EX-10.10.2




 Exhibit 10.10.2 

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

This First Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of December 12, 2017,
is entered into by and among HORTONWORKS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Amendment (each a
“Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the
“Administrative Agent”). 
 WITNESSETH: 

WHEREAS, reference is made to that certain Amended and Restated Credit Agreement dated as of November 1, 2017 (as the same may be
further amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders and the Administrative
Agent. All capitalized terms used herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement; and 

WHEREAS, the parties hereto have agreed to amend the Credit Agreement to cure a mistake with respect to the reference to the Revolving
Termination Date. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 
 1.    Amendments to Section 1.1 of the Credit
Agreement. The definition of Revolving Termination Date is hereby amended and restated in its entirety as follows: 

“Revolving Termination Date”: November 1, 2020 (i.e. third anniversary of the Closing Date). 

2.    Choice of Law. This Amendment and the rights of the parties hereunder, shall be determined under, governed
by, and construed in accordance with the laws of the State of New York. 
 3.    Counterpart Execution. This
Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Amendment by facsimile or other electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the
Borrower and the Administrative Agent. 
 4.    Effect on Loan Documents. 

(a)    The Credit Agreement, as amended and modified hereby, and each of the other Loan Documents shall be and remain in
full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a
modification or waiver of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document. The consents, modifications and other agreements herein are limited to the specifics hereof
(including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, and except as expressly set forth herein, shall neither excuse any non-compliance with the Loan Documents, nor operate as a consent or waiver to any matter under the Loan Documents. Except for the amendments to the Credit Agreement 









 
expressly set forth herein, the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict
with those of the Credit Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. 

(b)    To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with
any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement, as modified or amended
hereby. 
 (c)    This Amendment is a Loan Document. 

5.    Entire Agreement. This Amendment and the other Loan Documents represent the entire agreement of Holdings, the
Borrower, the other Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender
relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 

6.    Reaffirmation. Each Loan Party hereby reaffirms its obligations under each Loan Document to which it is a
party. Each Loan Party hereby further ratifies and reaffirms the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection with the Guarantee and Collateral Agreement or any other Loan Document to the
Administrative Agent on behalf and for the benefit of Secured Parties, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens, and all collateral
heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof. 

7.    Ratification. The Borrower hereby restates, ratifies and reaffirms each and every term and condition set
forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as amended hereby. 

8.    Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and
delivered by its proper and duly authorized officer as of the date set forth below. 
  

	
	BORROWER:
	
	HORTONWORKS, INC.
	
	By:      /s/ Dan
Bradford                                        
        
	Name: Dan Bradford
	Title:   VP, Finance



  









 
	
	ADMINISTRATIVE AGENT:
	
	SILICON VALLEY BANK
	
	By:      /s/ Ashlee
Kaji                                         
   
	Name: Ashlee Kaji
	Title:   Vice President
	
	LENDERS:
	
	SILICON VALLEY BANK
	
	By:      /s/ Ashlee
Kaji                                         
   
	Name: Ashlee Kaji
	Title:   Vice President