOCKHOLDER AGREEMENTStockholder Agreement • October 28th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware
This Stockholder Agreement (the “Agreement”) is entered into as of the 27th day of October, 2011, by and among Web.com Group, Inc., a Delaware corporation (the “Company”), NWS Holdings LLC (f/k/a Net Sol Holdings LLC), a Delaware limited liability company (“Seller”), and the entities listed on Exhibit A hereto (such entities on Exhibit A, collectively with the Seller and their respective Permitted Transferees, are referred to hereinafter as the “Stockholders” and each individually as a “Stockholder”).
ContractSecond Lien Guarantee and Collateral Agreement • October 28th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software • New York
This Agreement is subject to the terms of the Intercreditor Agreement dated as of October 27, 2011 among JPMorgan Chase Bank, N.A., as Administrative Agent for the First Priority Secured Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Second Priority Secured Parties, Web.com Group, Inc., a Delaware corporation, as Borrower, and the Loan Parties referred to therein, as amended, modified or supplemented from time to time
SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 28th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software • New York
Page SECTION 1. DEFINITIONS 1 1.1. Defined Terms 1 1.2. Other Definitional Provisions 24 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 25 2.1. Commitments 25 2.2. Procedure for Borrowing 26 2.3. Repayment of Loans 26 2.4. Fees, etc 26 2.5. Optional Prepayments 26 2.6. Mandatory Prepayments 27 2.7. Conversion and Continuation Options 29 2.8. Limitations on Eurodollar Tranches 29 2.9. Interest Rates and Payment Dates 29 2.10. Computation of Interest and Fees 30 2.11. Inability to Determine Interest Rate 30 2.12. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 30 2.13. Requirements of Law 32 2.14. Taxes 33 2.15. Indemnity 36 2.16. Change of Lending Office 36 2.17. Mitigation Obligations; Replacement of Lenders 36 2.18. Extensions of Loans 37 2.19. Prepayments Below Par 39 SECTION 3. [RESERVED] 41 SECTION 4. REPRESENTATIONS AND WARRANTIES 41 4.1. Financial Condition 41 4.2. No Change 42 4.3. Existence; Compliance with Law 42 4.4. Power; Authorization; Enforceable Obligations 42 4.
FIRST LIEN CREDIT AGREEMENT among WEB.COM GROUP, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, J.P. MORGAN SECURITIES LLCFirst Lien Credit Agreement • October 28th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software • New York
FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of October 27, 2011, among WEB.COM GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), J.P. MORGAN SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as co-syndication agents (in such capacity, the “Co-Syndication Agents”), GOLDMAN SACHS LENDING PARTNERS LLC and SUNTRUST BANK, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by WEB.COM GROUP, INC., and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 27, 2011First Lien Guarantee and Collateral Agreement • October 28th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 27, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the First Lien Credit Agreement, dated as of October 27, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Web.com Group, Inc. (the “Borrower”), the Lenders, the Co-Syndication Agents named therein, the Co-Documentation Agents named therein, and the Administrative Agent.
