FIRST LIEN CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 2019Credit Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of February 1, 2019, among DISCOVERORG, LLC, a Delaware limited liability company (the “Borrower”), DiscoverOrg Midco, LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), BARCLAYS BANK PLC and ANTARES CAPITAL LP, as Joint Lead Arrangers and Joint Bookrunners and MORGAN STANLEY, as Administrative Agent, Collateral Agent and a L/C Issuer.
SECOND LIEN CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 2019Credit Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of February 1, 2019, among DISCOVERORG, LLC, a Delaware limited liability company (the “Borrower”), DISCOVERORG MIDCO, LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), BARCLAYS BANK PLC and ANTARES CAPITAL LP, as Joint Lead Arrangers and Joint Bookrunners and MORGAN STANLEY, as Administrative Agent and Collateral Agent.
FIRST LIEN SUBSIDIARY GUARANTYSubsidiary Guaranty • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN SUBSIDIARY GUARANTY dated as of February 1, 2019 (as amended, restated, amended and restated, modified and/or supplemented from time to time, this “Guaranty”) among the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Subsidiary Guarantors” and, individually, each a “Subsidiary Guarantor”) in favor of MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below). Each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to the Subsidiary Guarantors hereunder.
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENTIntercreditor Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of February 1, 2019 (this “Agreement”), among DISCOVERORG MIDCO, LLC, a Delaware limited liability company (“Holdings”), DISCOVERORG, LLC, a Delaware limited liability company (“Borrower”), the other Grantors from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC., acting in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement, as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), MORGAN STANLEY SENIOR FUNDING, INC., acting in its capacity as administrative agent and collateral agent under the Initial Second Lien Debt Agreement, as Representative for the Initial Second Priority Debt Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Second Lien Representative”), and each additional Senior Priority Representative
INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
I, the undersigned spouse hereby acknowledge that I have read the following agreements to which my spouse is a party and that I understand their contents:
AT-WILL EMPLOYEE AGREEMENTWill Employee Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Oregon
As a condition of my employment with DiscoverOrg, LLC (“DiscoverOrg”), its subsidiaries, affiliates, successors, or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation paid to me by the Company now and in the future, I agree to the following terms, which reflect my agreement with the Company as in effect since the date I first became employed by the Company:
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
AMENDMENT NO. 1, dated as of February 19, 2020 (this “Amendment”), by and among DISCOVERORG, LLC, a limited liability company organized under the laws of Delaware (the “Borrower”), DISCOVERORG MIDCO, LLC, a limited liability company organized under the laws of Delaware (“Holdings”), MORGAN STANLEY BANK, N.A. (“MSBNA”), as the New Term Loan Lender (as defined below), the Revolving Credit Lenders party hereto, and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and an L/C Issuer, to the First Lien Credit Agreement, dated as of February 1, 2019, among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Terms defined in the Credit Agreeme
FIRST LIEN HOLDINGS GUARANTYHoldings Guaranty • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN HOLDINGS GUARANTY dated as of February 1, 2019 (as amended, restated, amended and restated, modified and/or supplemented from time to time, this “Guaranty”) between DISCOVERORG MIDCO, LLC, a Delaware limited liability company (the “Guarantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
SECOND LIEN SECURITY AGREEMENT dated as of February 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among DISCOVERORG, LLC, a Delaware limited liability company (the “Borrower”), DISCOVERORG MIDCO, LLC, a Delaware limited liability company (“Holdings”), the other Persons listed on the signature pages hereof (the “Subsidiary Grantors”), the Additional Grantors (as hereinafter defined) from time to time party hereto (Holdings, the Borrower, the Subsidiary Grantors and such Additional Grantors being, collectively, the “Grantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement (as defined below)).
SECOND LIEN HOLDINGS GUARANTYHoldings Guaranty • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
SECOND LIEN HOLDINGS GUARANTY dated as of February 1, 2019 (as amended, restated, amended and restated, modified and/or supplemented from time to time, this “Guaranty”) between DISCOVERORG MIDCO, LLC, a Delaware limited liability company (the “Guarantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • New York
FIRST LIEN SECURITY AGREEMENT dated as of February 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among DISCOVERORG, LLC, a Delaware limited liability company (the “Borrower”), DISCOVERORG MIDCO, LLC, a Delaware limited liability company (“Holdings”), the other Persons listed on the signature pages hereof (the “Subsidiary Grantors”), the Additional Grantors (as hereinafter defined) from time to time party hereto (Holdings, the Borrower, the Subsidiary Grantors and such Additional Grantors being, collectively, the “Grantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement (as defined below)).
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Washington
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered by and between DiscoverOrg Data, LLC, a Delaware limited liability company (the “Company”), on the one hand, and Peter Cameron Hyzer (“Employee”), on the other. The Company and Employee are referred to herein individually as a “Party” and, collectively, as the “Parties.”
HSKB FUNDS, LLC SUBSCRIPTION AGREEMENTSubscription Agreement • February 27th, 2020 • ZoomInfo Technologies Inc. • Services-prepackaged software • Delaware
This subscription agreement (together with all the parts and schedules included or attached hereto, the “Subscription Agreement”) is made as of _______________, between HSKB Funds, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), and the undersigned individual who is proposing to become a member of the Company on the terms and conditions set forth in (a) this Subscription Agreement, and (b) the Limited Liability Company Agreement of HSKB Funds, LLC, dated February 12, 2016 (as amended from time to time, the “LLC Agreement”), a copy of which has been furnished to the undersigned. Capitalized terms used but not defined in this Subscription Agreement have the respective meanings assigned to them in the LLC Agreement.
