Exhibit 10.8
***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.***
AMENDMENT NO. 3 to
SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
This AMENDMENT No. 3 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of August 3, 2023 (the “Effective Date”), by and among FISCALNOTE, INC., a Delaware corporation (“Borrower Representative”), each of the undersigned Persons that are party to the Credit Agreement (as defined below) as borrowers or guarantors (together with Borrower Representative and each other Person from time to time party to the Credit Agreement as borrower or guarantor, collectively “Loan Parties”, and each, a “Loan Party”), each of the undersigned Lenders, constituting all of the Lenders as of the Effective Date, and RUNWAY GROWTH FINANCE CORP. (formerly known as Runway Growth Credit Fund Inc.), as administrative agent and collateral agent for Lenders (in such capacity, “Agent”), and amends the terms of that certain Second Amended and Restated Credit and Guaranty Agreement dated as of July 29, 2022, by and among Borrower Representative, the other Borrowers and Guarantors party thereto, Lenders, and Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
The parties hereby agree as follows:
(d) Original Final Payment. To RGFC, the Original Final Payment on the earlier to occur of (i) a prepayment pursuant to Section 2.2(c) or (d), or (ii) July 29, 2024.
“Restatement Date Final Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) equal to 5.75% multiplied by the sum of the aggregate original principal amount of the Restatement Date Incremental Term Loans and of the Incremental Term Loans made hereunder from time to time.
“Original Final Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) equal to $2,034,591.79.
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[SIGNATURES APPEAR ON FOLLOWING PAGES]
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[SIGNATURE PAGE TO amendment no. 3 TO SECOND AMENDED AND RESTATED credit AND guaranty AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date set forth above.
lenders: |
RUNWAY GROWTH FINANCE CORP. |
By: /s/ Thomas B. Raterman Name: Thomas B. Raterman Title: Chief Financial Officer and Chief Operating Officer |
ORIX GROWTH CAPITAL, LLC |
By: /s/ Jeffrey Bede Name: Jeffrey Bede Title: Head of ORIX Growth Capital |
CLOVER OROCHI LLC By: CLOVER PRIVATE CREDIT OPPORTUNITIES ORIGINATION II LP and CLOVER PRIVATE CREDIT OPPORTUNITIES ORIGINATION (LEVERED) II LP, its sole members By: UBS O’CONNOR LLC, its investment manager |
By: /s/ Rodrigo Trelles Name: Rodrigo Trelles Title: Managing Director By: /s/ Baxter Wasson Name: Baxter Wasson Title: Managing Director |
ACM ASOF VIII SAAS FINCO LLC |
By: /s/ Joshua Ufberg Name: Joshua Ufberg Title: Authorized Signatory |
[SIGNATURE PAGE TO amendment no. 3 TO SECOND AMENDED AND RESTATED credit AND guaranty AGREEMENT]
borrowers:
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FISCALNOTE, INC. By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
CQ-Roll Call, Inc. |
By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
CAPITOL ADVANTAGE LLC By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
VoterVoice, L.L.C. By: FiscalNote, Inc., its sole manager By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
SANDHILL STRATEGY LLC By: /s/ Jon Slabaugh Name: Jon Slabaugh Title: Manager |
[SIGNATURE PAGE TO amendment no. 3 TO SECOND AMENDED AND RESTATED credit AND guaranty AGREEMENT]
Guarantors: |
FISCALNOTE HOLDINGS, INC. By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
FISCALNOTE INTERMEDIATE HOLDCO, INC. (F/K/A FiscalNote Holdings, Inc.) By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
FISCALNOTE HOLDINGS II, INC. By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
FIRESIDE 21, LLC By: /s/ Timothy Hwang Name: Timothy Hwang Title: President |
FACTSQUARED, LLC By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
THE OXFORD ANALYTICA INTERNATIONAL GROUP, LLC By: /s/ Timothy Hwang Name: Timothy Hwang Title: President |
OXFORD ANALYTICA INC. By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
FISCALNOTE BOARDS LLC By: FiscalNote, Inc., its sole manager By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
PREDATA, INC. By: /s/ Joshua Haecker Name: Joshua Haecker Title: Chief Executive Officer |
CURATE SOLUTIONS, INC. By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
FORGE.AI, INC. By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
FRONTIER STRATEGY GROUP LLC By: /s/ Timothy Hwang Name: Timothy Hwang Title: Chief Executive Officer and President |
OXFORD ANALYTICA LIMITED By: /s/ Timothy Hwang Name: Timothy Hwang Title: Director |
DRAGONFLY EYE LIMITED By: /s/ Timothy Hwang Name: Timothy Hwang Title: Director |
Schedule 6.10(b)
MINIMUM ADJUSTED EBITDA – COVENANT LEVELS
[***]
Schedule 6.10(C)
MINIMUM ARR – COVENANT LEVELS
[***]