EX-10.29



 Exhibit 10.29 

Portions of this exhibit marked [*] are requested to be treated confidentially. 

EXECUTION VERSION 
 FOURTH AMENDMENT AGREEMENT

 This Fourth Amendment Agreement (this “Amendment”) is entered into this 28th day of October, 2016, by and
among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina
corporation (“BenefitStore”, and together with the Parent and Benefitfocus.com, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks and other
financial institutions or entities party hereto (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such
capacity, the “Administrative Agent”). 
 RECITALS 

A. The Borrowers, the Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of
February 20, 2015, as amended pursuant to that certain First Amendment Agreement dated June 16, 2015, pursuant to that certain Second Amendment Agreement dated December 18, 2015, and pursuant to that certain Third Amendment Agreement
dated March 24, 2016 (as amended and as the same may from time to time be further amended, modified, supplemented or restated, the “Credit Agreement”), pursuant to which the Lenders have extended credit to the Borrowers
for the purposes permitted in the Credit Agreement. 
 B. The Borrowers have requested an Increase (as defined in the Credit
Agreement prior to giving effect to this Amendment) of $35,000,000 pursuant to Section 2.12 of the Credit Agreement, and the Required Lenders and the Administrative Agent agree to modify and amend certain terms and conditions of the
Credit Agreement in connection therewith. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1.
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Credit Agreement. 

2. Amendments to Credit Agreement. 

2.1 Recitals. The second paragraph of the Recitals to the Credit Agreement is hereby amended by deleting “$60,000,000” and
inserting “$95,000,000” in lieu thereof. 







 2.2 Section 1.1 (Defined Terms). 

(a) The definition of “ABR” is amended by adding “In no event shall the ABR be less than 0.00%”
after the first sentence thereof. 
 (b) The definition of “Applicable Margin” is amended and restated in
its entirety as follows: 
 ““Applicable Margin”: 

(a) from the Fourth Amendment Effective Date until November 5, 2016, the percentages set forth in Level I of the pricing
grid below; and 
 (b) from and after November 5, 2016 and on the fifth day of each month thereafter, the Applicable
Margin shall be determined from the following pricing grids based upon Liquidity as set forth in the most recent Liquidity Report delivered or required to be delivered pursuant to Section 6.2(g) hereof; provided however if
any Transaction Report or other calculation of a component of Liquidity is at any time restated or otherwise revised (including as a result of an audit) or if the information set forth in any Transaction Report or other calculation of a component of
Liquidity otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof,
interest and/or fees due under this Agreement shall be immediately recalculated at such other rate for any applicable periods and shall be due and payable promptly after demand from the Administrative Agent if such other rate would have been higher.

 REVOLVING LOANS AND SWINGLINE LOANS 
  

							
	 Level
	  	Liquidity	  	Revolving Loans	 	Swingline Loans
	 I
	  	3 $90,000,000	  	0.75%	 	0.75%
	 II
	  	3 $60,000,000 but < $90,000,000	  	1.00%	 	1.00%
	 III
	  	< $60,000,000	  	1.25%	 	1.25%

 LETTER OF CREDIT FEE 
  

					
	 Level
	  	Liquidity	  	Letter of Credit Fees
	 I
	  	3 $90,000,000	  	0.75%
	 II
	  	3 $60,000,000 but < $90,000,000	  	1.00%
	 III
	  	< $60,000,000	  	1.25%








 Notwithstanding the foregoing, (a) if the Borrowers fail to deliver a
Transaction Report or other calculation of a component of Liquidity as required herein, the Applicable Margin shall be the rates corresponding to Level III in the foregoing tables until such Transaction Report and/or calculation is delivered, and
(b) no reduction to the Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing.” 

(c) The definition of “Available Revolving Increase Amount” is amended by adding “As of the Fourth
Amendment Effective Date, the Available Revolving Increase Amount is $5,000,000.00” after the first sentence thereof. 
 (d)
The definition of “Commitment Fee Rate” is amended and restated in its entirety as follows: 

““Commitment Fee Rate”: 

(a) from and after the Fourth Amendment Effective Date until November 5, 2016, the percentages set forth in Level I of the
pricing grid below; and 
 (b) from and after November 5, 2016 and on the fifth day of each month thereafter, the
Commitment Fee Rate shall be determined from the following grid based upon Liquidity as set forth in the most recent Liquidity Report delivered or required to be delivered pursuant to Section 6.2(g) hereof; provided however
if any Transaction Report or other calculation of a component of Liquidity is at any time restated or otherwise revised (including as a result of an audit) or if the information set forth in any Transaction Report or other calculation of a component
of Liquidity otherwise proves to be false or incorrect such that the Commitment Fee Rate would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result
thereof, the Commitment Fee due under this Agreement shall be immediately recalculated at such other rate for any applicable periods and shall be due and payable promptly after demand from the Administrative Agent if such other rate would have been
higher. 
  

					
	 Level
	  	Liquidity	  	Commitment Fee Rate
	 I
	  	3 $90,000,000	  	0.30000%
	 II
	  	3 $60,000,000 but < $90,000,000	  	0.35000%
	 III
	  	< $60,000,000	  	0.37500%

 Notwithstanding the foregoing, (a) if the Borrower fails to deliver a Transaction Report
or other calculation of a component of Liquidity as required herein, the Commitment Fee Rate shall be the rate corresponding to Level III in 







 
the foregoing table until such Transaction Report and/or calculation is delivered, and (b) no reduction to the Commitment Fee Rate shall become effective at any time when an Event of Default
has occurred and is continuing.” 
 (e) The definition of “Consolidated EBITDA” is amended and restated
in its entirety as follows: 
 ““Consolidated EBITDA”: with respect to the Parent and its consolidated
Subsidiaries for any period, (a) the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, plus (ii) Consolidated Interest Expense, plus (iii) provisions for taxes based on
income, plus (iv) total depreciation expense, plus (v) total amortization expense, plus (vi) non-cash compensation expense, plus (vii) the fees, costs and expenses incurred in connection with this
Agreement and the other Loan Documents and the transactions hereunder and thereunder, plus (viii) reasonable one-time fees, costs and expenses incurred in connection with a Permitted Acquisition or a successful offering or issuance of
Capital Stock, in each case to the extent approved in writing by the Administrative Agent as an ‘add-back’ to Consolidated EBITDA, plus (ix) other non-cash items reducing Consolidated Net
Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior
period) approved by the Administrative Agent in writing as an ‘add back’ to Consolidated EBITDA, plus (x) any extraordinary or non-recurring losses, expenses or charges not to exceed $1,000,000 in the aggregate in any fiscal
year (or such higher amounts as may be approved by the Required Lenders as an ‘add-back’ to Consolidated EBITDA), minus (b) the sum, without duplication of the amounts for such period of (i) other non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for
potential cash item in any prior period), plus (ii) interest income.” 
 (f) The definition of “Fee
Letter” is amended and restated in its entirety as follows: 
 ““Fee Letter”: the amended and
restated fee letter agreement dated October 11, 2016, by and among the Borrowers and the Administrative Agent, as may be amended, supplemented or otherwise modified from time to time.” 







 (g) The definition of “Liquidity” is amended and restated in its
entirety as follows: 
 ““Liquidity”: at any time, the sum of (i) the aggregate amount of unrestricted
cash and Cash Equivalents (including short term marketable securities) held by the Borrowers and the Guarantors in Deposit Accounts or Securities Accounts maintained with SVB or SVB’s Affiliates or another Lender or an Affiliate thereof, or
with National Bank of South Carolina (“NBSC”, provided that the aggregate amounts held in deposit accounts with NBSC shall not exceed $6,500,000 at any time), and in each case subject to a first priority lien in favor of the
Administrative Agent, including, without limitation, pursuant to a Deposit Account Control Agreement with respect to each such Deposit Account or Securities Account Control Agreement with respect to each such Securities Account, plus (ii) the
Available Revolving Commitment at such time; provided that, in connection with any calculation of Liquidity required hereunder, at least $30,000,000 must consist of unrestricted cash and Cash Equivalents (including short term marketable
securities) satisfying the requirements of clause (i) above.” 
 (h) The definition of “Revolving Termination
Date” is amended and restated in its entirety as follows: 
 ““Revolving Termination Date”: is
February 20, 2020.” 
 (i) The definition of “Total Revolving Commitments” is amended and restated
in its entirety as follows: 
 ““Total Revolving Commitments”: at any time, the aggregate amount of the
Revolving Commitments then in effect. The original amount of the Total Revolving Commitments is $60,000,000. As of the Fourth Amendment Effective Date the amount of the Total Revolving Commitments is $95,000,000. The L/C Commitment and the Swingline
Commitment are each sublimits of the Total Revolving Commitments.” 
 (j) The following new definitions are hereby added to
Section 1.1 of the Credit Agreement in their appropriate alphabetical order: 
 ““Fourth
Amendment”: the Fourth Amendment to Credit Agreement, dated as of October 28, 2016.” 
 ““Fourth
Amendment Effective Date”: as defined in the Fourth Amendment.” 







 2.3 Section 4.28 (Patriot Act). Section 4.28 of the Credit Agreement is amended
by adding the following sentence immediately after the last sentence thereof: 
 “Each Loan Party and their respective directors,
officers and, to the knowledge of the Borrower, employees, agents, advisors and Affiliates is in compliance, in all material respects, with the United States Foreign Corrupt Practices Act of 1977, as amended.” 

2.4 Section 4.29 (OFAC). Section 4.29 of the Credit Agreement is amended by amending and restating the second sentence
thereof as follows: 
 “No Loan Party nor any of its Subsidiaries nor their respective directors, officers nor, to the knowledge of
such Loan Party, employees, agents, advisors and Affiliates (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with
Sanctioned Persons or Sanctioned Entities.” 
 2.5 Section 6.2 (Certificates; Reports; Other Information).
Section 6.2(f) of the Credit Agreement is amended and restated in its entirety as follows: 
 “(f) concurrently with each Notice
of Borrowing and in any event within 35 days after the end of each month, account receivable and account payable agings (by invoice date), a deferred revenue schedule, and a Transaction Report summarizing and calculating (where applicable) the
Borrowing Base, the Annualized Recurring Revenue Retention Rate, Recurring Revenue and Recurring Revenue Lost, together with all key performance metrics related to such calculations;” 

2.6 Section 6.3 (Accounts Receivable). Section 6.3(b) of the Credit Agreement is amended by replacing “$750,000”
therein with “$1,000,000”. 
 2.7 Section 6.5 (Maintenance of Existence; Compliance). Section 6.5(a)(i) of the
Credit Agreement is amended and restated as follows: 
 “(i) preserve, renew and keep in full force and effect its organizational
existence, in the case of the Borrowers, in any State of the United States or the District of Columbia,” 
 2.8 Section 6.6
(Maintenance of Property; Insurance). Section 6.6 of the Credit Agreement is amended by replacing “$25,000” therein with “$100,000”. 







 2.9 Section 6.8 (Notices). Section 6.8(c) of the Credit Agreement is amended by
replacing “$500,000” therein with “$1,000,000”. 
 2.10 Section 7.1 (Financial Covenants).
 
 (a) Section 7.1(b) of the Credit Agreement (Minimum Consolidated EBITDA) is amended by deleting the grid set forth
therein and by substituting the following in its stead: 
  

					
	 Quarter Ending
	  	Minimum Consolidated
EBITDA	 
	 March 31, 2015
	  	($	22,500,000	) 
	 June 30, 2015
	  	($	22,500,000	) 
	 September 30, 2015
	  	($	22,500,000	) 
	 December 31, 2015
	  	($	16,500,000	) 
	 March 31, 2016
	  	($	14,000,000	) 
	 June 30, 2016
	  	($	13,000,000	) 
	 September 30, 2016
	  	$	[*	] 
	 December 31, 2016
	  	$	[*	] 
	 March 31, 2017
	  	$	[*	] 
	 June 30, 2017
	  	$	[*	] 
	 September 30, 2017
	  	$	[*	] 
	 December 31, 2017
	  	$	[*	] 
	 March 31, 2018
	  	$	[*	] 
	 June 30, 2018
	  	$	[*	] 
	 September 30, 2018
	  	$	[*	] 
	 December 31, 2018
	  	$	[*	] 
	 March 31, 2019
	  	$	[*	] 
	 June 30, 2019
	  	$	[*	] 
	 September 30, 2019
	  	$	[*	] 
	 December 31, 2019
	  	$	[*	] 

  

	[*]	Confidential treatment requested; certain information omitted and filed separately with the SEC. 








 2.11 Section 7.2 (Indebtedness). Section 7.2(e) of the Credit Agreement is amended by
replacing “$15,000,000” with “$20,000,000”. 
 2.12 Section 7.2 (Indebtedness). Section 7.2(k) of the
Credit Agreement is amended by adding the words “and any related financing obligations” after the words “building lease obligations” and replacing “5,000,000” with “$7,500,000”. 

2.13 Section 7.2 (Indebtedness). Section 7.2 of the Credit Agreement is amended by deleting the period at the end of
Section 7.2(l), inserting “;and” in its place and then adding the following new Section 7.2(m) immediately thereafter: 

“(m) obligations incurred in the ordinary course of business in respect of bids, tenders, trade contracts, governmental contracts,
statutory obligations, surety bonds, performance and return of money bonds, performance and completion guarantees and other obligations of a like nature.” 

2.14 Section 7.5 (Disposition of Property). Section 7.5(m) of the Credit Agreement is amended by replacing
“$500,000” therein with “$1,000,000”. 
 2.15 Section 7.6 (Restricted Payments). Section 7.6(b) of the
Credit Agreement is amended by replacing “$250,000” therein with “$750,000”. 
 2.16 Section 7.7 (Consolidated
Capital Expenditures). Section 7.7 of the Credit Agreement is amended by deleting the grid set forth therein and by substituting the following in its stead: 
  

					
	 Fiscal Year
	  	Consolidated Capital Expenditures	 
	 2015 fiscal year
	  	$	16,500,000	  
	 2016 fiscal year
	  	$	21,000,000	  
	 2017 fiscal year
	  	$	19,000,000	  
	 2018 fiscal year
	  	$	22,000,000	  
	 2019 fiscal year
	  	$	24,000,000	  

 2.17 Section 8.1 (Events of Default). Section 8.1(h) of the Credit Agreement is amended by
replacing “$250,000” therein with “$500,000”. 
 2.18 Amendment to Schedules. The schedules to the Credit
Agreement and Guarantee and Collateral Agreement attached hereto hereby amend and restate the related schedules contained in the Credit Agreement and Guarantee Collateral Agreement, as applicable. 







 2.19 Exhibit B (Form of Compliance Certificate). Exhibit B to the Credit Agreement is
hereby deleted in its entirety and the Exhibit A attached hereto is substituted in its stead. 
 3. Waiver to Loan Documents. The
Administrative Agent and the Lenders hereby waive (x) the Default or Event of Default that may have occurred as a result of Borrowers’ incurrence of Indebtedness pursuant to (i) that certain performance bond #SUR0024422 in the
original amount of $459,792.00 and (ii) that certain performance bond #SUR0036003 in the original amount of $4,557,800.00, which waiver relates only to the incurrence of such Indebtedness, and shall not be deemed to constitute a continuing
waiver of any provision of the Credit Agreement with respect to any other Default or Events of Default, (y) the Default or Event of Default that may have occurred as a result of Borrower’s failure to disclose certain registered
Intellectual Property issued to or acquired by certain Loan Parties since the Closing Date through the date hereof, and (z) the payment of the Default Rate on the Obligations to the extent payable prior to the date hereof on account of such
Events of Default. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. 

4. Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent have
been fulfilled to the satisfaction of (and in form and substance satisfactory to, as applicable) the Administrative Agent (such date, the “Fourth Amendment Effective Date”): 

4.1 This Amendment shall have been duly executed and delivered by the respective parties hereto. The Administrative Agent shall have
received a fully executed copy hereof. 
 4.2 The Administrative Agent shall have received all fees required to be paid on or prior
to the Fourth Amendment Effective Date pursuant to the Fee Letter. 
 4.3 To the extent there are any material updates thereto, the
Administrative Agent shall have received an updated Collateral Information Certificate, executed by a Responsible Officer of the Loan Parties. 

4.4 If required by any Revolving Lender, the Administrative Agent shall have received a Revolving Loan Note (or amendment to any
existing Revolving Loan Note) executed by the Borrower in favor of such Revolving Lender. 
 4.5 All necessary consents and approvals
to this Amendment shall have been obtained by the Loan Parties. 
 4.6 The Administrative Agent shall have received a certificate of
each Loan Party, dated the Fourth Amendment Effective Date and executed by the Secretary or Assistant Secretary of such Loan Party, substantially in the forms previously delivered, with appropriate 







 
insertions and attachments, including (i) the Operating Documents of such Loan Party (to the extent amended or modified since last delivered to the Administrative Agent), (ii) the
relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform the Loan Documents to which such Loan Party is party and (iii) the names,
titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, and (iv) a good standing
certificate for each Loan Party certified as of a recent date by the appropriate Governmental Authority of its respective jurisdiction of organization. 

4.7 The Administrative Agent shall have received a solvency certificate from the chief financial officer or treasurer of the Borrowers
(or the Parent on behalf of the Borrowers). 
 4.8 After giving pro forma effect to such Increase and the use of proceeds
thereof, (A) no Default or Event of Default shall have occurred and be continuing at the time of such Increase and (B) the Borrowers shall be in compliance with the then applicable financial covenants set forth in Section 7.1
hereof as of the end of the most recently ended month for which financial statements are required to be delivered prior to such Increase, and the Borrowers shall have delivered to the Administrative Agent a Compliance Certificate evidencing
compliance with the requirements of this Section 4.8. 
 4.9 The Administrative Agent shall have received the results of
recent lien searches in each of the jurisdictions where any of the Loan Parties is formed or organized, and such searches shall reveal no liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.3 of the
Credit Agreement. 
 4.10 The Administrative Agent shall have received the executed customary legal opinion of Wyrick Robbins
Yates & Ponton LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. 

4.11 After giving effect to this Amendment, each of the representations and warranties herein and in the Credit Agreement and the other
Loan Documents, as updated by the Schedules to the Credit Agreement and the Schedules to the Guarantee and Collateral Agreement attached to this Amendment (i) that is qualified by materiality shall be true and correct, and (ii) that is not
qualified by materiality, shall be true and correct in all material respects, in each case, on and as of the Fourth Amendment Effective Date as if made on and as of such date, except to the extent any such representation and warranty expressly
relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date. 

4.12 To the extent that the Borrowers have within two (2) Business Days of the date hereof received invoices for the fees, costs
and expenses required to be paid by the Borrower in connection with this Amendment, the Administrative Agent shall have received payment in respect of such fees, costs and expenses. 







 4.13 To the extent that the Borrowers are requesting any Revolving Loans on the Fourth
Amendment Effective Date, the conditions set forth in Section 5.2 of the Credit Agreement shall have been satisfied. 
 For
purposes of determining compliance with the conditions specified in this Section 4, each Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other
matter either sent (or made available) by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an
officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Fourth Amendment Effective Date specifying such Lender’s objection thereto and such
objection shall not have been withdrawn by notice to the Administrative Agent to that effect on or prior to the Fourth Amendment Effective Date. 

5. New Lenders and Settlement. 

5.1 As of the Fourth Amendment Effective Date, the parties hereto hereby agree and acknowledge that, by executing this Amendment,
Goldman Sachs Lending Partners LLC (“New Lender”) shall become a Lender under the Credit Agreement and the other Loan Documents with a Revolving Commitment as set forth on Schedule 1.1(A) of the Credit Agreement (as amended
by this Amendment). The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and
to become a Lender under the Credit Agreement, (ii) it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations and rights of a Lender thereunder with a Revolving Commitment as set forth on
Schedule 1.1(A) to the Credit Agreement (as amended hereby), (iii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender under the Credit Agreement,
and (iv) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and become a
Lender under the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender. 







 5.2 As of the date hereof, the aggregate outstanding principal amount of the Revolving
Loans under the Credit Agreement is $20,246,111.65 (the “Existing Revolving Loans”). The Existing Revolving Loans (together with all accrued and unpaid interest, fees, indemnities, costs and other payment obligations that are
outstanding immediately prior to the date hereof) are owing as of the Fourth Amendment Effective Date, and are payable without set-off, counterclaim, deduction, offset or defense. On the Fourth Amendment Effective Date, each Existing Revolving Loan
shall be made or converted (as applicable) into ABR Loans. All breakage fees in connection with the conversion of the Existing Revolving Loans to ABR Loans shall be waived. All accrued and unpaid interest and fees in respect thereof shall be repaid
on the Fourth Amendment Effective Date. On the Fourth Amendment Effective Date, each New Lender agrees to pay to the Administrative Agent (which may take the form of such Lender overfunding any Revolving Loans requested on the Fourth Amendment
Effective Date or such other procedure reasonably determined by the Administrative Agent), for the account of the Revolving Lenders, the amount necessary to ensure that the outstanding principal amount of the Revolving Loans and participations
hereunder in Letters of Credit and participations hereunder in Swingline Loans of each Revolving Lender shall equal each Revolving Lender’s respective Revolving Percentages and L/C Percentages. 

6. Limitation of Amendment. 

6.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which the Administrative Agent or
the Lenders may now have or may have in the future under or in connection with any Loan Document. 
 6.2 This Amendment shall be
construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect. 
 7. Representations and Warranties. To induce the Administrative Agent and the Required Lenders to
enter into this Amendment, the Borrowers hereby represent and warrant as follows: 
 7.1 Immediately after giving effect to this
Amendment (a) the representations and warranties contained in the Loan Documents, as updated by the Schedules attached to this Amendment, are true, accurate and complete in all material respects as of the date hereof (except to the extent such
representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 

7.2 Each Borrower have the power and authority to execute and deliver this Amendment and to perform its obligations under the Credit
Agreement, as amended by this Amendment; 







 7.3 The execution and delivery by each Borrower of this Amendment and the performance by
such Borrower of its obligations under the Credit Agreement, as amended by this Amendment, have been duly authorized; 
 7.4 The
execution and delivery by each Borrower of this Amendment and the performance by each Borrower of its obligations under the Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or
affecting such Borrower, (b) any contractual restriction with a Person binding on such Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on such
Borrower, or (d) the organizational documents of such Borrower; 
 7.5 The execution and delivery by each Borrower of this
Amendment and the performance by such Borrower of its obligations under the Credit Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration
with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on such Borrower, except as already has been obtained or made; and 

7.6 This Amendment has been duly executed and delivered by each Borrower and is the binding obligation of such Borrower, enforceable
against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or
affecting creditors’ rights. 
 8. No Defenses of Borrowers. Each Borrower hereby acknowledges and agrees that such Borrower has
no offsets, defenses, claims, or counterclaims against the Administrative Agent or any Lender with respect to the Obligations, or otherwise, and that if such Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against
the Administrative Agent or any Lender, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and such Borrower hereby RELEASES the Administrative Agent and each Lender from any liability thereunder. 

9. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior
negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

 10. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall
be deemed to constitute one and the same instrument. 







 11. Effect on Loan Documents. 

11.1 The amendments set forth herein shall be limited precisely as written and shall not be deemed (a) to be a forbearance,
waiver, or modification of any other term or condition of the Credit Agreement or of any Loan Documents or to prejudice any right or remedy which the Administrative Agent may now have or may have in the future under or in connection with the Loan
Documents; (b) to be a consent to any future consent or modification, forbearance, or waiver to the Credit Agreement or any other Loan Document, or to any waiver of any of the provisions thereof; or (c) to limit or impair the
Administrative Agent’s right to demand strict performance of all terms and covenants as of any date. The Borrowers, on behalf of each Loan Party, hereby ratify and reaffirm the Borrowers’ obligations under the Credit Agreement and each
Loan Party’s obligations under each other Loan Document to which it is a party and agrees that none of the amendments or modifications to the Credit Agreement set forth in this Amendment shall impair any Loan Party’s obligations under the
Loan Documents or the Administrative Agent’s rights under the Loan Documents. The Borrowers, on behalf of each Loan Party, hereby further ratify and reaffirm 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 the 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 (as amended and increased hereby)
from and after the date hereof. The Borrowers, on behalf of each Loan Party, acknowledge and agree that the Credit Agreement and each other Loan Document is still in full force and effect and acknowledge as of the date hereof that no Loan Party has
any defenses to enforcement of the Loan Documents. The Borrowers, on behalf of each Loan Party, waive any and all defenses to enforcement of the Credit Agreement as amended hereby and each other Loan Documents that might otherwise be available as a
result of this Amendment of the Credit Agreement. 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. 

11.2 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. 

11.3 This Amendment is a Loan Document. 

12. Severability. The provisions of this Amendment are severable, and if any clause or provision shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision in this Amendment in any jurisdiction. 







 13. Choice of Law. Section 10.13 and Section 10.14 of the Credit Agreement are
hereby incorporated by reference in their entity mutatis mutandis. 
 [Signature page follows.] 







 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first written above. 
 BORROWERS: 

 

									
	BENEFITFOCUS.COM, INC.	 		 	BENEFITFOCUS, INC.
					
	By:	 	 /s/ Jeffrey M. Laborde
	 		 	By:	 	 /s/ Jeffrey M. Laborde

	Name:	 	 Jeffrey M. Laborde
	 		 	Name:	 	 Jeffrey M. Laborde

	Title:	 	 Chief Financial Officer
	 		 	Title:	 	 Chief Financial Officer

				
		 		 		 	BENEFITSTORE, INC.
					
		 		 		 	By:	 	 /s/ Jeffrey M. Laborde

		 		 		 	Name:	 	 Jeffrey M. Laborde

		 		 		 	Title:	 	 Chief Financial Officer



  
 Signature Page to Fourth
Amendment 








 SILICON VALLEY BANK, as Administrative Agent and as a Lender 

 

			
	By	 	 /s/ Michael Shuhy

	Name:	 	 Michael Shuhy

	Title:	 	 Director



  
 Signature Page to Fourth
Amendment 









			
	COMERICA BANK, as a Lender
		
	By	 	 /s/ J. Benetti

	Name:	 	 J. Benetti

	Title:	 	 SVP



  
 Signature Page to Fourth
Amendment 









			
	PACIFIC WESTERN BANK, as a Lender
		
	By	 	 /s/ Adam Glick

	Name:	 	 Adam Glick

	Title:	 	 SVP



  
 Signature Page to Fourth
Amendment 








 GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender 

 

			
	By	 	 /s/ Annie Carr

	Name:	 	 Annie Carr

	Title:	 	 Authorized Signatory



  
 Signature Page to Fourth
Amendment 








 SCHEDULE 1.1A 

REVOLVING COMMITMENTS 

AND REVOLVING PERCENTAGES 

REVOLVING COMMITMENTS 
  

									
	Lender	  	Revolving Commitment	 	  	Revolving Percentage	 
	 Silicon Valley Bank
	  	$	40,000,000.00	  	  	 	42.1052632	% 
	 Comerica Bank
	  	$	25,000,000.00	  	  	 	26.3157894	% 
	 Pacific Western Bank
	  	$	20,000,000.00	  	  	 	21.0526316	% 
	 Goldman Sachs Lending Partners LLC
	  	$	10,000,000.00	  	  	 	10.5263158	% 
	 Total
	  	$	95,000,000.00	  	  	 	100.0000000	% 

 L/C COMMITMENTS 

(which is a sublimit of, and not in addition to, the Revolving Commitments) 

 

									
	Lender	  	L/C Commitments	 	  	L/C Percentage	 
	 Silicon Valley Bank
	  	$	5,000,000.00	  	  	 	100.000000000	% 
	 Total
	  	$	5,000,000.00	  	  	 	100.000000000	% 

 SWINGLINE COMMITMENT 

(which is a sublimit of, and not in addition to, the Revolving Commitments) 

 

									
	Lender	  	Swingline Commitment	 	  	Exposure Percentage	 
	 Silicon Valley Bank
	  	$	5,000,000	  	  	 	100.000000000	% 
	 Total
	  	$	5,000,000	  	  	 	100.000000000	% 


  
 Schedule 1.1A 








 SCHEDULE 4.15 

SUBSIDIARIES 
 Parent: 

Benefitfocus, Inc., a Delaware corporation 
 Subsidiaries of
the Parent: 
 Benefitfocus.com, Inc., a South Carolina corporation 

BenefitStore, Inc., a South Carolina corporation 
 Percentage
of Capital Stock owned by Loan Parties: 
  

							
	 Loan Party
	  	Subsidiary	  	Ownership Percentage	 
	 Benefitfocus, Inc.
	  	Benefitfocus.com, Inc.	  	 	100	% 
	 Benefitfocus.com, Inc.
	  	BenefitStore, Inc.	  	 	100	% 


  
 Schedule 4.15 








 SCHEDULE 4.19(a) 

FINANCING STATEMENTS AND OTHER FILINGS 

Financing Statements 
  

							
	 Loan Party
	  	Filing	 	  	Filing Office
	 Benefitfocus, Inc.
	  	 	UCC-1 Financing Statement	  	  	Delaware Secretary of State
	 Benefitfocus.com, Inc.
	  	 	UCC-1 Financing Statement	  	  	South Carolina Secretary of State
	 BenefitStore, Inc.
	  	 	UCC-1 Financing Statement	  	  	South Carolina Secretary of State

 Other Filings 
 Filing of
the Intellectual Property Security Agreement with the U.S. Copyright Office and the U.S. Patent and Trademark Office. 

  
 Schedule 4.19(a) 








 SCHEDULE 6.10 

NBSC BANK ACCOUNTS 
  

							
	 Loan Party
	  	Account No.	 	  	Type of Account
	 Benefitfocus.com, Inc.
	  				  	Checking
	  				  	New Merchant
	  				  	Operating
	  				  	Money Market Sweep
	 BenefitStore, Inc.
	  				  	Checking


  
 Schedule 6.10 








 SCHEDULE 1 

NOTICE ADDRESSES OF GUARANTORS 
  

			
	 Guarantor
	  	Notice Address
	 Benefitfocus, Inc.
	  	100 Benefitfocus Way
 Charleston, SC 29492

Attention: Jeffrey M. Laborde, Chief Financial Officer
and

Paris Cavic, Vice President and General Counsel

Facsimile No.: 843-849-6062
 E-Mail:
jeffrey.laborde@benefitfocus.com
 E-Mail: paris.cavic@benefitfocus.com

		
	 Benefitfocus.com, Inc.
	  	100 Benefitfocus Way
 Charleston, SC 29492

Attention: Jeffrey M. Laborde, Chief Financial Officer
and

Paris Cavic, Vice President and General Counsel

Facsimile No.: 843-849-6062
 E-Mail:
jeffrey.laborde@benefitfocus.com
 E-Mail: paris.cavic@benefitfocus.com

		
	 BenefitStore, Inc.
	  	100 Benefitfocus Way
 Charleston, SC 29492

Attention: Jeffrey M. Laborde, Chief Financial Officer
and

Paris Cavic, Vice President and General Counsel

Facsimile No.: 843-849-6062
 E-Mail:
jeffrey.laborde@benefitfocus.com
 E-Mail: paris.cavic@benefitfocus.com



  
 Schedule 1 








 SCHEDULE 2 

DESCRIPTION OF INVESTMENT PROPERTY 

Pledged Stock: 
  

											
	 Grantor
	  	Issuer	  	Class of Capital Stock	  	Certificate No.	  	No. of Shares / Units	 
	 Benefitfocus, Inc.
	  	Benefitfocus.com, Inc.	  	Common	  	No. 1	  	 	100	  
	 Benefitfocus.com, Inc.
	  	BenefitStore, Inc.	  	Common	  	No. 1	  	 	200	  

 Pledged Notes: 
  

									
	 Grantor
	  	Issuer	  	Date of Issuance	  	Payee	  	Principal Amount
	 N/A
	  	N/A	  	N/A	  	N/A	  	N/A

 Securities Accounts: 
  

							
	 Grantor
	  	Securities Intermediary	  	Address	  	Account Number(s)
	 Benefitfocus, Inc.
	  	N/A	  	N/A	  	N/A
				
	 Benefitfocus.com, Inc.
	  	U.S. Bank, N.A.	  	CN-OH-W6TC
 Cincinnati, OH 45202
	  	
	  	  
 U.S. Bank, N.A.
	  	  
 CN-OH-W6TC

Cincinnati, OH 45202
	  	
				
	 BenefitStore, Inc.
	  	N/A	  	N/A	  	N/A

 Commodity Accounts: 
  

							
	 Grantor
	  	Commodities Intermediary	  	Address	  	Account Number(s)
	 N/A
	  	N/A	  	N/A	  	N/A


  
 Schedule 2 








 Deposit Accounts: 
  

							
	 Grantor
	  	Depositary Bank	  	Address	 	Account Number(s)
	Benefitfocus, Inc.	  	Comerica	  	226 Airport Pkwy,
 Suite #100, M/C 4348

San Jose, CA 95110
	 	
	  	  
 Comerica
	  	  
 226 Airport Pkwy,

Suite #100, M/C 4348

San Jose, CA 95110
	 	
	  

Benefitfocus.com, Inc.
	  	  
 NBSC
	  	  
 P.O. Box 8

Mount Pleasant, SC 29465
	 	
	  	  
 NBSC
	  	  
 P.O. Box 8

Mount Pleasant, SC 29465
	 	
	  	  
 NBSC
	  	  
 P.O. Box 8

Mount Pleasant, SC 29465
	 	
	  	  
 NBSC
	  	  
 P.O. Box 8

Mount Pleasant, SC 29465
	 	
	  	  
 SVB
	  	  
 3353 Peachtree Road

NE Tower, Suite M-10
 Atlanta, GA
30326
	 	
	  	  
 SVB
	  	  
 3353 Peachtree Road

NE Tower, Suite M-10
 Atlanta, GA
30326
	 	
	  	  
 SVB
	  	  
 3353 Peachtree Road

NE Tower, Suite M-10
 Atlanta, GA
30326
	 	
	  	  
 SVB
	  	  
 3353 Peachtree Road

NE Tower, Suite M-10
 Atlanta, GA
30326
	 	
				
	 BenefitStore, Inc.
	  	NBSC	  	P.O. Box 8
 Mount Pleasant, SC 29465
	 	


  
 Schedule 2 








 SCHEDULE 4 

LOCATION OF JURISDICTION OF ORGANIZATION 
  

									
	 Grantor
	  	Jurisdiction of
Organization	  	Organizational
Identification
Number	  	Location of Chief
Executive Office	  	Location of Books
	 Benefitfocus, Inc.
	  	Delaware	  	5301893	  	100 Benefitfocus Way
 Charleston, SC 29492
	  	100 Benefitfocus Way
 Charleston, SC 29492

					
	 Benefitfocus.com, Inc.
	  	South Carolina	  	N/A	  	100 Benefitfocus Way
 Charleston, SC 29492
	  	100 Benefitfocus Way
 Charleston, SC 29492

					
	 BenefitStore, Inc.
	  	South Carolina	  	N/A	  	100 Benefitfocus Way
 Charleston, SC 29492
	  	100 Benefitfocus Way
 Charleston, SC 29492



  
 Schedule 4 








 SCHEDULE 5 

LOCATIONS OF EQUIPMENT AND INVENTORY 
  

			
	 Grantor
	  	 Address Location

	 Benefitfocus, Inc.
	  	N/A
		
	 Benefitfocus.com, Inc.
	  	 100 Benefitfocus Way
 Charleston, SC
29492

	  	  
 125 Fairchild Street

Charleston, SC 29492

	  	  
 215 Fairchild Street

Charleston, SC 29492

	  	  
 5935 Rivers Avenue

North Charleston, SC 29406

	  	  
 1016 Woods Crossing Road

Suite B
 Greenville, SC 29607

	  	  
 400 Riverwalk Terrace, Riverwalk Crossing

Suites 160, 210, 240 & 250
 Jenks, OK 74037

	  	  
 TierPoint Hosted Solutions LLC f/k/a Windstream Hosted Solutions
LLC
 5301 Departure Drive, Suite 111
 Raleigh, NC
27616

	  	  
 TierPoint Hosted Solutions LLC f/k/a Windstream Hosted Solutions
LLC
 4021 Rose Lake Drive
 Charlotte, NC 28217

	  	  
 Exhibit Concepts, Inc.

700 Crossroads Court
 Vandalia, OH 45377

	  	  
 Stockade Storage

460 Seven Farms Drive
 Daniel Island, SC 29492

		
	 BenefitStore, Inc.
	  	 100 Benefitfocus Way
 Charleston, SC
29492



  
 Schedule 5 








 SCHEDULE 6 

RIGHTS OF THE GRANTORS RELATING TO PATENTS 

Issued Patents of Benefitfocus, Inc. 

NONE 
 Pending Patent
Applications of Benefitfocus, Inc. 
 NONE 

Issued Patents and Pending Patent Applications Licensed to Benefitfocus, Inc. 

NONE 
 Issued Patents of
Benefitfocus.com, Inc. 
  

									
	 Jurisdiction
	  	 Patent No.
	  	Issue Date	  	 Inventor
	  	 Title

	United States	  	8,412,646	  	04/02/2013	  	Theodore C. Tanner, Jr.; Matthew Aldridge; Gregory Jorstad	  	Systems and methods for automatic creation of agent-based systems
					
	United States	  	8,572,760	  	10/29/2013	  	Theodore C. Tanner, Jr.; Amit Jain	  	Systems and methods for secure agent information
					
	United States	  	8,935,705	  	01/13/2015	  	Jeremy D. Martin	  	Execution of highly concurrent processing tasks based on updated dependency data structure at run-time
					
	United States	  	9,430,504	  	08/30/2016	  	Michael Rosier	  	System and method for dynamically intercepting and adjusting persistence behaviors via runtime configuration
					
	United States	  	9,454,412	  	09/27/2016	  	Michael Rosier	  	Systems and methods for classifying and analyzing runtime events
					
	Australia	  	2009298151	  	10/29/2015	  	Theodore C. Tanner, Jr.; Matthew Aldridge; Gregory Jorstad	  	Systems and methods for automatic creation of agent-based systems
					
	China	  	ZL200980126895.0	  	09/03/2014	  	Theodore C. Tanner, Jr.; Matthew Aldridge; Gregory Jorstad	  	Systems and methods for automatic creation of agent-based systems
					
	China	  	ZL201180039769.9	  	07/22/2015	  	Theodore C. Tanner, Jr.; Amit Jain	  	Systems and methods for secure agent information
					
	China	  	ZL201280021183.4	  	09/21/2016	  	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks
					
	Hong Kong	  	HK1179722	  	01/08/2016	  	Theodore C. Tanner, Jr.; Amit Jain	  	Systems and methods for secure agent information
					
	Japan	  	5690935	  	02/06/2015	  	Theodore C. Tanner, Jr.; Amit Jain	  	Systems and methods for secure agent information
					
	Japan	  	5989097	  	08/19/2016	  	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks
					
	Taiwan	  	I531973	  	05/01/2016	  	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks


  
 Schedule 6 








 Pending Patent Applications of Benefitfocus.com, Inc. 

 

									
	 Jurisdiction
	  	 Serial No.
	  	Filing Date	  	 Inventor
	  	 Title

	United States	  	13/020,376	  	02/03/2011	  	John M. Lunsford	  	Systems and methods for polymorphic content generation in a multi-application, multi-tenant environment
					
	United States	  	13/299,112	  	11/17/2011	  	William B. Gilbert	  	Systems and methods for dynamic service integration
					
	United States	  	13/452,580	  	04/20/2012	  	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls
					
	United States	  	14/463,314	  	08/19/2014	  	Michael Rosier	  	Systems and methods for correlating derived metrics for system activity
					
	United States	  	14/482,437	  	09/10/2014	  	Adam Wagner	  	Systems and methods for a metadata driven user interface framework
					
	PCT	  	PCT/US2015/045477	  	08/17/2015	  	Michael Rosier	  	Systems and methods for correlating derived metrics for system activity
					
	PCT	  	PCT/US2015/047882	  	09/01/2015	  	Adam Wagner	  	Systems and methods for a metadata driven user interface framework
					
	PCT	  	PCT/US2015/048274	  	09/03/2015	  	Michael Rosier	  	System and method for dynamically intercepting and adjusting persistence behaviors via runtime configuration
					
	PCT	  	PCT/US2015/048822	  	09/08/2015	  	Michael Rosier	  	Systems and methods for classifying and analyzing runtime events
					
	Australia	  	2011289673	  	08/08/2011	  	Theodore C. Tanner, Jr.; Amit Jain	  	Systems and methods for secure agent information
					
	Australia	  	2012256399	  	02/24/2012	  	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks
					
	Australia	  	2012337242	  	10/22/2012	  	William B. Gilbert	  	Systems and methods for dynamic service integration
					
	Australia	  	2013249909	  	02/14/2013	  	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls


  
 Schedule 6 









									
	Canada	  	2,726,729	  	10/05/2009	 	Theodore C. Tanner, Jr.; Matthew Aldridge; Gregory Jorstad	  	Systems and methods for automatic creation of agent-based systems
					
	Canada	  	2,806,461	  	08/08/2011	 	Theodore C. Tanner, Jr.; Amit Jain	  	Systems and methods for secure agent information
					
	Canada	  	2,868,317	  	02/14/2013	 	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls
					
	Canada	  	2,855,191	  	10/22/2012	 	William B. Gilbert	  	Systems and methods for dynamic service integration
					
	Canada	  	2,829,194	  	02/24/2012	 	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks
					
	China	  	201280055871.2	  	10/22/2012	 	William B. Gilbert	  	Systems and methods for dynamic service integration
					
	China	  	201380020635.1	  	02/14/2013	 	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls
					
	Europe	  	09818612.5	  	10/05/2009	 	Theodore C. Tanner, Jr.; Matthew Aldridge; Gregory Jorstad	  	Systems and methods for automatic creation of agent-based systems
					
	Europe	  	11816869.0	  	08/08/2011	 	Theodore C. Tanner, Jr.; Amit Jain	  	Systems and methods for secure agent information
					
	Europe	  	12785376.0	  	02/24/2012	 	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks
					
	Europe	  	12849965.4	  	10/22/2012	 	William B. Gilbert	  	Systems and methods for dynamic service integration
					
	Europe	  	13777746.0	  	02/14/2013	 	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls
					
	Hong Kong	  	See Chinese Patent No. ZL200980126895.0 above	  	[                    ]	 	Theodore C. Tanner, Jr.; Matthew Aldridge; Gregory Jorstad	  	Systems and methods for automatic creation of agent-based systems
					
	Hong Kong	  	14103513.6	  	02/24/2012	 	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks
					
	Hong Kong	  	15101068.8	  	02/14/2013	 	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls
					
	India	  	984/DELNP/2013	  	08/08/2011	 	Theodore C. Tanner, Jr.; Amit Jain	  	Systems and methods for secure agent information
					
	India	  	7410/CHENP/2013	  	02/24/2012	 	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks
					
	India	  	2117/CHENP/2014	  	10/22/2012	 	William B. Gilbert	  	Systems and methods for dynamic service integration


  
 Schedule 6 









									
	 India
	  	8112/DELNP/2014	  	02/14/2013	  	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls
					
	 Japan
	  	2014-542317	  	10/22/2012	  	William B. Gilbert	  	Systems and methods for dynamic service integration
					
	 Japan
	  	2015-506985	  	02/14/2013	  	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls
					
	 Taiwan
	  	101142364	  	11/14/2012	  	William B. Gilbert	  	Systems and methods for dynamic service integration
					
	 Taiwan
	  	102113431	  	04/16/2013	  	Jason Shaun McDonald	  	System and method for enabling the styling and adornment of multiple, disparate web pages through remote method calls
					
	 Taiwan
	  	104122891	  	07/15/2015	  	Michael Rosier	  	Systems and methods for correlating derived metrics for system activity
					
	 Taiwan
	  	104129322	  	09/04/2015	  	Adam Wagner	  	Systems and methods for a metadata driven user interface framework
					
	 Taiwan
	  	104128936	  	09/02/2015	  	Michael Rosier	  	System and method for dynamically intercepting and adjusting persistence behaviors via runtime configuration
					
	 Taiwan
	  	104128937	  	09/02/2015	  	Michael Rosier	  	Systems and methods for classifying and analyzing runtime events
					
	 South Korea
	  	10/2013/7029824	  	02/24/2012	  	Jeremy D. Martin	  	Registration and execution of highly concurrent processing tasks
					
	 South Korea
	  	10/2014/7012950	  	10/22/2012	  	William B. Gilbert	  	Systems and methods for dynamic service integration

 Issued Patents and Pending Patent Applications Licensed to Benefitfocus.com, Inc. 

NONE 
 Issued Patents of
BenefitStore, Inc. 
 NONE 

Pending Patent Applications of BenefitStore, Inc. 

NONE 
 Issued Patents and
Pending Patent Applications Licensed to BenefitStore, Inc. 
 NONE 

  
 Schedule 6 








 RIGHTS OF THE GRANTORS RELATING TO TRADEMARKS 

Registered Trademarks of Benefitfocus, Inc. 

NONE 
 Pending Trademark
Applications of Benefitfocus, Inc. 
 NONE 

Registered Trademarks and Pending Trademark Applications Licensed to Benefitfocus, Inc. 

NONE 
 Registered Trademarks of
Benefitfocus.com, Inc. 
  

											
	 Jurisdiction
	  	 Registration

No.
	  	Registration
Date	 	Filing Date	 	 Registered Owner
	  	 Mark

	 United States
	  	4649999	  	12/02/2014	 	07/22/2013	 	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	 United States
	  	4565511	  	07/08/2014	 	07/22/2013	 	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	 United States
	  	4527136	  	05/06/2014	 	07/19/2013	 	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
						
	 United States
	  	4261142	  	12/18/2012	 	04/30/2012	 	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
						
	 United States
	  	4261146	  	12/18/2012	 	04/30/2012	 	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	 United States
	  	4111384	  	03/13/2012	 	06/30/2011	 	Benefitfocus.com, Inc.	  	SHOP ENROLL MANAGE EXCHANGE
						
	 United States
	  	4102028	  	02/21/2012	 	06/30/2011	 	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. ONE PLACE.
						
	 [United States]
	  	[3826875]	  	[08/03/2010]	 	[12/12/2008]	 	[Benefitfocus.com, Inc.]	  	[ICYOU]
						
	 United States
	  	3578457	  	02/24/2009	 	05/16/2007	 	Benefitfocus.com, Inc.	  	




						
	 United States
	  	2496059	  	10/09/2001	 	08/04/2000	 	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	 United States
	  	4758876	  	06/23/2015	 	07/21/2014	 	Benefitfocus.com, Inc.	  	ONE PLACE
						
	 Australia
	  	 International Reg. No. 1106495

Trademark No. 1476309
	  	12/30/2011	 	12/30/2011	 	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	 Australia
	  	 International Reg. No. 1142954

Trademark No. 1534903
	  	10/22/2012	 	10/22/2012	 	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
						
	 Australia
	  	 International Reg. 1138700

Trademark No. 1531065
	  	10/22/2012	 	10/22/2012	 	Benefitfocus.com, Inc.	  	HR INTOUCH


  
 Schedule 6 









											
	Australia	  	 International Reg. 1181498

Trademark No. 1591173
	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	Australia	  	 International Reg. 1191605

Trademark No. 1605589
	  	12/31/2013	  	12/31/2013	  	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
						
	Australia	  	 International Reg. No. 1182012

Trademark No. 1591274
	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	Canada	  	TMA855701	  	07/19/2013	  	01/31/2012	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	Canada	  	TMA867347	  	12/16/2013	  	10/30/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	Canada	  	TMA867346	  	12/16/2013	  	10/29/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
						
	Canada	  	TMA911121	  	08/13/2015	  	12/19/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	Canada	  	TMA911122	  	08/13/2015	  	12/19/2013	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	China	  	14158487	  	04/21/2015	  	03/12/2014	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	China	  	14158486	  	04/21/2015	  	03/12/2014	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	India	  	International Reg. No. 1191605	  	12/31/2013	  	12/31/2013	  	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
						
	India	  	International Reg. No. 1182012	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	India	  	International Reg. No. 1181498	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	Ireland	  	International Reg. No. 1106495	  	12/30/2011	  	12/30/2011	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	Ireland	  	International Reg. No. 1138700	  	10/22/2012	  	10/22/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	Ireland	  	International Reg. No. 1181498	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	Ireland	  	International Reg. No. 1142954	  	10/22/2012	  	10/22/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
						
	Ireland	  	International Reg. No. 1182012	  	10/01/2013	  	10/1/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	Israel	  	International Reg. No. 1106495	  	12/30/2011	  	12/30/2011	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	Israel	  	International Reg. No. 1182012	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS


  
 Schedule 6 









											
	Israel	  	International Reg. No. 1191605	  	12/31/2013	  	12/31/2013	  	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
						
	New Zealand	  	International Reg. No. 1191605	  	12/31/2013	  	12/31/2013	  	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
						
	New Zealand	  	International Reg. No. 1182012	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	New Zealand	  	International Reg. No. 1181498	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	New Zealand	  	967599	  	04/24/2013	  	10/23/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	New Zealand	  	967600	  	04/24/2013	  	10/23/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
						
	South Africa	  	2012/28642	  	03/13/2015	  	10/23/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	South Africa	  	2013/27350	  	09/28/2015	  	10/02/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	South Africa	  	2013/27351	  	09/28/2015	  	10/02/2013	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	South Africa	  	2014/00310	  	07/30/2015	  	01/07/2014	  	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
						
	United Kingdom	  	International Reg. No. 1142954	  	10/22/2012	  	10/22/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
						
	United Kingdom	  	International Reg. No. 1138700	  	10/22/2012	  	10/22/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	United Kingdom	  	International Reg. No. 1106495	  	12/30/2011	  	12/30/2011	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	United Kingdom	  	International Reg. No. 1181498	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	United Kingdom	  	International Reg. No. 1191605	  	12/31/2013	  	12/31/2013	  	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
						
	United Kingdom	  	International Reg. No. 1182012	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	World Intellectual Property Organization	  	International Reg. No. 1142954	  	10/22/2012	  	10/22/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
						
	World Intellectual Property Organization	  	International Reg. No. 1138700	  	10/22/2012	  	10/22/2012	  	Benefitfocus.com, Inc.	  	HR INTOUCH
						
	World Intellectual Property Organization	  	International Reg. No. 1106495	  	12/30/2011	  	12/30/2011	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	World Intellectual Property Organization	  	International Reg. No. 1191605	  	12/31/2013	  	12/31/2013	  	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
						
	World Intellectual Property Organization	  	International Reg. No. 1182012	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	BENEFITFOCUS
						
	World Intellectual Property Organization	  	International Reg. No. 1181498	  	10/01/2013	  	10/01/2013	  	Benefitfocus.com, Inc.	  	HR INTOUCH


  
 Schedule 6 








 Pending Trademark Applications of Benefitfocus.com, Inc. 

 

									
	 Jurisdiction
	  	Application No.	    	Filing Date	    	 Applicant
	  	 Mark

	United States	  	86/923,373	    	02/29/2016	    	Benefitfocus.com, Inc.	  	BENEFITFOCUS
					
	Canada	  	1660145	    	01/17/2014	    	Benefitfocus.com, Inc.	  	ALL YOUR BENEFITS. IN YOUR POCKET.
					
	Canada	  	1797920	    	08/29/2016	    	Benefitfocus.com, Inc.	  	BENEFITFOCUS
					
	India	  	2419567	    	10/30/2012	    	Benefitfocus.com, Inc.	  	HR INTOUCH
					
	India	  	2419568	    	10/30/2012	    	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
					
	South Africa	  	2012/28643	    	10/23/2012	    	Benefitfocus.com, Inc.	  	HR INTOUCH MARKETPLACE
					
	South Africa	  	2016/24461	    	08/29/2016	    	Benefitfocus.com, Inc.	  	BENEFITFOCUS
					
	South Africa	  	2016/24462	    	08/29/2016	    	Benefitfocus.com, Inc.	  	BENEFITFOCUS
					
	World Intellectual Property Organization	  	A0061183	    	08/29/2016	    	Benefitfocus.com, Inc.	  	BENEFITFOCUS

 Registered Trademarks and Pending Trademark Applications Licensed to Benefitfocus.com, Inc. 

NONE 
 Registered Trademarks of
BenefitStore, Inc. 
 NONE 

Pending Trademark Applications of BenefitStore, Inc. 

NONE 
 Registered Trademarks
and Pending Trademark Applications Licensed to BenefitStore, Inc. 
 NONE 

  
 Schedule 6 








 RIGHTS OF THE GRANTORS RELATING TO COPYRIGHTS 

Registered Copyrights of Benefitfocus, Inc. 

NONE 
 Pending Copyright
Applications of Benefitfocus, Inc. 
 NONE 

Registered Copyrights and Pending Copyright Applications Licensed to Benefitfocus, Inc. 

NONE 
 Registered Copyrights of
Benefitfocus.com, Inc. 
  

							
	 Jurisdiction
	  	Registration No.	  	Registration Date	  	 Work of Authorship

	 United States
	  	TX0006032200	  	11/14/2001	  	Benefit focus online enrollment and data exchange service application.
				
	 United States
	  	TX0006032199	  	11/14/2001	  	Benefit focus online enrollment and data exchange services application version 1.14.
				
	 United States
	  	V9921D265	  	02/25/2015	  	Benefit focus online enrollment and data exchange service application & 1 other title.

 Pending Copyright Applications of Benefitfocus.com, Inc. 

NONE 
 Registered Copyrights
and Pending Copyright Applications Licensed to Benefitfocus.com, Inc. 
 NONE 

Registered Copyrights of BenefitStore, Inc. 

NONE 
 Pending Copyright
Applications of BenefitStore, Inc. 
 NONE 

Registered Copyrights and Pending Copyright Applications Licensed to BenefitStore, Inc. 

NONE 
 OTHER LICENSE RIGHTS
RELATING TO INTELLECTUAL PROPERTY 
  

	1.	Benefitfocus.com, Inc. grants licenses in the ordinary course for the use of its software to its customers pursuant to Terms of Use, Master Services Agreements and related Software License and Service Agreements.



  
 Schedule 6 









	2.	Benefitfocus.com, Inc. licenses certain Intellectual Property rights from Oracle America, Inc. pursuant to that Ordering Document, effective November 22, 2013, by and between Arrow Enterprise Computing Solutions
Inc., CDW Logistics, Inc., Oracle America, Inc. and Benefitfocus.com, Inc. (incorporating by reference the Oracle Master Agreement, US-OMA-68046). 

  

	3.	Benefitfocus.com, Inc. licenses certain Intellectual Property rights from John Hopkins University pursuant to that ACG Consultant Production License and Professional Services Agreement, dated May 2, 2011.



  
 Schedule 6 








 EXHIBIT B 

FORM OF COMPLIANCE CERTIFICATE 

BENEFITFOCUS, INC. 

BENEFITFOCUS.COM, INC. 

BENEFITSTORE, INC. 

Date:              , 20     

1. This Compliance Certificate is delivered pursuant to Section 6.2(b) of that certain Credit Agreement, dated as of February 20, 2015, by
and among BENEFITFOCUS, INC., a Delaware corporation (“Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina
corporation (“BenefitStore”, and together with Parent and Benefitfocus.com, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks and other
financial institutions or entities from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline
Lender, SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and COMERICA BANK, as documentation agent
(in such capacity, the “Documentation Agent”) (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 2.
The undersigned, a duly authorized and acting Responsible Officer of Parent, hereby certifies, in his/her capacity as an officer of Parent, and not in any personal capacity, as follows: 

3. I have reviewed and am familiar with the contents of this Compliance Certificate. 

4. I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made, or caused to be made under my supervision, a
review in reasonable detail of the transactions and condition of Parent and its Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial
Statements”). Except as set forth on Attachment 2, such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence as of the
date of this Compliance Certificate, of any condition or event which constitutes a Default or an Event of Default. 
 5. Attached hereto as
Attachment 3 are the computations showing compliance with the covenants set forth in Section 7.1 of the Credit Agreement. 

6. [To the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any
Loan Party.] 
 7. [To the extent not previously disclosed to the Administrative Agent, a list of any material patents, registered
trademarks or registered copyrights issued to or acquired by any Loan Party since [the Closing Date][the date of the most recent report delivered].] 

[Remainder of page intentionally left blank; signature page follows] 

  
 Exhibit B 








 IN WITNESS WHEREOF, I have executed this Compliance Certificate as of the date first written
above. 
  

			
	PARENT, for itself and on behalf of each other Borrower:
	
	BENEFITFOCUS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Exhibit B 








 Attachment 1 

to Compliance Certificate 
 [Attach
Financial Statements] 

  
 Attachment 1 to
Compliance Certificate 








 Attachment 2 

to Compliance Certificate 
 Except
as set forth below, no Default or Event of Default has occurred. [If a Default or Event of Default has occurred, the following describes the nature of the Default or Event of Default in reasonable detail and the steps, if any, being taken or
contemplated by the Borrowers to be taken on account thereof.] 

  
 Attachment 2 to
Compliance Certificate 








 Attachment 3 

to Compliance Certificate 

Preliminary Note to Compliance Certificate Calculations 

The information described herein is as of [            ],
[        ] (the “Statement Date”), and pertains to the subject period described below. 
  

	(a)	Minimum Liquidity. 

 Required: Not permit Liquidity at any time, as tested on the last day of each month,
to be less than $45,000,000. 
 Actual: 
  

					
	A.	  	The Available Revolving Commitment as of the Statement Date	  	$            
			
	B.	  	The aggregate amount of unrestricted cash and Cash Equivalents (including short term marketable securities) held by the Borrowers and the Guarantors in Deposit Accounts or Securities Accounts maintained with SVB or SVB’s
Affiliates or another Lender or an Affiliate thereof, or with National Bank of South Carolina (“NBSC”, provided that the aggregate amounts held in deposit accounts with NBSC shall not exceed $6,500,000 at any time), and in
each case subject to a first priority lien in favor of the Administrative Agent, including, without limitation, pursuant to a Deposit Account Control Agreement with respect to each such Deposit Account or Securities Account Control Agreement with
respect to each such Securities Account; provided that, in connection with any calculation of Liquidity required hereunder, at least $30,000,000 must consist of unrestricted cash and Cash Equivalents (including short term marketable
securities) satisfying the requirements of clause (i) above.	  	$            
			
	C.	  	MINIMUM LIQUIDITY (the sum of line A plus line B)	  	$            

 Does line C consist of not less than $30,000,000 of unrestricted cash? 

 

			
	             No, not in Compliance	  	             Yes, in Compliance
		
	Is line C equal to or greater than $45,000,000?	  	
		
	             No, not in Compliance	  	             Yes, in Compliance


  
 Attachment 3 to
Compliance Certificate 









	(b)	Minimum Consolidated EBITDA. 

 Required: Permit Consolidated EBITDA for any quarter specified below, as
calculated on a trailing six (6) months basis, to be less than the correlative amount specified below: 
  

					
	 Quarter Ending
	  	Minimum Consolidated EBITDA	 
	 March 31, 2015
	  	($	22,500,000	) 
	 June 30, 2015
	  	($	22,500,000	) 
	 September 30, 2015
	  	($	22,500,000	) 
	 December 31, 2015
	  	($	16,500,000	) 
	 March 31, 2016
	  	($	14,000,000	) 
	 June 30, 2016
	  	($	13,000,000	) 
	 September 30, 2016
	  	$	[*	] 
	 December 31, 2016
	  	$	[*	] 
	 March 31, 2017
	  	$	[*	] 
	 June 30, 2017
	  	$	[*	] 
	 September 30, 2017
	  	$	[*	] 
	 December 31, 2017
	  	$	[*	] 
	 March 31, 2018
	  	$	[*	] 
	 June 30, 2018
	  	$	[*	] 
	 September 30, 2018
	  	$	[*	] 
	 December 31, 2018
	  	$	[*	] 
	 March 31, 2019
	  	$	[*	] 
	 June 30, 2019
	  	$	[*	] 
	 September 30, 2019
	  	$	[*	] 
	 December 31, 2019
	  	$	[*	] 

 Attachment 3 to Compliance Certificate 

 

	[*]	Confidential treatment requested; certain information omitted and filed separately with the SEC. 


  








 Actual: All amounts measured on a trailing six month basis: 

 

					
	A.	  	Consolidated Net Income	  	$            
			
	B.	  	Consolidated Interest Expense	  	$            
			
	C.	  	Provisions for taxes based on income	  	$            
			
	D.	  	Total depreciation and amortization expense	  	$            
			
	E.	  	Non-cash compensation expense	  	$            
			
	F.	  	The fees, costs and expenses incurred in connection with the Credit Agreement and the other Loan Documents and the transactions thereunder	  	$            
			
	G.	  	Reasonable one-time fees, costs and expenses incurred in connection with a Permitted Acquisition or a successful offering or issuance of Capital Stock, in each case to the extent approved in writing by the Administrative Agent as
an ‘add-back’ to Consolidated EBITDA	  	$            
			
	H.	  	Other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for
potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period) approved by the Administrative Agent in writing as an ‘add back’ to Consolidated EBITDA	  	$            
			
	I.	  	any extraordinary or non-recurring losses, expenses or charges not to exceed $1,000,000 in the aggregate in any fiscal year (or such higher amounts as may be approved by the Required Lenders as an ‘add-back’ to
Consolidated EBITDA)	  	$            
			
	J.	  	The Sum of lines A through I	  	$            
			
	K.	  	Other non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of
an accrual or reserve for potential cash item in any prior period)	  	$            
			
	L.	  	Interest Income	  	$            
			
	M.	  	The Sum of lines K and L	  	$            
			
	N.	  	CONSOLIDATED EBITDA (line J minus line M)	  	$            

 Is Line N equal to or greater than $[        ]? 

 

			
	              No, not in
Compliance
	  	             Yes, in Compliance


  
 Attachment 3 to
Compliance Certificate