Exhibit

EX-10.1.4 13 exhibit1014s-1.htm EXHIBIT 10.1.4 Exhibit

Exhibit 10.1.4

Execution Version

AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT

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.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower has entered into that certain First Lien Credit Agreement, dated as of February 5, 2016, among the Borrower, Holdings, the Guarantors, the lenders party thereto from time to time (collectively, the “Lenders” and each individually, a “Lender”), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Collateral Agent and as an Issuing Bank and the other Issuing Banks and parties thereto (as amended by Amendment No. 1 to First Lien Credit Agreement, dated as of May 27, 2016, Amendment No. 2 to First Lien Credit Agreement, dated as of August 18, 2016, Amendment No. 3 to First Lien Credit Agreement, dated as of February 21, 2017 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Credit Agreement”) and, Goldman Sachs Lending Partners LLC (“GSLP”), Credit Suisse Securities (USA) LLC (“CS Securities”), Macquarie Capital (USA) Inc. (“Macquarie Capital”) and Nomura Securities International, Inc. (“Nomura”) are acting as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers”) in connection with this Amendment No. 4, the provision of the 2018 Refinancing Term Loans (as defined below) and the 2018 Upsize Term Loans (as defined below);

WHEREAS, the Borrower has requested that GSLP (in such capacity, the “Additional 2018 Refinancing Term Lender”) provide a new Class of Term Loans denominated in Dollars (the “2018 Refinancing Term Loans”), which 2018 Refinancing Term Loans would refinance all of the Initial US Term Loans outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment No. 4 (the “Existing Term Loans”) and shall have the terms set forth in the Amended Credit Agreement;

WHEREAS, the aggregate proceeds of the 2018 Refinancing Term Loans will be used by the Borrower, together with cash on hand, to repay in full the outstanding principal amount of the Existing Term Loans, together with all accrued but unpaid interest, fees and expenses payable in connection therewith (the “2018 Refinancing”);

WHEREAS, each Existing Term Lender that executes and delivers a counterpart of the Lender Consent and New Commitment attached to the Election Notice Memorandum delivered by electronic mail on March 9, 2018 (a “Lender Consent”) (such consenting Lender, an “Exchanging Term Lender” and together with the Additional 2018 Refinancing Term Lender, the “2018 Refinancing Term Lenders”) will be deemed (i) to have agreed to the terms of this Amendment No. 4 and the Amended Credit Agreement, (ii) to have agreed to exchange (as further described in the Lender Consent) the Allocated Amount (as defined in the Cashless Settlement of Existing Term Loans letter dated March 15, 2018, by and among the Borrower, the Refinancing Arranger (as defined below) and the Administrative Agent) of its Existing Term Loans for 2018 Refinancing Term Loans in an equal principal amount, and (iii) upon the Amendment No. 4 Effective Date to have exchanged (as further described in the Lender Consent) the Allocated Amount of its Existing Term Loans for 2018 Refinancing Term Loans in an equal principal amount, which will be effectuated by cashless exchange;

WHEREAS, the Additional 2018 Refinancing Term Lender is prepared to provide 2018 Refinancing Term Loans in an amount equal to its commitment to provide such Loans as set forth on Schedule 1 hereto, provided that such amount on Schedule 1 hereto shall automatically be reduced by an amount equal to the aggreagate amount of Existing Term Loans exchanged pursuant to Section 2(a) hereof (the “2018 Refinancing Term Commitments”), subject to the terms and conditions set forth herein;

WHEREAS, the Borrower has requested that, effective immediately after the consumation of the 2018 Refinancing, the Credit Agreement be amended as set forth herein (the Credit Agreement, as amended by this Amendment No. 4, the “Amended Credit Agreement”);

WHEREAS, the Borrower has requested that effective immediately after the consumation of the 2018 Refinancing, the First Lien/Second Lien Intercreditor Agreement, dated as of February 5, 2016, by and among the Borrower, Holdings, the other Grantors (as defined therein) party thereto, Credit Suisse AG, Cayman Islands Branch, as Senior Priority Representative (as defined therein) and Wilmington Trust, National Association, as Second Priority Representative (as defined therein) (as amended by the First Amendment to First Lien/Second Lien Intercreditor Agreement, dated as of August 18, 2016 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to, but not including, the Amendment No. 4 Effective Date, the “Existing Intercreditor Agreement”) be terminated and discharged in full, and that the Borrower, Holdings, the other Grantors (as defined therein) party thereto, Credit Suisse AG, Cayman Islands Branch, as Senior Priority Representative (as defined therein) and Wilmington Trust, National Association, as Second Priority Representative (as defined therein) enter into the First Lien/Second Lien Intercreditor Agreement attached hereto as Exhibit C (the “New Intercreditor Agreement”). To accomplish the foregoing, the 2018 Refinancing Term Lenders, each Revolving Lender and each other Person whose signature pages appear below hereby instruct the Collateral Agent to, immediately after consummation of the 2018 Refinancing, (i) terminate the Existing Intercreditor Agreement and (ii) execute the New Intercreditor Agreement substantially in the form attached hereto as Exhibit C;

WHEREAS, the Borrower has requested that GSLP (in such capacity, the “2018 Upsize Term Lender”) provide Term Loans denominated in Dollars (the “2018 Upsize Term Loans”), which 2018 Upsize Term Loans shall have the terms set forth in the Amended Credit Agreement and shall constitute the same Class of Term Loans as the 2018 Refinancing Term Loans. The 2018 Upsize Term Lender is prepared to provide the 2018 Upsize Term Loans in an amount equal to its commitment to provide such Loans as set forth on Schedule 2 hereto (the “2018 Upsize Term Commitments”), subject to the terms and conditions set forth herein;

WHEREAS, (i) the aggregate proceeds of the 2018 Upsize Term Loans will be used by the Borrower, together with the proceeds of the Initial Term Loans (as defined in the Second Lien Credit Agreement (as defined below), the “Second Lien Loans”) (including the cashless exchange of Second Lien Notes for a portion of the Second Lien Loans) and certain cash available on the balance sheet of the Borrower, to redeem and discharge in full the outstanding principal amount of the Second Lien Notes, together with all accrued but unpaid interest, premiums, fees and expenses payable in connection therewith and (ii) concurrently with the consumation of this Amendment No. 4, the Borrower will enter into that certain Second Lien Credit Agreement, dated as of the date hereof, by and among, among others, the Borrower, Holdings, Wilmington Trust, National Association as administrative agent and the other loan parties and the lenders party thereto from time to time (collectively, the “Second Lien Transactions”);

WHEREAS, pursuant to the Engagement Letter, dated February 26, 2018, by and among the Arrangers and the Borrower, the Arrangers have agreed to act as joint lead arrangers and joint bookrunners in connection with the entering into of this Amendment No. 4;

WHEREAS, the 2018 Refinancing Term Lenders, the 2018 Upsize Term Lender, each Revolving Lender and each other Person that executes and delivers a signature page to this Amendment No. 4 will be deemed to have agreed to the terms of this Amendment No. 4, the Amended Credit Agreement, the New Intercreditor Agreement and the Second Lien Transactions;

WHEREAS, as of the Amendment No. 4 Effective Date, the US Dollar Revolving Commitments referred to in the Amended Credit Agreement shall be as set forth on Schedule 3 hereto.

WHEREAS, each Loan Party party hereto (collectively, the “Reaffirming Parties” and each a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment No. 4 becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations under the Credit Agreement, the Security Documents, and the other Loan Documents to which it is a party.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

SECTION 1. CERTAIN DEFINITIONS. Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. As used in this Amendment No. 4.

“2018 Refinancing” is defined in the recitals hereto.

“2018 Refinancing Term Commitments” is defined in the recitals hereto.

“2018 Refinancing Term Lenders” is defined in the recitals hereto.

“2018 Refinancing Term Loans” is defined in the recitals hereto.

“2018 Upsize Term Commitments” is defined in the recitals hereto.

“2018 Upsize Term Lender” is defined in the recitals hereto.

“2018 Upsize Term Loans” is defined in the recitals hereto.

“Additional 2018 Refinancing Term Lender” is defined in the recitals hereto.

“Administrative Agent” is defined in the preamble hereto.

“Amended Credit Agreement” is defined in the recitals hereto.

“Amendment No. 4” is defined in the preamble hereto.

“Amendment No. 4 Effective Date” means the date on which the conditions set forth in Section 6 of this Amendment No. 4 are satisfied or waived.

“Arrangers” is defined in the recitals hereto.

“Borrower” is defined in the preamble hereto.

“Credit Agreement” is defined in the recitals hereto.

“Exchanged Term Loans” is defined in Section 2 of this Amendment No. 4.

“Existing Intercreditor Agreement” is defined in the recitals hereto.

“Existing Term Lender” means each Lender holding Initial US Term Loans immediately prior to the effectiveness of this Amendment No. 4.

“Existing Term Loans” is defined in the recitals hereto.

“Holdings” is defined in the preamble hereto.

“Lender Consent” is defined in the recitals hereto.

“Lenders” is defined in the recitals hereto.

“New Intercreditor Agreement” is defined in the recitals hereto.

“Refinancing Arranger” means GSLP.

“Reaffirmed Documents” is defined in Section 8 of this Amendment No. 4.

“Reaffirming Grantor” is defined in Section 8 of this Amendment No. 4.

“Reaffirming Loan Guarantor” is defined in Section 8 of this Amendment No. 4.

“Reaffirming Parties” is defined in the recitals hereto.

“Second Lien Loans” is defined in the recitals hereto.

“Second Lien Transactions” is defined in the recitals hereto.

“Subsidiary Guarantor” is defined in the preamble hereto.

SECTION 2. EXCHANGE OF EXISTING TERM LOANS, AGREEMENT TO MAKE 2018 REFINANCING TERM LOANS AND 2018 UPSIZE TERM LOANS.


(a)	Exchange and Repayment of Existing Term Loans.

(i)

As of the Amendment No. 4 Effective Date, subject to the terms hereof, each Exchanging Term Lender agrees that, immediately prior to the amendments in Section 3 taking effect, an aggregate principal amount of its Existing Term Loans (the “Exchanged Term Loans”) equal to the amount notified to such Exchanging Term Lender by the Refinancing Arranger will be exchanged for 2018 Refinancing Term Loans through a cashless rollover as indicated in the Exchanging Term Lender’s Lender Consent (and as such amount may be reduced by the Refinancing Arranger).

(ii)

As of the Amendment No. 4 Effective Date, subject to the terms hereof, (1) each Exchanging Term Lender agrees that (notwithstanding Section 2.14 of the Credit Agreement), immediately prior to the amendments in Section 3 taking effect, the aggregate principal amount of its Existing Term Loans not being exchanged through a cashless rollover (and as such amount not being exchanged may be increased by the Refinancing Arranger), equal to the amount notified to such Exchanging Term Lender by

the Refinancing Arranger and all unpaid and accrued interest thereon up to but not including the Amendment No. 4 Effective Date, will be repaid in full and (2) the Borrower agrees that, immediately prior to the amendments in Section 3 taking effect, the aggregate principal amount of the Existing Term Loans, including all unpaid and accrued interest thereon up to but not including the Amendment No. 4 Effective Date, of each Lender holding Existing Term Loans that are not exchanged pursuant to Section 2(a)(i), will be repaid in full pursuant to Section 2(c)(i) below.


(iii)	Each Exchanging Term Lender shall be deemed to be a “Lender” under the Credit Agreement as of the Amendment No. 4 Effective Date immediately prior to the amendments in Section 3 taking effect and the making of the 2018 Upsize Term Loans.


(b)	Commitment to Make 2018 Refinancing Term Loans. As of the Amendment No. 4 Effective Date, immediately prior to the amendments in Section 3 taking effect and subject to the terms and conditions hereof, the Additional 2018 Refinancing Term Lender agrees to make 2018 Refinancing Term Loans up to the amount of its 2018 Refinancing Term Commitments.


(c)	Other Provisions Regarding 2018 Refinancing Term Loans.

(i)

On the Amendment No. 4 Effective Date, immediately prior to the amendments in Section 3 taking effect, the Borrower shall apply the aggregate proceeds of the 2018 Refinancing Term Loans to prepay in full the principal amount of all Existing Term Loans (other than the principal amount of Exchanged Term Loans which shall be deemed prepaid pursuant to the cashless exchange thereof) together with all accrued but unpaid interest, fees and expenses payable in connection therewith.


(ii)	The Additional 2018 Refinancing Term Lender shall be deemed to be a “Lender” under the Credit Agreement as of the Amendment No. 4 Effective Date immediately prior to the amendments in Section 3 taking effect and the making of the 2018 Upsize Term Loans. Amounts paid or prepaid in respect of 2018 Refinancing Term Loans may not be reborrowed.


(d)	Commitment to Make 2018 Upsize Term Loans. As of the Amendment No. 4 Effective Date, immediately after consummation of the 2018 Refinancing and subject to the terms and conditions hereof, the 2018 Upsize Term Lender agrees to make 2018 Upsize Term Loans up to the amount of its 2018 Upsize Term Commitments.


(e)	Other Provisions Regarding 2018 Upsize Term Loans.

On the Amendment No. 4 Effective Date, immediately after consummation of the 2018 Refinancing, the Borrower shall apply the aggregate proceeds of the 2018 Upsize Term Loans, together with the proceeds of the Second Lien Loans (including the cashless exchange of Second Lien Notes for a portion of the Second Lien Loans) and certain cash available on the balance sheet of the Borrower, to redeem and discharge in full the outstanding principal amount of the Second Lien Notes, together with all accrued but unpaid interest, premiums, fees and expenses payable in connection therewith.


b.	The 2018 Upsize Term Lender shall be a “Lender” under the Amended Credit Agreement as of the Amendment No. 4 Effective Date. Amounts paid or prepaid in respect of 2018 Upsize Term Loans may not be reborrowed.

The commitments of the Exchanging Term Lenders, the Additional 2018 Refinancing Term Lender and the 2018 Upsize Term Lender are several and not joint and no such Exchanging Term Lender, the Additional 2018 Refinancing Term Lender or 2018 Upsize Term Lender will be responsible for any other Exchanging Term Lender’s, Additional 2018 Refinancing Term Lender’s or 2018 Upsize Term Lender’s failure to make or exchange the 2018 Refinancing Term Loans or 2018 Upsize Term Loans.

SECTION 3. AMENDMENTS TO LOAN DOCUMENTS.

(a)

The Borrower, Holdings, the Guarantors, the 2018 Refinancing Term Lenders, the Revolving Lenders party hereto and other parties party hereto agree that on the Amendment No. 4 Effective Date, immediately after consummation of the 2018 Refinancing, the (i) Credit Agreement shall hereby be amended as set forth in the Amended Credit Agreement attached hereto as Exhibit A and (ii) Schedules 6.01(b), 6.01(y), 6.02(c), 6.04(b) and 6.09(j) and Exhibit J to the Credit Agreement shall hereby be replaced in their entirety with the corresponding Schedules 6.01(b), 6.01(y), 6.02(c), 6.04(b) and 6.09(j) and Exhibit J to the Credit Agreement, respectively, set forth in the attached Exhibit B.


(b)	The 2018 Refinancing Term Lenders, each Revolving Lender and each other Person whose signature pages appear below hereby instruct the Collateral Agent to, immediately after consummation of the 2018 Refinancing, (i) terminate and discharge in full the Existing Intercreditor Agreement and (ii) execute the New Intercreditor Agreement substantially in the form attached hereto as Exhibit C.

SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and after the Amendment No. 4 Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment No. 4, (ii) the 2018 Refinancing Term Loans and 2018 Upsize Term Loans shall together constitute the same Class of Term Loans and shall constitute “Initial Term Loans”, “Loans” and “Term Loans”, in each case, under and as defined in the Credit Agreement and (iii) the 2018 Refinancing Term Lenders and 2018 Upsize Term Lender shall each constitute an “Initial Term Loan Lender”, a “Lender” and a “Term Loan Lender”, in each case, under and as defined in the Credit Agreement. This Amendment No. 4 shall for all purposes constitute a “Loan Document” under and as defined in the Credit Agreement and the other Loan Documents.

SECTION 5. REPRESENTATIONS & WARRANTIES. In order to induce the 2018 Refinancing Term Lenders, the 2018 Upsize Term Lender, the Revolving Lenders and the Administrative Agent to enter into this Amendment No. 4, to induce the 2018 Refinancing Term Lenders to make the 2018 Refinancing Term Loans and to induce the 2018 Upsize Term Lender to make the 2018 Upsize Term Loans, each Loan Party hereby represents and warrants to the 2018 Refinancing Term Lenders, the 2018 Upsize Term Lender, the Revolving Lenders and the Administrative Agent on and as of the Amendment No. 4 Effective Date that each of the representations and warranties made by any Loan Party set forth in Article III of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (provided that, any representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of the Amendment No. 4 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or if any such representation and warranty is qualified by “materiality,” “material adverse effect” or similar language, shall be true and correct in all respects (after giving effect to any

such qualification therein)) on and as of such earlier date); provided that all references in the representations set forth in Sections 3.01, 3.02, and 3.03 of the Credit Agreement to “Loan Documents” shall be deemed to be references to this Amendment No. 4 and the other Loan Documents (including the Credit Agreement) as amended by this Amendment No. 4.

SECTION 6. CONDITIONS PRECEDENT. This Amendment No. 4 shall become effective as of the first date (the “Amendment No. 4 Effective Date”) when each of the conditions set forth in this Section 6 shall have been satisfied; provided that Sections 2(c) and 2(d) and the amendments contemplated in Section 3 hereof shall be effective immediately after the consummation of the 2018 Refinancing:


(a)	The Administrative Agent shall have received (i) an executed copy of this Amendment No. 4, (ii) an executed copy of the New Intercreditor Agreement, (iii) an executed copy of the Second Lien Credit Agreement, (iv) an executed copy of the Intercompany Subordination Agreement and (v) an executed copy of the Exchange Agreement (as defined in the Second Lien Credit Agreement).

(b)

All costs, fees and expenses (including, without limitation, legal fees and expenses) contemplated and to the extent required by the Credit Agreement, the Engagement Letter and any other letter agreement between the Borrower and any Arranger relating to the transactions contemplated hereby, and which are payable to the Refinancing Arranger or any other Arranger (or the 2018 Refinancing Term Lenders or the 2018 Upsize Term Lender) or the Administrative Agent shall have been paid to the extent due. All accrued interest on, and any amounts owing under Section 2.13 of the Credit Agreement with respect to, the Initial Term Loans outstanding immediately prior to the Amendment No. 4 Effective Date, whether or not due and payable, shall have been paid in full.


(c)	No Default or Event of Default shall have occurred or be continuing, or would occur immediately after giving effect to the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans and the other transactions contemplated by this Amendment No. 4.

(d)

Each of the representations and warranties made by any Loan Party set forth in Section 5 hereof shall be true and correct in all material respects (provided that, any representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of the Amendment No. 4 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or if any such representation and warranty is qualified by “materiality,” “material adverse effect” or similar language, shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of such earlier date).


(e)	The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03 of the Credit Agreement for the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans.


(f)	The Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 4 Effective Date, executed by a Responsible Officer of the Borrower certifying compliance with the requirements set forth in clauses (c) and (d) of this Section 6.


(g)	On the Amendment No. 4 Effective Date, the Administrative Agent shall have received a customary opinion of Ropes & Gray LLP, counsel to the Loan Parties addressed to the

Administrative Agent, the 2018 Refinancing Term Lenders, the 2018 Upsize Term Lender and the Revolving Lenders and dated the Amendment No. 4 Effective Date.

(h)

The Administrative Agent shall have received a customary certificate from each Loan Party, dated the Amendment No. 4 Effective Date, signed by a Responsible Officer of such Loan Party, and attested to by the secretary or any assistant secretary of such Loan Party, with appropriate insertions, together with (a) certified copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents), as applicable, of such Loan Party, (b) customary resolutions of such Loan Party referred to in such certificate, (c) incumbency or specimen signatures which identify by name and title such Responsible Officer or authorized signatory of such Loan Party authorized to sign this Amendment No. 4, and (d) a good standing certificate from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Amendment No. 4 Effective Date and certifying as to the good standing of such Loan Party (but only if the concept of good standing exists in the applicable jurisdiction); provided that in the case of preceding clause (a), such documents shall not be required to be delivered with respect to any Person that was a Loan Party immediately prior to the Amendment No. 3 Effective Date if such certificate includes a certification by such Responsible Officer that the applicable organizational documents delivered to the Administrative Agent in connection with the initial funding of Term Loans on the Closing Date remain in full force and effect and have not been amended, modified, revoked or rescinded since the Amendment No. 3 Effective Date.


(i)	The Refinancing Arranger and the Administrative Agent shall have received a solvency certificate from the chief financial officer (or other officer with reasonably equivalent duties) of the Borrower substantially consistent with that delivered on the Amendment No. 3 Effective Date (with respect to the transactions contemplated by this Amendment No. 4) and dated the Amendment No. 4 Effective Date.

(j)

The Refinancing Arranger and the Administrative Agent shall have received at least two (2) Business Days prior to the Amendment No. 4 Effective Date all documentation and information as is reasonably requested in writing by the Refinancing Arranger or the Administrative Agent at least ten (10) days prior to the Amendment No. 4 Effective Date about Holdings, the Borrower and its subsidiaries, required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.


(k)	The Second Lien Transactions shall be consummated substantially concurrently with the funding of the 2018 Upsize Term Loans on the Amendment No. 4 Effective Date.

SECTION 7. ARRANGERS. The Borrower, the 2018 Refinancing Term Lenders, the 2018 Upsize Term Lender and Revolving Lenders agree that the Arrangers, including the Refinancing Arranger, shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Agents and Arrangers pursuant to Sections 10.08 and 11.03 of the Amended Credit Agreement and except as otherwise agreed to in writing by the Borrower, Holdings and the Arrangers, shall have no duties, responsibilities or liabilities with respect to this Amendment No. 4, the Amended Credit Agreement or any other Loan Document.

SECTION 8. REAFFIRMATION.


(a)	To induce the 2018 Refinancing Term Lenders, the 2018 Upsize Term Lender, the Revolving Lenders and the Administrative Agent to enter into this Amendment No. 4, each of the Loan

Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans) (collectively, the “Reaffirmed Documents”). The Borrower and each Loan Party acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 4.

(b)

In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under any Guarantee to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guarantee and agrees that such Guarantee remains in full force and effect to the extent set forth in such Guarantee and after giving effect to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 4 and the Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans constitute “Obligations” under the Loan Documents (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans). Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its Guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 4, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations under each of the Loan Documents to which it is a party (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Agent and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents.

(c)

In furtherance of the foregoing Section 8(a), each of the Loan Parties that is party to any Security Document, in its capacity as a Pledgor (as defined in such Security Document) under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 4 and the transactions contemplated hereby, including the extension of credit in the form of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Loan Document (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby confirms that the security interests granted by such Reaffirming Grantor under the terms and conditions of the Loan Documents secure the 2018 Refinancing Term Loans and

the 2018 Upsize Term Loans as part of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans). Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans), as the case may be, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Pledgor now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Pledgor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party.

(d)

Each Guarantor acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment No. 4 and (ii) nothing in the Credit Agreement, this Amendment No. 4 or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

SECTION 9. MISCELLANEOUS PROVISIONS.

(a)

Ratification. This Amendment No. 4 is limited to the matters specified herein and shall not constitute acceptance or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith, and each of the parties hereto acknowledges and agrees that the terms of this Amendment No. 4 constitute an amendment of the terms of pre-existing Indebtedness and the related agreement, as evidenced by the Amended Credit Agreement.


(b)	Governing Law; Submission to Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc. Sections 11.09 and 11.10 of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein, mutatis mutandis.


(c)	Severability. Section 11.07 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.


(d)	Counterparts; Headings. This Amendment No. 4 may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed

counterpart of a signature page of this Amendment No. 4 by telecopy or other electronic transmission (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment No. 4. Article and Section headings used herein are for convenience of reference only, and are not part of this Amendment No. 4 and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment No. 4.


(e)	Notice. For purposes of the Credit Agreement, the initial notice address of the Additional 2018 Refinancing Term Lender shall be as set forth on Schedule 1 hereto and the initial notice address of the 2018 Upsize Term Lender shall be as set forth on Schedule 2 hereto.

(f)

Recordation of 2018 Refinancing Term Loans and the 2018 Upsize Term Loans. Upon execution and delivery hereof, and the funding (or cashless exchange) of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans, the Administrative Agent will record in the Register the 2018 Refinancing Term Loans made (or deemed made) by the 2018 Refinancing Term Lenders and the 2018 Upsize Term Loans made by the 2018 Upsize Term Lender as “Initial Term Loans”.


(g)	Amendment, Modification and Waiver. This Amendment No. 4 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.

[Remainder of page intentionally blank; signatures begin next page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be duly executed by their respective authorized officers as of the date first above written.



SOLARWINDS INTERMEDIATE HOLDINGS I, INC., as Holdings


By:	/s/ J. Barton Kalsu
Name:	J. Barton Kalsu
Title:	Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer


SOLARWINDS HOLDINGS, INC., as Borrower


By:	/s/ J. Barton Kalsu
Name:	J. Barton Kalsu
Title:	Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer