FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of July 1, 2019, is entered into among j2 CLOUD SERVICES, LLC, a Delaware limited liability company (the Borrower), (2) the several banks and other lenders from time to time parties to this Agreement (the Lenders) and (3) MUFG UNION BANK, N.A. (MUB), as administrative agent for the Lenders (in such capacity, the Agent).
The Borrower, the Lenders and the Agent are party to that certain Credit Agreement dated as of January 7, 2019 (as amended, restated, modified or supplemented from time to time, the Credit Agreement), pursuant to which the Lenders made available to the Borrower a revolving loan facility in the maximum principal amount of $100,000,000 (the Aggregate Revolving Loan Commitment). The Borrower has requested that the Lenders increase Aggregate Revolving Loan Commitment to $150,000,000, and the Lenders have agreed, subject to the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Incorporation by Reference. The parties acknowledge the accuracy of the foregoing Recitals which are incorporated by reference herein and are made a part of this Amendment.
SECTION 2. Amendments to Credit Agreement. Effective as of the date First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a) On the cover page of the Credit Agreement, the reference to $100,000,000 Revolving Credit Facility is changed to $150,000,000 Revolving Credit Facility.
(b) Schedule A to the Credit Agreement is replaced with Annex A hereto.
(c) The definition of Asset Disposition in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Asset Disposition: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; provided that the following are not included in the definition of Asset Disposition:
(1) a disposition to the Borrower or a Restricted Subsidiary; provided that any such disposition by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be (i) for fair market value or (ii) treated as an Investment and otherwise made in compliance with Section 6.7;