CREDIT AGREEMENT Dated as of May 22, 2015 By and among BATMAN INTERMEDIATE HOLDINGS B, INC., as Holdings, BATMAN MERGER SUB, INC. (to be merged with and into Project Barbour Holdings Corporation, which shall be re-named Blue Coat Holdings, Inc.), as...Credit Agreement • January 29th, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of May 22, 2015, by and among BATMAN INTERMEDIATE HOLDINGS B, INC., a Delaware corporation (“Holdings”), BATMAN MERGER SUB, INC., a Delaware corporation (“Merger Sub,” and as further defined in Section 1.1, the “Borrower”), the lending institutions from time to time parties hereto as lenders (each, a “Lender” and, collectively, together with the Swingline Lender, the “Lenders”), and JEFFERIES FINANCE LLC, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer, the Swingline Lender and a Lender (such terms and each other capitalized term used but not defined in this preamble or the recitals below having the meaning provided in Section 1.1).
PLEDGE AGREEMENTPledge Agreement • January 29th, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
THIS PLEDGE AGREEMENT, dated as of May 22, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Batman Intermediate Holdings B, Inc., a Delaware corporation (“Holdings”), Batman Merger Sub, Inc., a Delaware corporation (as further defined in Section 1.1 of the Credit Agreement described below, the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the “Pledgors”), and Jefferies Finance LLC, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the Credit Agreement, the “Collateral Agent”) for the benefit of the Secured Parties.
MANAGEMENT AGREEMENTManagement Agreement • January 29th, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of May 22, 2015 between Batman Holdings Inc., a Delaware corporation (“Parent”), Batman Intermediate Holdings A, Inc., a Delaware corporation (“Intermediate Holdings A”), Batman Intermediate Holdings B, Inc., a Delaware corporation (“Intermediate Holdings B” and together with Intermediate Holdings A, “Intermediate Holdings”), Blue Coat Holdings, Inc., a Delaware corporation (“Holdings”), Blue Coat Systems, Inc., a Delaware corporation (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company (“BCP”) and Bain Capital Europe, LLP, an English limited liability partnership (“BCE” and with BCP, each a “Manager” and together, the “Managers”).
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • June 2nd, 2016 • Blue Coat, Inc. • Services-prepackaged software
This Supplement, dated as of November 16, 2015 (this “Supplement”), supplements the Security Agreement, dated as of May 22, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among Batman Intermediate Holdings B, Inc., a Delaware corporation (“Holdings”), Batman Merger Sub, Inc., a Delaware corporation (as further defined in Section 1.1 of the Credit Agreement, the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages thereto and each of the other entities that becomes a party thereto pursuant to Section 8.14 thereof (each such Subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and the Collateral Agent for the benefit of the Secured Parties.
SECURITY AGREEMENTSecurity Agreement • January 29th, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
THIS SECURITY AGREEMENT, dated as of May 22, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”), is entered into among Batman Intermediate Holdings B, Inc., a Delaware corporation (“Holdings”), Batman Merger Sub, Inc., a Delaware corporation (as further defined in Section 1.1 of the Credit Agreement, the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 8.14 hereof (each such Subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and the Collateral Agent for the benefit of the Secured Parties.
BATMAN MERGER SUB, INC. (to be merged with and into Blue Coat Holdings, Inc. (f/k/a Project Barbour Holdings Corporation)), as Issuer the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $470,000,000...Batman Merger Sub • June 2nd, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
INDENTURE dated as of May 22, 2015, among BATMAN MERGER SUB, INC., a Delaware corporation (to be merged with and into Blue Coat Holdings, Inc. (f/k/a Project Barbour Holdings Corporation)) (the “Issuer”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG BATMAN HOLDINGS, INC. AND CERTAIN STOCKHOLDERS DATED AS OF MAY 22, 2015Registration Rights Agreement • June 2nd, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of May 22, 2015, is made by and among:
GUARANTEEGuarantee • January 29th, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
THIS GUARANTEE, dated as of May 22, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 hereof (collectively, the “Guarantors” and, each, individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
ContractSupplemental Indenture • January 29th, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 22, 2015, by and among Blue Coat Holdings, Inc. (successor in interest to Batman Merger Sub, Inc.), a Delaware corporation (“Blue Coat”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
SUPPLEMENT TO THE GUARANTEEThe Guarantee • June 2nd, 2016 • Blue Coat, Inc. • Services-prepackaged software
This Supplement, dated as of November 16, 2015 (this “Supplement”), supplements the GUARANTEE, dated as of May 22, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee”), among each of the Guarantors listed on the signature pages thereto (each, individually, a “Guarantor” and, collectively, the “Guarantors”), and Jefferies Finance LLC, as the Collateral Agent for the benefit of the Secured Parties.
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND JOINDER AGREEMENTCredit Agreement and Joinder Agreement • June 2nd, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT AND JOINDER AGREEMENT, dated as of November 16, 2015 (this “Agreement”), is entered into by and among the lenders party hereto (each, a “New Term Loan Lender”), Blue Coat Holdings, Inc., a Delaware corporation (the “Borrower”), and Jefferies Finance LLC, as the Administrative Agent (the “Administrative Agent”).
SUPPLEMENT TO THE PLEDGE AGREEMENTThe Pledge Agreement • January 29th, 2016 • Blue Coat, Inc. • Services-prepackaged software
This Supplement, dated as of November 16, 2015 (this “Supplement”), supplements the PLEDGE AGREEMENT, dated as of May 22, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), among Batman Intermediate Holdings B, Inc., a Delaware corporation (“Holdings”), Batman Merger Sub, Inc., a Delaware corporation (as further defined in Section 1.1 of the Credit Agreement, the “Borrower”), each of the Subsidiaries listed on the signature pages thereto or that becomes a party thereto pursuant to Section 29 thereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the “Pledgors”), and Jefferies Finance LLC, as collateral agent (in such capacity, together with any successor agent appointed pursuant to the Credit Agreement, the “Collateral Agent”) for the benefit of the Secured Parties.
Second Supplemental IndentureSecond Supplemental Indenture • June 2nd, 2016 • Blue Coat, Inc. • Services-prepackaged software • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 10, 2015 (this “Supplemental Indenture”), by and among Blue Coat Holdings, Inc., a Delaware corporation (the “Issuer”), Wilmington Trust, National Association, a national banking association, as Trustee under the Indenture referred to below, and the party that is signatory hereto as a Guarantor (the “Guaranteeing Subsidiary”).
