EX-10.10



 Exhibit 10.10 

Execution Version 
 THIRD
AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 
 This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), is made effective as of February 1, 2016 (the “Third Amendment Date”), by and among PRESIDIO NETWORKED SOLUTIONS GROUP, LLC, a Delaware limited liability company, formerly known as INX LLC,
a Delaware limited liability company, having its chief executive office located at 1955 Lakeway Drive, Suite 200, Lewisville, TX 75057 (“Presidio Networked Solutions”), PRESIDIO INFRASTRUCTURE SOLUTIONS, LLC, a Delaware
limited liability company (“Presidio Infrastructure” and, together with Presidio Networked Solutions, each a “Reseller” and collectively, the “Resellers”), and CASTLE PINES CAPITAL LLC, a
Delaware limited liability company, having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112 (“CPC”). Capitalized terms not defined herein have the meanings given to them in the
Credit Agreement (as defined herein). 
 W I T N E S S E T H : 

WHEREAS, CPC and Presidio Networked Solutions are parties to that certain Third Amended and Restated Credit Agreement dated as of
February 28, 2014, as amended and supplemented prior to the date hereof, the “Existing Credit Agreement” and together with the amendment referred to herein, and as may further be amended, modified or amended and restated from
time to time, the “Credit Agreement”); and 
 WHEREAS, Bluewater Communications Group LLC a New York limited
liability company, having its chief executive office located at 110 Parkway Drive South, Suite A, Hauppauge, New York 11788, formerly a separate Reseller, party to the Existing Credit Agreement, was merged into Presidio Networked Solutions with
Presidio Networked Solutions as the surviving company; and 
 WHEREAS, Presidio Infrastructure desires to join the Credit Agreement
as a Reseller and become party to all the benefits and assume all obligations in connection therewith; and 
 WHEREAS, Presidio
Networked Solutions desires to amend the Existing Credit Agreement to add Presidio Infrastructure as a Reseller and to make certain other amendments to the Credit Agreement as more particularly set forth below; and 

WHEREAS, Section 24 of the Existing Credit Agreement provides that no amendment of any provision of the Existing Credit Agreement
shall be effective unless it is in writing and signed by CPC and the Resellers. 
 NOW, THEREFORE, in consideration of the premises,
the parties hereto hereby agree as follows: 
 SECTION ONE – Joinder. The undersigned Presidio Infrastructure hereby
acknowledges that it has received and reviewed a copy of the Existing Credit Agreement, and hereby: 
 (a) acknowledges and agrees to join
the Credit Agreement as an additional party, and together with Presidio Networked Solutions under the terms of the Credit Agreement shall be collectively referred to as Resellers and individually as a Reseller (with the same effect as if initially
named therein), as indicated with its signature below; 
 (b) acknowledges and agrees to be bound by all covenants, agreements, terms,
conditions and acknowledgements attributable to Resellers in the Credit Agreement; 
 (c) acknowledges and agrees to perform all obligations
and duties required of it by the Credit Agreement as a Reseller; and 
 (d) appoints Presidio Networked Solutions as “Reseller
Agent” in conformance with the provisions of Section 2(a) of the Credit Agreement. 







 SECTION TWO - Amendments. Pursuant to Section 24 of the Existing Credit Agreement and
effective in accordance with Section Three hereof, the parties hereby agree to the following: 
 A. Clause (a) of Section 4
of the Existing Credit Agreement is amended by deleting the existing clause(a) and inserting the following in lieu thereof: 
 “Each
Reseller is in good standing in the State of Delaware;”. 
 B. Sub-clause (7) of Section 5(b) of the Existing Credit
Agreement is amended by deleting the existing sub-clause (7) and inserting the following in lieu thereof: 
 “(7) execute all
documents, agreements and instruments and take all such further actions CPC requests (i) to perfect and maintain CPC’s security interest in the Collateral, including (i) executing of Deposit Account Control Agreements and Lock Box
Account Agreements as required by clause (c) of this Section 5, and/or (ii) amending the Deposit Account Control Agreement that is in existence as of the date of the Third Amendment to reflect the addition of Presidio
Infrastructure.” 
 C. Clause (a)(iii) of Section 5 of the Existing Credit Agreement is amended and restated to read as
follows: “Liens granted to the secured parties under each of the Presidio Credit Agreement and the SSIG Credit Agreement (the “Presidio/SSIG Credit Agreement Liens”), provided, that the Lien of CPC with respect to Financed
Inventory, Proceeds and Products thereof shall have a first priority position over the Presidio/SSIG Credit Agreement Liens, and the Presidio/SSIG Credit Agreement Liens shall also be subject to an intercreditor agreement in form and substance
reasonably satisfactory to CPC; and”, and renumber the existing clause “(xi)” as “(xii)”. 
 D. Clause
(d)(v) of Section 5 of the Existing Credit Agreement is amended and restated to read as follows: “dispositions not otherwise permitted under this clause (d) provided that at the time of such disposition, no Material Adverse Effect or
Default exists or would reasonably be expected to result from such disposition;” 
 E. Clause (a) of Section 7 of the
Existing Credit Agreement, is amended by deleting the existing clause (a), and inserting the following in lieu thereof: 
 “(a) within
120 days after the close of each of its fiscal years, a copy of the annual audited consolidated financial statements as required to be delivered pursuant to Section 5.04(a) of the Presidio Credit Agreement (as in effect on the date hereof),
together with a true and accurate copy of any management letter delivered by such accountants in accordance with the Presidio Credit Agreement;” 

F. Clause (c) of Section 7 of the Existing Credit Agreement is amended by deleting the existing clause (c), and inserting the
following in lieu thereof: 
 “within 120 days after the close of each fiscal year, a copy of (i) the budget for the next
succeeding fiscal year as required to be delivered pursuant to Section 5.04(e) of the Presidio Credit Agreement (as in effect on the date hereof), and (ii) each Reseller’s budget for the next succeeding year;” 

G. Clause (d) of Section 7 of the Existing Credit Agreement is amended by deleting the existing clause (d), and inserting the
following in lieu thereof: 
 “within the time period set forth therein, a copy of the unaudited financial statements as required to be
delivered pursuant to Section 5.04(b) of the Presidio Credit Agreement (as in effect on the date hereof), together with the certificate required to be delivered pursuant to Section 5.04(c) of the Presidio Credit Agreement;” 

H. Clause (b) of Section 11 of the Existing Credit Agreement is amended by deleting the existing clause (b), and inserting
the following in lieu thereof: 
 “any (i) representation or warranty made to CPC by either Reseller, or by any Guarantor shall
not be true when made (x) in the case of the representations and warranties qualified as to materiality, in all respects, and (y) in the case of any such representation or warranty that expressly relates to a prior date, in which case such
representation or warranty shall be so true and correct on and as of such prior date, or (ii) if, either Reseller or any Guarantor shall breach the covenant contained in (x) Section 5(b)(8), 5(d), 5(e) and 5(f); or (y) in any
other covenant contained in any Document and in each case such Default shall continue unremedied for a period of 30 days;” 

  
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 I. Clause (g) of Section 11 of the Existing Credit Agreement is amended by
deleting the existing clause (g), and inserting the following in lieu thereof: 
 “an attachment, sale or seizure shall be issued or
shall be executed against any assets of either Reseller or of any Guarantor where the value of any asset individually, or of such assets in the aggregate, exceeds $50,000,000;” 

J. Clause (k) of Section 11 of the Existing Credit Agreement is amended by deleting the existing clause (k), and inserting
the following in lieu thereof: 
 “either Reseller defaults on any agreement for borrowed money between a Reseller and Presidio with a
principal balance of more than $50,000,000;” 
 K. Clause (l) of Section 11 of the Existing Credit Agreement is
amended by deleting the existing clause (l), and inserting the following in lieu thereof: 
 “except for debt arising under the terms
of the Presidio Credit Agreement and the SSIG Credit Agreement, any debt for borrowed money of, or guaranteed by either Reseller or any Guarantor with a principal balance of more than $50,000,000 shall become due by acceleration by reason of a
default;” 
 L. Clause (b)(ii) of Section 17 of the Existing Credit Agreement is amended by deleting the existing clause (b)(ii),
and inserting the following in lieu thereof: 
 “at any time by at least 90 days prior written notice by CPC to Reseller Agent,
provided further, however, that where Reseller Agent requests further time be provided within the 90 day notice period CPC may agree to an extension of 30 more days”. 

M. Section 25 of the Existing Credit Agreement is amended by: 

(i) inserting the definition “Presidio/SSIG Credit Agreement Liens” in the appropriate alphabetical sequence, as follows:

 “Presidio/SSIG Credit Agreement Liens has the meaning set forth in Section 5(a)(xi.” 

(ii) inserting the definition, “Third Amendment” in the appropriate alphabetical sequence, as follows: 

“Third Amendment means that certain Third Amendment to Third Amended and Restated Credit Agreement effective as of
            , 2016, among Resellers and CPC.” 
 (iii) inserting the
definition, “SSIG Credit Agreement” in the appropriate alphabetical sequence, as follows: 
 “‘SSIG Credit
Agreement means that certain Credit Agreement dated as of [January     , 2016], among the Resellers, the borrowers party thereto from time to time, the lenders party thereto from time to time and Special Situations
Investing Group, Inc., in its capacity as administrative agent for the lenders, as amended, restated, modified, supplemented, replaced or refinanced from time to time.” 

  
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 N. Exhibit A is hereby amended and restated to read as follows: 

EXHIBIT A 
 TRADE
NAME(S)/TRADE STYLES OF RESELLER 
 COLLATERAL LOCATIONS 
  


									
	 	  	 Location Address
	  	 Disclose whether

location is

owned/leased or
 a
warehouse
	  	 If leased, disclose name and

address of property owner or

landlord:
	  	 If warehoused,

disclose name and

address of

warehouseman

	1	  	 110 Parkway Drive South
 Hauppauge, NY 11788

Suffolk County
	  	Leased	  	 4C Realty LLC
 6 Mallard Drive

Huntington, NY 11743
	  	n/a
					
	2	  	 111 Wood Ave.
 South Iselin, NJ

Middlesex County
	  	Leased	  	 Metro Top Plaza Associates
 c/o Atlantic Realty
Development Corporation
 90 Woodbridge Center Drive

Woodbridge, NJ 07095
	  	n/a
					
	3	  	 30 Stanford Drive
 Farmington, CT

Hartford County
	  	Leased	  	 Lexham Farmington I, LLC
 c/o Grubb & Ellis
Management Services, Inc.
 1177 Avenue of the Americas
 New
York, NY 10036
	  	n/a
					
	4	  	 One Penn Plaza
 New York, NY

New York County
	  	Leased	  	 One Penn Plaza LLC
 c/o Vornado Office
Management
 888 Seventh Avenue
 New York, NY 10019
	  	n/a
					
	5	  	 40 Oser Avenue
 Suite 9

Hauppauge, NY 11788
 Suffolk County
	  	Leased	  	 REP A-2027, LLC
 c/o Rechler Equity

85 South Service Road
 Plainview, NY 11803
	  	n/a
					
	6	  	 One Penn Plaza
 New York, NY

New York County
	  	Leased	  	 One Penn Plaza LLC
 c/o Vornado Office
Management
 888 Seventh Avenue
 New York,
NY 10019
	  	n/a
					
	7	  	 1955 Lakeway Drive
 Suite 220

Lewisville, Texas 75057
 Denton County
	  	Leased	  	 Faucett Neeley
 FN Waters Ridge LT

199 Figueroa
 Ventura, CA 93001
	  	n/a


  
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	8	  	 (DataSite Orlando)
 9701 S. John Young
Parkway
 Orlando, Florida 32819
 Orange County
	  	Short Term Lease	  	 JYP Orlando, L.L.C. (d/b/a DataSite Orlando)

c/o BURGES property + Company
 2658 Del Mar Heights Road #558

Del Mar, CA 92014
	  	n/a
					
	9	  	 (KFS)
 186 Intermodal Parkway

Fort Worth, Texas 76177
 Tarrant County
	  	Leased	  	 Exeter 186 Intermodal, L.P.
 140 W. Germantown
Pike, Suite 150
 Plymouth Meeting, PA 19462
	  	n/a
					
	10	  	6355 East Paris Ave. Caledonia, MI 49316	  	Leased	  	 Engen Properties
 6355 East Paris Ave SE,
Caledonia, MI 49316
	  	n/a
					
	11	  	 48325 Alpha Drive
 Suite 150

Wixom, MI 48393
	  	Leased	  	Midelem Companies 36400 Woodward Ave., Ste. 118 , Bloomfield Hills, MI 48304	  	n/a
					
	12	  	 20 N. Saint Clair
 Toledo, OH 43604
	  	Leased	  	 MMK Properties Ltd
 One SeaGate, 26th Floor,
Toledo, OH 43604
	  	n/a
					
	13	  	 12272 Hancock St
 Carmel, IN 46032
	  	Leased	  	 Hendricks Commercial Properties, LLC
 525 Third
Street, Suite 300 Beloit, WI 53511
	  	n/a
					
	14	  	 401 SW Water Street
 Suite 601

Peoria, IL 61602
	  	Leased	  	 Iron Front, LLC
 PO Box 5605

Peoria, IL 61601
	  	n/a
					
	15	  	 5025 Bradenton Ave
 Suite B

Dublin, OH 43017
	  	Leased	  	 Paradigm Properties of Ohio
 2600 Corp Exchange
Drive #175
 Columbus, OH 43231
	  	n/a
					
	16	  	 600 Cranberry Woods Dr
 Ste 150

Cranberry Township, PA 16066
	  	Leased	  	 McKnight Cranberry V, LP
 310 Grant St#2400

Pittsburgh, PA 15219
	  	n/a
					
	17	  	 8215 Greenway Blvd
 Ste 160

Middleton, WI 53562
	  	Leased	  	 St Johns Properties
 PO Box 62705.

Baltimore, MD 21264-2705
	  	n/a


  
 5 









									
					
	18	  	 N17W24222 Riverwood Dr
 Ste 290

Waukesha, WI 53188
	  	Leased	  	 Riverwood CW LLC
 NAS Riverwood AS Inc., Bldg
ID: FEW001, PO Box 844764, Los Angeles, CA 90084-4764
	  	n/a
					
	19	  	 5100 River Road
 Suite 410

Schiller Park, IL 60176
	  	Leased	  	 CRP-3 5100 River Road, LLC
 5100 River Road
Lockbox, 25371 Network Place, Chicago, IL 60673-1523 Attn: Allyson Massengill
	  	n/a
					
	20	  	 8845 Governors Hill Dr
 Suite 205

Cincinnati, OH 45249
	  	Leased	  	 Cushman & Wakefield aaf New York Life
 c/o
General Post Office PO Box 9334, NY.NY 10087-9334,
 Attn: Rebecca Rettenmaier
	  	n/a

 SECTION THREE – Conditions to Effectiveness. This Amendment shall be effective as of the First
Amendment Date provided: 
 A. CPC has received counterparts of this Amendment executed by the Resellers; 

B. No event shall have occurred since December 31, 2014, which has had a Material Adverse Effect; and 

C. CPC has received such other certificates, resolutions, agreements, documents and information as requested by CPC and its counsel not
less than two (2) Business Days prior to the Third Amendment Date. 
 In addition, the effectiveness of this Amendment is conditioned upon the
continuing accuracy of the representations and warranties set forth in Section Four hereof. 
 SECTION FOUR – Representations and
Warranties. The Resellers hereby represent and warrant to CPC as follows: 
 A. Recitals. The Recitals are true and
correct in all respects. 
 B. Organizational Power; Authorization. Each Reseller has the organizational power, and has been
duly authorized by all requisite organizational action, to execute and deliver this Amendment and all other agreements contemplated herein and to perform its respective obligations hereunder. 

C. Enforceability. This Amendment is the legal, valid and binding obligation of the Resellers, enforceable against the Resellers
in accordance with its respective terms, except to the extent that the enforceability thereof against such Resellers may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or
by equitable principles of general application. 
 D. Representations and Warranties. All of the representations and
warranties in the Credit Agreement as amended hereby, are true and complete in all material respects on and as of the date hereof as if made on the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty is true and correct in all material respects as of such specific date). 
 E.
Obligations Absolute. The obligations of the Resellers under this Amendment and the Credit Agreement as amended, are absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defense of any nature
whatsoever to payment of said obligations. 

  
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 SECTION FIVE – Miscellaneous. The Resellers waive notice of CPC’s
acceptance of this amendment. All other terms and provisions of the Existing Credit Agreement, to the extent not inconsistent with the foregoing, are ratified and remain unchanged and in full force and effect. 

SECTION SIX – Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION SEVEN –
Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Colorado (without giving effect to any provisions thereof relating to conflicts of law). 

THIS AMENDMENT AND THE CREDIT AGREEMENT CONTAIN BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE WAIVER PROVISIONS. 

(Signature Page(s) to Follow) 

  
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 Execution Version 

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 first set above. 
  

			
	RESELLERS:
	
	PRESIDIO NETWORKED SOLUTIONS GROUP, LLC
		
	By:	 	 /s/ Paul D. Fletcher

	Name:	 	Paul D. Fletcher
	Title:	 	Executive Vice President and Chief Financial Officer, and Assistant Secretary
	
	PRESIDIO INFRASTRUCTURE SOLUTIONS, LLC
		
	By:	 	Presidio Networked Solutions Group, LLC as Sole member
		
	By:	 	 /s/ Paul D. Fletcher

	Name:	 	Paul D. Fletcher
	Title:	 	Executive Vice President and Chief Financial Officer, and Assistant Secretary


  

			
	ACKNOWLEDGED AND AGREED TO:
	
	CASTLE PINES CAPITAL LLC
		
	By:	 	 /s/ John Hanley

	Name:	 	John Hanley
	Title:	 	Executive Vice President


  
 Signature page to
Presidio Networked Solutions Group, LLC, Presidio Infrastructure Solutions, LLC, Third Amendment