AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF JULY 1, 2013 COMERICA BANK, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, REGIONS BANK, as Syndication Agent, and RETAILMENOT, INC., and the other Borrowers...And Term Loan Agreement • July 16th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This Amended and Restated Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 1st day of July, 2013, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”), Sole Lead Arranger and Sole Bookrunner, Regions Bank, as Syndication Agent (in such capacity, the “Syndication Agent”), and RetailMeNot, Inc., formerly known as “Whale Shark Media, Inc.” (“RMN”), Spectrawide Acquisition Co., LLC, CSB Acquisition Co., LLC, CLTD Acquisition Co., LLC, Smallponds, LLC, Deals.com, LLC, WSM CV, LLC, and RNOT, LLC, formerly known as RetailMeNot, LLC, which in turn was formerly known as RMN Acquisition Co., LLC (each, individually a “Borrower,” and collectively the “Borrowers”).
SECURITY AGREEMENTSecurity Agreement • July 16th, 2013 • RetailMeNot, Inc. • Services-advertising • Texas
This Restated Security Agreement (the “Agreement”) is executed as of July 1, 2013. For value received, and effective as of the Effective Date (as defined herein), but not effective before the Effective Date, each of the undersigned (collectively “Debtor”) pledges, assigns and grants to Comerica Bank, whose address is 1717 Main Street, Dallas, Texas 75201, Attention: TLS Lending (Austin), in its capacity as Administrative Agent (“Agent”), for the benefit of Agent and for the ratable benefit of the Lenders, a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future Indebtedness (as defined in the Credit Agreement) to the Agent or the Lenders of RetailMeNot, Inc. (f/k/a “WhaleShark Media, Inc.”), Spectrawide Acquisition Co.,
AMENDMENT NO. 3By Facsimile • July 16th, 2013 • RetailMeNot, Inc. • Services-advertising • Delaware
This Amendment No. 3 (this “Amendment”) is executed as of January 21, 2013, between NOP 301 CONGRESS LP, a Texas limited partnership (“Landlord”), and WHALESHARK MEDIA, INC., a Delaware corporation (“Tenant”), for the purpose of amending the Lease Agreement between Landlord and Tenant dated May 24, 2011 (the “Original Lease”). The Original Lease, as amended by the Confirmation of Commencement Date dated September 21, 2011, Amendment No. 1 dated November 14, 2011 (“Amendment No. 1”), Confirmation of Effective Date dated September 13, 2012, and Amendment No. 2 dated November 9, 2012 (“Amendment No. 2”), is referred to herein as the “Lease”. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Lease.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 16th, 2013 • RetailMeNot, Inc. • Services-advertising
This Intellectual Property Security Agreement is executed as of July 1, 2013 by and among COMERICA BANK, as Administrative Agent for the Lenders (in such capacity “Agent”), Regions Bank, as Syndication Agent, and RETAILMENOT, INC., a Delaware corporation, CSB ACQUISITION CO., LLC, a Delaware limited liability company, SPECTRAWIDE ACQUISITION CO., LLC, a Delaware limited liability company, CLTD ACQUISITION CO., LLC, a Delaware limited liability company, SMALLPONDS, LLC, a Delaware limited liability company, DEALS.COM, LLC, a Delaware limited liability company, WSM CV, LLC, a Delaware limited liability company, and RNOT, LLC, a Delaware limited liability company (each a “Grantor” and collectively, “Grantors”). In the event of any conflict between a provision of this Agreement and a provision of the Loan Agreement (as defined below), the Loan Agreement will control. As used herein, “Effective Date” means the date of first occurrence of a Springing Lien Event.
