0001628280-18-012025 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • Texas

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated and effective as of April 27, 2016 (the “Effective Date”) by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”) and J. Barton Kalsu (the “Employee”)

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of April 27, 2016 (the “Amendment Effective Date”), by and among SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”), and David Gardiner (“Employee”).

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • Texas

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated and effective as of September 30, 2016, (the “Effective Date”) is by and between SolarWinds, Inc. (the “Company”) and Kevin B. Thompson (the “Employee”)

LETTER OF ASSIGNMENT
Letter of Assignment • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software

This is an agreement between SolarWinds Worldwide LLC (the Company) and David Gardiner (the Employee) effective as of July 1, 2017 with regard to a period of overseas work assignment in another SolarWinds company.

FIRST LIEN CREDIT AGREEMENT dated as of February 5, 2016, among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., as Holdings, SOLARWINDS HOLDINGS, INC., as Borrower and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and THE LENDERS PARTY HERETO,
First Lien Credit Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • New York

This FIRST LIEN CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 5, 2016, among SolarWinds Intermediate Holdings I, Inc., a Delaware corporation (“Holdings”), SolarWinds Holdings, Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined in this preamble or the recitals having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”), and Credit Suisse AG, Cayman Islands Branch, MIHI LLC and Nomura Corporate Funding Americas, LLC, as Issu

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • Delaware

Indemnification Agreement, dated as of _______________, 201_, between SolarWinds Corporation, a Delaware corporation (the "Company"), and -- the director listed on the signature page hereto ("Indemnitee").

AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • New York

AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 4”), dated as of March 15, 2018, by and among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., a Delaware corporation (“Holdings”), SOLARWINDS HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the other undersigned Guarantors (each, a “Subsidiary Guarantor”), the 2018 Refinancing Term Lenders (as defined below) party hereto, the 2018 Upsize Term Lender (as defined below) party hereto, the Revolving Lenders and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software

AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 3”), dated as of February 21, 2017, by and among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., a Delaware corporation (“Holdings”), SOLARWINDS HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the other undersigned Guarantors (each, a “Subsidiary Guarantor”), the 2017 Refinancing Term Lenders (as defined below) party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software • Delaware

WHEREAS, Holdings and Merger Subsidiary are party to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 21, 2015, by and among Holdings, Merger Subsidiary and SolarWinds, Inc., a Delaware corporation (“SolarWinds”);

AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • September 21st, 2018 • SolarWinds Corp • Services-prepackaged software

AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 1”), dated as of May 27, 2016, by and among SOLARWINDS INTERMEDIATE HOLDINGS I, INC., a Delaware corporation (“Holdings”), SOLARWINDS HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the other undersigned Guarantors (each, a “Subsidiary Guarantor”), the First Incremental Term Loan Lenders (as defined below) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

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