AMENDMENT NO. 3 TO CREDIT AGREEMENT


 


Amendment No. 3,
dated as of April 6, 2012 (this “Amendment”), to the First Lien Credit Agreement, dated as of June 15,
2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among IntraLinks Holdings, Inc., a Delaware corporation (“Holdings”), IntraLinks, Inc., a Delaware corporation
(the “Company”), each lender from time to time party thereto (collectively, the “Lenders”
and individually, a “Lender”), Deutsche Bank Trust Company Americas, as administrative agent (in such capacity,
the “Administrative Agent”) and the other agents and arrangers named therein. Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.


 


W I T N E S S E T H:


 


WHEREAS, subsection
10.6(a) of the Credit Agreement permits the Company and the Requisite Lenders to enter into amendments to and waive any provision
of the Credit Agreement; and


 


WHEREAS, the Requisite Lenders and the Company
desire to amend the Credit Agreement on the terms set forth herein.


 


NOW, THEREFORE, in consideration of the promises
and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.Amendments


 


(a)Subsection 7.7 of the Credit
Agreement is hereby amended by, upon the consummation of the Qualifying IPO, changing the references to “$21,000,000”
appearing in the fifth, sixth, seventh and eighth rows of such table to “$35,000,000”.


 


(b)Subsection 7.4 of the Credit
Agreement shall be amended by (a) removing the “and” at the end of clause (vii) of such subsection, (b) replacing the
period at the end of clause (viii) of such subsection with “; and” and (c) adding a new clause (ix) to such subsection
which shall read in its entirety: “(ix) so long as no Event of Default or Potential Event of Default shall have occurred
and be continuing or would result therefrom, the Company may make Restricted Junior Payments to Holdings in an aggregate amount
not exceeding $15,000,000, which amount Holdings may use to make any Restricted Junior Payments.”.


 


Section
2.Conditions Precedent to the Effectiveness of this Amendment


 


This
Amendment shall become effective as of the date when, and only when, each of the following conditions precedent shall have been
(or are or will be substantially concurrently therewith) satisfied, as evidenced by written confirmation of satisfaction from the
Administrative Agent (the “Third Amendment Effective Date”):


 



    	 



    	 



    

(a)the Administrative Agent
shall have received this Amendment, duly executed by the Company, Holdings and a number of Lenders sufficient to constitute the
Requisite Lenders;


 


(b)the Company
shall have prepaid Term Loans in an aggregate principal amount of $15,000,000 pursuant to Section 2.4(B)(i) on the Third Amendment
Effective Date (the “Third Amendment Effective Date Prepayment”);


 


(c)the Administrative
Agent shall have received an Officer’s Certificate of the Company certifying that the representations and warranties in Section
4 shall be true and correct as of the Third Amendment Effective Date; and


 


(d)the Company shall have
paid all amounts under Section 5;


 


provided that the Third Amendment Effective Date shall not occur
unless the Company shall have delivered its signature page hereto no later than the first Business Day following receipt by the
Administrative Agent of the signature pages hereto by the Requisite Lenders.


 


Section
3.Waiver of Prepayment


 


(a)The Third Amendment Effective
Date Prepayment will be applied to the Lenders holding Term Loans on a pro rata basis; provided that each such Lender may
reject all (but not less than all) of its pro rata share of the Third Amendment Effective Date Prepayment if it had provided
written notice to the Administrative Agent of such rejection by no later than 5:00 p.m., New York City time, on the Business Day
prior to the Third Amendment Effective Date (any such rejected pro rata shares of the Third Amendment Effective Date Prepayment,
the “Rejected Prepayments”). Each Lender that did not reject its pro rata share of the Third Amendment Date
Prepayment is a “Non-Rejecting Lender”. The Rejected Prepayments (if any) will be allocated to the Non-Rejected
Lenders on a pro rata basis based on the principal amounts of their Term Loans outstanding; provided that if the Non-Rejecting
Lenders had Term Loans outstanding in a principal amount that is less than the aggregate Rejected Prepayments, the Borrower may
retain Rejected Prepayments and apply such Rejected Prepayments to any purpose not prohibited under the Credit Agreement. With
respect to the actions contemplated by this paragraph only, the Requisite Lenders hereby waive any provision of the Credit Agreement
that would prevent such actions. The foregoing shall in no way require or permit any Lender to reject any prepayment of any Loan
other than the Third Amendment Effective Date Prepayment. Notwithstanding anything contained in Section 2.4B(i) of the Credit Agreement,
notice of the Third Amendment Effective Date Prepayment may be given as late as 9 a.m., New York City time, on the Third Amendment
Effective Date.


 


Section
4.Representations and Warranties


 


On and as of the Third Amendment Effective
Date, the Company hereby represents and warrants to the Administrative Agent and each Lender as follows:


 


(a)The execution, delivery
and performance of this Amendment has been duly authorized by all necessary corporate, partnership or limited liability action
on the part of the Company. This Amendment is the legally valid and binding obligation of the Company, enforceable against such
Person in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;


 



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(b)the representations and
warranties contained in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects
(except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect”
shall be true and correct in all respects) on and as of the Third Amendment Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all material respects (except that any representation
and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct
in all respects) on and as of such earlier date; and


 


(c)no Default or Event of
Default shall have occurred and be continuing.


 


Section
5.Expenses


 


(a)On the Third Amendment Effective
Date, each Lender which shall have duly executed and delivered to the Company and the Administrative Agent this Amendment on or
prior to 5:00 p.m., New York City time, on April 5, 2012 shall be paid a fee by the Company equal to 0.10% (the “Fee Percentage”)
multiplied by the sum of the aggregate principal amount of outstanding Term Loans and the Revolving Loan Commitment (whether drawn
or undrawn) of such Lender as of the Third Amendment Effective Date as set forth on the Register maintained by the Administrative
Agent.


 


(b)The Company agrees to pay all
reasonable costs and expenses incurred by the Administrative Agent in connection with this Amendment (including the reasonable,
documented fees of Cahill Gordon & Reindel llp), whether or not the Third Amendment
Effective Date occurs.


 


Section
6.Reference to and Effect on the Loan Documents


 


(a)Except as specifically amended
above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force
and effect and are hereby ratified and confirmed.


 


(b)The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, Holdings, the Company
or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any other provision of any of the Loan
Documents or for any purpose.


 


(c)Each of the Loan Documents,
including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered
pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement
as amended hereby.


 



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(d)This Amendment is a Loan Document.
For the avoidance of doubt, the indemnification provisions set forth in subsection 10.3 of the Credit Agreement shall apply to
this Amendment.


 


Section
7.Execution in Counterparts


 


This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. Delivery of an executed counterpart by telecopy or other electronic transmission shall
be effective as delivery of a manually executed counterpart of this Amendment.


 


Section
8.Governing Law


 


THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.


 


Section
9.Headings


 


Section headings herein are included herein
for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.


 


Section
10.Notices


 


All communications and notices hereunder shall
be given as provided in the Credit Agreement.


 


Section
11.Severability


 


The illegality or unenforceability of any
provision of this Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality
or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder.


 


Section
12.Successors


 


The terms of this Amendment shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.


 



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Section
13.Waiver of Jury Trial


 


EACH OF THE PARTIES TO THIS AMENDMENT HEREBY
AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT
OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AMENDMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING
OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AMENDMENT, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AMENDMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS
AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY
OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO SECTION 12 AND EXECUTED BY EACH OF THE PARTIES HERETO),
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AMENDMENT. IN THE EVENT
OF LITIGATION, THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


 


 


 


[SIGNATURE PAGES FOLLOW]



    	-5-



    	 



    

In
Witness Whereof, the parties hereto have caused this Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first written above.


 


 


INTRALINKS HOLDINGS, INC.,


as Holdings


 


 


		By:	/s/ Anthony Plesner                             



			Name: Anthony Plesner



			Title: Chief Financial Officer



 


INTRALINKS, INC., as Company


 


 


		By:	/s/ Anthony Plesner                             



			Name: Anthony Plesner



			Title: Chief Financial Officer



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative
Agent


 


 


By: /s/ Courtney E. Meehan


			Name: Courtney E. Meehan



			Title:   Vice President



 


 


		By:	/s/ Evelyn Thierry______________



			Name: Evelyn Thierry



			Title: Director



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

DEXTERA,


as a Lender


 


		By:	/s/ Richard Taylor                                            



			Name: Richard Taylor



			Title: Authorized Signatory



 


 


[If a second
signature is required]


 


		By:	_________________________________



			Name:



			Title:



 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


	 	
        BABSON CLO LTD. 2004-I

        BABSON CLO LTD. 2004-II

        BABSON CLO LTD. 2005-I

        BABSON CLO LTD. 2005-II

        BABSON CLO LTD. 2005-III

        BABSON CLO LTD. 2006-I

        BABSON CLO LTD. 2006-II

        BABSON CLO LTD. 2007-I

        BABSON MID-MARKET CLO LTD. 2007-II

        BABSON LOAN OPPORTUNITY CLO, LTD.

        SAPPHIRE VALLEY CDO I, LTD.

        SUMMIT LAKE CLO, LTD., each as a Lender

        By: Babson Capital Management LLC as Collateral Manager

         

         

        By:  /s/ Geoffrey Takacs                                 

        Name: Geoffrey Takacs

        Title:   Director

         

         



 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

IVY HILL MIDDLE MARKET CREDIT FUND III, LTD.


By: Ivy Hill Asset Management, L.P., as Collateral Manager


 


 


		By:	/s/ Ryan Cascade                                     



			Name: Ryan Cascade



			Title:   Duly Authorized Signatory



 


KNIGHTSBRIDGE CLO 2007-1 LIMITED


By: Ivy Hill Asset Management, L.P., as Collateral Manager


 


 


		By:	/s/ Ryan Cascade                                     



			Name: Ryan Cascade



			Title:   Duly Authorized Signatory



 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


REGATTA FUNDING LTD.


 


		By:	Citi Alternative Investments LLC,



			attorney-in-fact, as a Lender



 


 


		By:	/s/ Melanie Hanlon                            



Name: Melanie Hanlon


Title:   Director


 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


CCA EAGLE LOAN MASTER FUND LTD.


 


		By:	Citigroup Alternative Investments LLC, as Investment manager for and on behalf of CCA EAGLE LOAN MASTER FUND LTD., as a Lender



 


 


		By:	/s/ Melanie Hanlon                           



			Name: Melanie Hanlon



			Title:   Director



 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


LMP Corporate Loan Fund, Inc.


 


		By:	Citi Alternative Investments LLC,

as a Lender



 


		By:	/s/ Melanie Hanlon                      



			Name: Melanie Hanlon



			Title:   Director



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


Lime Street CLO, Ltd., as a Lender


 


 


		By:	/s/ Scott D’Orsi                                                



			Name: Scott D’Orsi



			Title:   PM



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


Avery Street CLO, Ltd., as a Lender


 


 


		By:	/s/ Scott D’Orsi                                                 



			Name: Scott D’Orsi



			Title:   PM



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


Emerson Place CLO, Ltd., as a Lender


 


 


		By:	/s/ Scott D’Orsi                                                 



			Name: Scott D’Orsi



			Title:   PM



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


CREDIT SUISSE AG, Cayman
Islands Branch, as a Lender


 


 


		By:	/s/ Judith E. Smith                           



			Name: Judith E. Smith



			Title:   Director



 


 


 


		By:	/s/ Tyler R. Smith                            



			Name: Tyler R. Smith



			Title:   Associate



 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


ORIX Finance Corp.,


as a Lender


 


 


		By:	/s/ Christopher L. Smith                 



			Name: Christopher L. Smith



			Title:   Authorized Representative



 


 


[If a second signature is required]


 


		By:	N/A                                                   



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender


 


 


		By:	/s/ Courtney E. Meehan                     



			Name: Courtney E. Meehan



			Title:   Vice President



 


 


 


		By:	/s/ Evelyn Thierry                               



			Name: Evelyn Thierry



			Title:   Director



 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender


By: DB Services New Jersey, Inc.


 


		By:	/s/ Deirdre Cessario                                   



			Name: Deirdre Cessario



			Title:   Assistant Vice President



 


 


 


		By:	/s/ Christine LaMonaca                             



			Name: Christine LaMonaca



			Title:   Assistant Vice President



 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


RIVERSIDE PARK CLO, LTD.,


By: GSO/Blackstone Debt Funds Management LLC as Collateral
Manager, as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


INWOOD PARK CDO, LTD.


By: Blackstone Debt Advisors L.P. as Collateral Manager,
as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


LAFAYETTE SQUARE CDO LTD.


By: Blackstone Debt Advisors L.P. as Collateral Manager,
as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


SUN LIFE ASSURANCE COMPANY OF CANADA (US)


By: GSO/BLACKSTONE CP Holdings LP as Sub-Advisor, as
a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


PROSPECT PARK CDO LTD.


By: Blackstone Debt Advisors L.P. as Collateral Manager,
as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


ESSEX PARK CDO LTD.


By: Blackstone Debt Advisors L.P. as Collateral Manager,
as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


HUDSON STRAITS CLO 2004, LTD.


By: GSO/BLACKSTONE Debt Funds Management LLC, as Collateral
Manager, as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


GALE FORCE 1 CLO, LTD.


By: GSO/BLACKSTONE Debt Funds Management LLC, as Collateral
Manager, as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


GALE FORCE 3 CLO, LTD.


By: GSO/BLACKSTONE Debt Funds Management LLC, as Collateral
Manager, as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


GALE FORCE 4 CLO, LTD.


By: GSO/BLACKSTONE Debt Funds Management LLC, as Collateral
Servicer, as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]



    	 



    

 


LOCUST STREET FUNDING


By: FS Investment Corporation, as Sole Member


By: GSP/Blackstone Debt Funds Management LLC, as Sub-Admisor,
as a Lender


 


		By:	/s/ Daniel H. Smith                                      



			Name: Daniel H. Smith



			Title:   Authorized Signatory



 


 


[If a second signature is required]


 


		By:	_________________________________



			Name:



			Title:



 


 


 


 


 


 


 


 


 


 


 



    	[Amendment to IntraLinks Credit Agreement Signature Page]