CREDIT AGREEMENT Dated as of February 2, 2015 Among PRESIDIO HOLDINGS INC., as Holdings, PRESIDIO IS CORP., as Intermediate Holdings, PRESIDIO, INC., as Company and a Borrower, PRESIDIO NETWORKED SOLUTIONS, INC. as a Borrower, THE LENDERS PARTY...Credit Agreement • November 22nd, 2016 • Presidio, Inc. • New York
CREDIT AGREEMENT dated as of February 2, 2015 (this “Agreement”), among PRESIDIO HOLDINGS INC., a Delaware corporation (“Holdings”), PRESIDIO IS CORP., a Delaware corporation (“Intermediate Holdings”) PRESIDIO, INC., a Georgia corporation (the “Company” and a “Borrower”), PRESIDIO NETWORKED SOLUTIONS, INC., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 22nd, 2016 • Presidio, Inc. • Colorado
This Third Amended and Restated Credit Agreement (this “Credit Agreement”) is effective as of February 28, 2014 (the “Effective Date”) by and between CASTLE PINES CAPITAL LLC (“CPC”), a Delaware limited liability company having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112 on the one hand, and INX LLC, a Delaware limited liability company, having its chief executive office located at 1955 Lakeway Drive, Suite 200, Lewisville, TX 75057 (“INX”) and BLUEWATER COMMUNICATIONS GROUP LLC, a New York limited liability company having its chief executive office located at 110 Parkway Drive South, Suite A, Hauppauge, New York 11788 (“BlueWater” and, together with INX, each a “Reseller” and collectively, “Resellers”) on the other hand, which amends and restates in its entirety, that certain Second Amended and Restated Credit Agreement effective December 20, 2011 by and between CPC and INX (the “Existing Credit Agreement”). Unless otherwise def
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1Incremental Assumption Agreement • November 22nd, 2016 • Presidio, Inc. • New York
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this “Agreement”) dated as of May 19, 2015 relating to the Credit Agreement dated as of February 2, 2015 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among PRESIDIO HOLDINGS INC. (“Holdings”), PRESIDIO IS CORP. (“Intermediate Holdings”), PRESIDIO, INC. and PRESIDIO NETWORKED SOLUTIONS, INC., as borrowers (collectively, the “Borrowers”), certain subsidiaries of Holdings, as Subsidiary Loan Parties, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTYReceivables Purchase Agreement • November 22nd, 2016 • Presidio, Inc.
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of February 8, 2016, is by and among PRESIDIO CAPITAL FUNDING LLC, as the seller (together with its successors and permitted assigns, the “Seller”), PRESIDIO LLC, formerly known as Presidio, Inc., as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PRESIDIO NETWORKED SOLUTIONS LLC, formerly known as Presidio Networked Solutions, Inc., as sub-servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Sub-Servicer”), the various Purchasers and Purchaser Agents from time to time party thereto and PNC Bank, National Association (“PNC”), as the administrator (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrator”), a related committed purchaser (in such capacity, together wi
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 2Incremental Assumption Agreement • November 22nd, 2016 • Presidio, Inc. • New York
WHEREAS, the Borrowers hereby request in accordance with Section 2.21(a) an Incremental Term Loan in an aggregate principal amount of $25,000,000 (the “2016 Incremental Term Loan”) pursuant to Section 2.21(a) of the Credit Agreement, the Net Proceeds of which plus certain other indebtedness for borrowed money will be used to acquire (the “Acquisition”) substantially all the assets of Netech corporation pursuant to the Asset Purchase Agreement, dated as of December 31, 2015, by and among Presidio Infrastructure Solutions, LLC, as buyer, Holdings, Netech Corporation, as seller, the shareholders of Netech identified as such on the signature pages thereto, the Shareholder Control Persons (as defined therein) and the Shareholder Representative (as defined therein), and that the Credit Agreement be amended to reflect the foregoing, including by increasing the aggregate principal amount of the Term Loans under the Credit Agreement to reflect the incurrence of such Incremental Term B Loan; and
ACKNOWLEDGMENT AND SECOND AMENDMENTCredit Agreement • November 22nd, 2016 • Presidio, Inc. • Colorado
This ACKNOWLEDGMENT AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 25, 2014 (“Acknowledgment and Amendment”), is entered into by and by and between Castle Pines Capital LLC (“CPC”) and Presidio Network Solutions Group, LLC (as successor in interest to each of INX LLC and Bluewater Communications Group LLC) (the “Reseller”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Credit Agreement (as defined below).
LEASE By and Between 4C Realty, LLC (“Landlord”) and Presidio Networked Solutions, Inc. (“Tenant”)Lease • November 22nd, 2016 • Presidio, Inc.
THIS LEASE is made this 17th day of September, 2014, by and between 4C Realty, Inc. (“Landlord”) with a mailing address of 6 Mallard Drive, Huntington, NY 11743 and Presidio Networked Solutions, Inc. (“Tenant”) with a mailing address of 12120 Sunset Hills Road, Suite 202, Reston, VA, 20190.
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 22nd, 2016 • Presidio, Inc. • Colorado
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made effective as of February 1, 2016 (the “Third Amendment Date”), by and among PRESIDIO NETWORKED SOLUTIONS GROUP, LLC, a Delaware limited liability company, formerly known as INX LLC, a Delaware limited liability company, having its chief executive office located at 1955 Lakeway Drive, Suite 200, Lewisville, TX 75057 (“Presidio Networked Solutions”), PRESIDIO INFRASTRUCTURE SOLUTIONS, LLC, a Delaware limited liability company (“Presidio Infrastructure” and, together with Presidio Networked Solutions, each a “Reseller” and collectively, the “Resellers”), and CASTLE PINES CAPITAL LLC, a Delaware limited liability company, having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112 (“CPC”). Capitalized terms not defined herein have the meanings given to them in the Credit Agreement (as defined herein).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 22nd, 2016 • Presidio, Inc. • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 12, 2016, among PRESIDIO INFRASTRUCTURE SOLUTIONS LLC (the “New Subsidiary Guarantor”), a subsidiary of PRESIDIO HOLDINGS INC., a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 22nd, 2016 • Presidio, Inc. • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 12, 2016, among PRESIDIO INFRASTRUCTURE SOLUTIONS LLC (the “New Subsidiary Guarantor”), a subsidiary of PRESIDIO HOLDINGS INC., a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of February 2, 2015 among PRESIDIO CAPITAL FUNDING LLC, as Seller PRESIDIO, INC., as Servicer THE SUB-SERVICERS PARTY HERETO, THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY...Receivables Purchase Agreement • November 22nd, 2016 • Presidio, Inc. • New York
This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of February 2, 2015 among PRESIDIO CAPITAL FUNDING LLC, a Delaware limited liability company, as seller (the “Seller”), PRESIDIO, INC., a Georgia corporation (together with its successors and permitted assigns, “Presidio”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), EACH PARTY LISTED ON THE SIGNATURE PAGES HERETO AS A SUB-SERVICER, THE VARIOUS PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Purchaser Group (in such capacity, the “Administrator”).
QUOTE INDEMNIFICATION AGREEMENT ***Note: The Required Disclaimer on Exhibit A and the Terms and Conditions of Gartner’s consent to quote on Exhibit B are not negotiable and may not be changed. ***Quote Indemnification Agreement • November 22nd, 2016 • Presidio, Inc.
THIS QUOTE INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 16 day of November, 2016 by and between Presidio, Inc., a Delaware corporation with offices at One Penn Plaza, New York, New York 10119 (the “Issuer”) and Gartner, Inc., a Delaware corporation with offices at 56 Top Gallant Road, Stamford, Connecticut 06902-7700 (“Gartner”).
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 3Incremental Assumption Agreement • November 22nd, 2016 • Presidio, Inc. • New York
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 3 (this “Agreement”) dated as of May 27, 2016 relating to the Credit Agreement dated as of February 2, 2015 (as amended by the Incremental Assumption Agreement and Amendment No. 1, dated May 19, 2015, and the Incremental Assumption Agreement and Amendment No. 2, dated February 1, 2016, and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and as amended by this Agreement, the “Amended Credit Agreement”) among PRESIDIO HOLDINGS INC. (“Holdings”), PRESIDIO IS LLC (as successor to Presidio IS Corp.) (“Intermediate Holdings”), PRESIDIO LLC (as successor of Presidio, Inc.) and PRESIDIO NETWORKED SOLUTIONS LLC (as successor of Presidio Networked Solutions, Inc.), as borrowers (collectively, the “Borrowers”), certain subsidiaries of Holdings, as Subsidiary Loan Parties, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRA
