globex4-412312021






  EXECUTION COPY      US_ACTIVE-161703206.11  AMENDMENT NO. 1   This AMENDMENT NO. 1 (this “Amendment”) dated as of October 1, 2021, by and among  GLOBANT, LLC, a Delaware limited liability company (the “Borrower”), HSBC Bank USA, N.A., as  Administrative Agent (in such capacity, the “Administrative Agent”), Issuing Bank and Swingline  Lender, and the lenders party hereto, is entered into in connection with that certain Second Amended and  Restated Credit Agreement, dated as of February 6, 2020 (as amended, amended and restated,  supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among the  Borrower, the lenders party thereto, the Administrative Agent, the Issuing Bank and the Swingline  Lender.       WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend  the Credit Agreement to (i) extend the Term Loan Commitment Date with respect to the Term Loans, (ii)  modify certain financial covenants and their component definitions and (iii) make certain other  modifications to the Credit Agreement; and  WHEREAS, subject to the terms and conditions set forth in this Amendment, the Lenders and the  Administrative Agent have agreed to so amend the Credit Agreement.   NOW, THEREFORE, in consideration of their mutual agreements contained herein, and other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the  parties hereto hereby agree as follows:   Section 1 Defined Terms.  Unless otherwise defined herein, capitalized terms used herein  (including in the preliminary statements hereto) shall have the same meaning assigned to such terms in  the Credit Agreement.    Section 2 Amendments.  As of the First Amendment Effective Date (as defined below), the  parties hereto agree that the Credit Agreement shall hereby be amended as follows:   Section 2.1  References Generally.  References in the Credit Agreement (included  references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect  references such as “hereunder”, “herein” and “hereof”) and references in the other Loan  Documents to the “Credit Agreement” shall be deemed to be references to the Credit Agreement  as amended hereby.  Section 2.2 Defined Terms.  Section 1.1 of the Credit Agreement shall be amended  by amending the following definitions and replacing them in their entirety, or as applicable,  adding the following new definitions in the appropriate alphabetical order, to read as follows:  “Available Tenor” means, as of any date of determination and with respect to  the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term  rate, any tenor for such Benchmark that is or may be used for determining the length of  an Interest Period or (y) otherwise, any payment period for interest calculated with  reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.  “Benchmark” means, initially, USD LIBOR; provided that if a replacement of  the Benchmark has occurred pursuant to Section 2.23, then “Benchmark” means the  applicable Benchmark Replacement to the extent that such Benchmark Replacement has  replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as  applicable, the published component used in the calculation thereof.  





 






 - 2 - US_ACTIVE-161703206.11  “Benchmark Replacement” means, for any Available Tenor:  (1) For purposes of clause (a) of Section 2.23, the first alternative set forth  below that can be determined by the Administrative Agent:  (a) the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points)  for an Available Tenor of one month’s duration, 0.26161% (26.161 basis points) for an  Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an  Available Tenor of six-months’ duration, or   (b) the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment  selected or recommended by the Relevant Governmental Body for the replacement of  the tenor of USD LIBOR with a SOFR-based rate having approximately the same length  as the interest payment period specified in clause (a) of Section 2.23; and  (2) For purposes of clause (b) of Section 2.23, the sum of (a) the alternate  benchmark rate and (b) an adjustment (which may be a positive or negative value or  zero), in each case, that has been selected by the Administrative Agent and the Borrower  as the replacement for such Available Tenor of such Benchmark giving due  consideration to any evolving or then-prevailing market convention, including any  applicable recommendations made by the Relevant Governmental Body, for Dollar- denominated syndicated or bilateral credit facilities at such time;  provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2)  above would be less than the Floor, the Benchmark Replacement will be deemed to be  the Floor for the purposes of this Agreement and the other Loan Documents.  “Benchmark Replacement Conforming Changes” means, with respect to any  Benchmark Replacement, any technical, administrative or operational changes  (including changes to the definition of “Business Day,” the definition of “Interest  Period,” the definition of “Alternate Base Rate”, the definition of “Eurodollar”, timing  and frequency of determining rates and making payments of interest, timing of  borrowing requests or prepayment, conversion or continuation notices, the applicability  and length of lookback periods, the applicability of breakage provisions, and other  technical, administrative or operational matters) that the Administrative Agent decides  may be appropriate to reflect the adoption and implementation of such Benchmark  Replacement and to permit the administration thereof by the Administrative Agent in a  manner substantially consistent with market practice (or, if the Administrative Agent  decides that adoption of any portion of such market practice is not administratively  feasible or if the Administrative Agent determines that no market practice for the  administration of such Benchmark Replacement exists, in such other manner of  administration as the Administrative Agent decides is reasonably necessary in  connection with the administration of this Agreement and the other Loan Documents).  “Benchmark Transition Event” means, with respect to any then-current  Benchmark other than USD LIBOR, the occurrence of a public statement or publication  of information by or on behalf of the administrator of the then-current Benchmark, the  regulatory supervisor for the administrator of such Benchmark, the Board of Governors  of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency  official with jurisdiction over the administrator for such Benchmark, a resolution  authority with jurisdiction over the administrator for such Benchmark or a court or an  





 






 - 3 - US_ACTIVE-161703206.11  entity with similar insolvency or resolution authority over the administrator for such  Benchmark, announcing or stating that (a) such administrator has ceased or will cease  on a specified date to provide all Available Tenors of such Benchmark, permanently or  indefinitely, provided that, at the time of such statement or publication, there is no  successor administrator that will continue to provide any Available Tenor of such  Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be  representative of the underlying market and economic reality that such Benchmark is  intended to measure and that representativeness will not be restored.  “Beneficial Ownership Certification” means a certification regarding beneficial  ownership requirement by the Beneficial Ownership Regulation.  “Beneficial Ownership Regulation” means 31 C.F.R. Sec. 1010.230.   “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this  rate (which will include a lookback) being established by the Administrative Agent in  accordance with the conventions for this rate recommended by the Relevant  Governmental Body for determining “Daily Simple SOFR” for syndicated business  loans; provided, that if the Administrative Agent decides that any such convention is not  administratively feasible for the Administrative Agent, then the Administrative Agent  may establish another convention in its reasonable discretion.  “Early Opt-in Effective Date” means, with respect to any Early Opt-in Election,  the sixth (6th) Business Day after the date notice of such Early Opt-in Election is  provided to the Lenders, so long as the Administrative Agent has not received, by 5:00  p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such  Early Opt-in Election is provided to the Lenders, written notice of objection to such  Early Opt-in Election from Lenders comprising the Required Lenders.  “Early Opt-in Election” means the occurrence of:  (1) a notification by the Administrative Agent to (or the request by the  Borrower to the Administrative Agent to notify) each of the other parties  hereto that at least five currently outstanding Dollar-denominated  syndicated credit facilities at such time contain (as a result of amendment or  as originally executed) a SOFR-based rate (including SOFR, a term SOFR  or any other rate based upon SOFR) as a benchmark rate (and such  syndicated credit facilities are identified in such notice and are publicly  available for review), and  (2) the joint election by the Administrative Agent and the Borrower to trigger a  fallback from USD LIBOR and the provision by the Administrative Agent  of written notice of such election to the Lenders.  “Erroneous Payment” has the meaning assigned to it in Section 8.15(a).  “Erroneous Payment Deficiency Assignment” has the meaning assigned to it in  Section 8.15(d)(i).  “Erroneous Payment Impacted Class” has the meaning assigned to it in Section  8.15(d)(i).  





 






 - 4 - US_ACTIVE-161703206.11  “Erroneous Payment Return Deficiency” has the meaning assigned to it in  Section 8.15(d)(i).  “Erroneous Payment Subrogation Rights” has the meaning assigned to it in  Section 8.15(e).   “FCA” has the meaning specified in Section 2.23(a).  “First Amendment Effective Date” means October 1, 2021.  “Floor” means the benchmark rate floor, if any, provided in this Agreement  initially (as of the execution of this Agreement, the modification, amendment or renewal  of this Agreement or otherwise) with respect to USD LIBOR.  “IBA” has the meaning specified in Section 2.23(a).  “Interest Coverage Ratio” means, with respect to any Computation Period, the  ratio of (a) Consolidated EBITDA minus cash payments made in respect of operating  lease liabilities in accordance with IFRS for such period to (b) Consolidated Interest  Expense (other than in respect of cash Interest Expense related to operating leases  capitalized in accordance with IFRS) for such period.  “Maximum Total Leverage Ratio” means, as of the last day of any fiscal quarter,  the ratio of (a) Consolidated Total Debt as of such day to (b) Consolidated EBITDA for  the Computation Period ending on such day minus cash payments made in respect of  operating lease liabilities in accordance with IFRS for such period.     “Obligations” means all advances to, and debts, liabilities, obligations,  covenants and duties of, any Loan Party arising under any Loan Document, or otherwise  with respect to any Loan or Letter of Credit (including, without limitation, the  obligations to pay, discharge or satisfy any Erroneous Payment Subrogation Rights), in  each case whether direct or indirect (including those acquired by assumption), absolute  or contingent, due or to become due, now existing or hereafter arising and including  interest and fees that accrue after the commencement by or against any Loan Party or  any Affiliate thereof of any proceeding under any Debtor Relief Law naming such  Person as the debtor in such proceeding, regardless of whether such interest and fees are  allowed claims in such proceeding; provided that the “Obligations” shall exclude any  Excluded Swap Obligations.  “Payment Recipient” has the meaning assigned to it in Section 8.15(a).  “Permitted Encumbrances” means:  (a) Liens imposed by law for taxes that are not yet due or are being  contested in compliance with Section 5.4;  (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and  other like Liens imposed by law, arising in the ordinary course of business and securing  obligations that are not overdue by more than 30 days or are being contested in  compliance with Section 5.4;  





 






 - 5 - US_ACTIVE-161703206.11  (c) pledges and deposits made in the ordinary course of business in  compliance with workers’ compensation, unemployment insurance and other social  security laws or regulations, other than any Lien imposed by ERISA;  (d) deposits to secure the performance of bids, trade contracts, leases,  statutory obligations, surety and appeal bonds, performance bonds and other obligations  of a like nature, in each case in the ordinary course of business;  (e) judgment liens in respect of judgments that do not constitute an Event of  Default under Section 7.1(k);  (f) easements, zoning restrictions, rights-of-way and similar encumbrances  on real property imposed by law or arising in the ordinary course of business that do not  secure any monetary obligations and do not materially detract from the value of the  affected property or materially interfere with the ordinary conduct of business of the  Borrower or any Subsidiary;   (g) any interest or title of a lessor under any operating lease entered into by  the Borrower or any Subsidiary in the ordinary course of its business and covering only  the assets so leased;  (h) leases and subleases granted to others by the Borrower or any Subsidiary  of the Borrower in the ordinary course of business on any real property that do not  materially interfere with the ordinary conduct of the business of the Borrower or any of  its Subsidiaries;   (i) non-exclusive licenses of intellectual property granted in the ordinary  course of business which do not, in any case, (x) materially detract from the value of the  intellectual property subject thereto or (y) materially interfere with the ordinary conduct  of the business of the Borrower or any of its Subsidiaries and exclusive licenses of  intellectual property granted in connection with any sale of assets permitted hereunder;   (j) Liens in favor of customs and revenue authorities arising as a matter of  law which secure payment of customs duties in connection with the importation of  goods;   (k) Liens arising solely by virtue of any statutory or common law provision  relating to bankers’ liens, rights of setoff or similar rights;   (l) customary restrictions on dispositions of assets to be disposed of  pursuant to merger agreements, stock or asset purchase agreements and similar  agreements, in each case, to the extent the entry into such agreements is otherwise  permitted hereunder;   (m) Liens securing lease, utility and other similar deposits in the ordinary  course of business;   (n) setoff rights in connection with repurchase obligations in favor of the  counterparty to such obligations in connection with Cash Equivalent Investments of a  type referred to in clause (d) of the definition thereof;   





 






 - 6 - US_ACTIVE-161703206.11  (o) customary restrictions on assignment and transfer in intellectual property  licenses under which the Borrower or any Subsidiary is a licensor or licensee; and  (p) precautionary Liens filed in connection with any Disposition permitted  under Section 6.5(f);  provided that, the term “Permitted Encumbrances” shall not include any Lien  securing Indebtedness.   “Relevant Governmental Body” means the Board of Governors of the Federal  Reserve System or the Federal Reserve Bank of New York, or a committee officially  endorsed or convened by the Board of Governors of the Federal Reserve System or the  Federal Reserve Bank of New York, or any successor thereto.   “SOFR” means a rate per annum equal to the secured overnight financing rate  for such Business Day published by the Federal Reserve Bank of New York (or a  successor administrator of the secured overnight financing rate) on the website of the  Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any  successor source for the secured overnight financing rate identified as such by the  administrator of the secured overnight financing rate from time to time).  “Term Loan Commitment Termination Date” means the earlier of (i) the first  date on which Term Loans are funded in full pursuant to the terms hereof and (ii) the  date that is six (6) months following the First Amendment Effective Date.  “Term SOFR” means, for the applicable corresponding tenor, the forward- looking term rate based on SOFR that has been selected or recommended by the  Relevant Governmental Body.  “USD LIBOR” means the London interbank offered rate for Dollars.  Section 2.3 Deletions.  Section 1.1 of the Credit Agreement shall be amended by  deleting the following definitions in their entirety: “Benchmark Replacement Adjustment”,  “Benchmark Replacement Date”, “Benchmark Transition Start Date”, “Benchmark Unavailability  Period”, “Federal Reserve Bank of New York’s Website”, “Fixed Charge Coverage Ratio” and  “Interest Expense”.  Section 2.4  Amendments to Section 1.9.    (a) Section 1.9(a) of the Credit Agreement shall be amended by deleting it in its entirety  and restating it to read as follows:   (a) [Reserved].  (b) Section 1.9(b) of the Credit Agreement shall be amended by deleting it in its entirety  and restating it to read as follows:   (b) [Reserved].  (c) Section 1.9(c) of the Credit Agreement shall be amended by deleting it in its entirety  and restating it to read as follows:  





 






 - 7 - US_ACTIVE-161703206.11  (c) The Administrative Agent does not warrant or accept responsibility for, and shall not have  any liability with respect to (a) the continuation of, administration of, submission of,  calculation of or any other matter related to any Benchmark, any component definition  thereof or rates referenced in the definition thereof or any alternative, successor or  replacement rate thereto (including any Benchmark Replacement), including whether the  composition or characteristics of any such alternative, successor or replacement rate  (including any Benchmark Replacement) will be similar to, or produce the same value or  economic equivalence of, or have the same volume or liquidity as, such Benchmark or any  other Benchmark prior to its discontinuance or unavailability, or (b) the effect,  implementation or composition of any Benchmark Replacement Conforming Changes.  The  Administrative Agent and its affiliates or other related entities may engage in transactions  that affect the calculation of any Benchmark, any alternative, successor or replacement rate  (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in  a manner adverse to the Borrower.  The Administrative Agent may select information sources  or services in its reasonable discretion to ascertain any Benchmark, any component definition  thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this  Agreement, and shall have no liability to the Borrower, any Lender or any other person or  entity for damages of any kind, including direct or indirect, special, punitive, incidental or  consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and  whether at law or in equity), for any error or calculation of any such rate (or component  thereof) provided by any such information source or service. The Administrative Agent shall  not be liable for any inability, failure or delay on its part to perform any of its duties set forth  in this Agreement as a result of the unavailability of LIBO Rate (or other applicable  Benchmark) and absence of a designated replacement Benchmark, including as a result of  any inability, delay, error or inaccuracy on the part of any other transaction party, including  without limitation the Required Lenders, in providing any direction, instruction, notice or  information required or contemplated by the terms of this Agreement and reasonably required  for the performance of such duties.  In the event the Administrative Agent on any interest  determination date is required, but is unable, to determine LIBO Rate or other applicable or  replacement Benchmark in accordance with the procedures set out in this Agreement, LIBO  Rate or the applicable or replacement Benchmark will be LIBO Rate as determined on the  previous interest determination date.  Section 2.5 Amendments to Section 2.9. Section 2.9(b) of the Credit Agreement shall  be amended by deleting it in its entirety and restating it to read as follows:  (b) The Borrower hereby unconditionally promises to pay to the Administrative Agent, for the  account of each Term Lender, such Term Lender’s Applicable Percentage of the initial  aggregate principal amount of Term Loans extended to the Borrower in equal quarterly  amounts for each year following the First Amendment Effective Date equal to five percent  (5.0%) thereof (which payments shall be made, commencing with the first full fiscal quarter  following the Borrowing thereof, on the last day of each March, June, September and  December of each year), with any then-unpaid principal amount, together with all other  amounts owed with respect thereto, payable on the Term Loan Maturity Date.  Section 2.6 Amendments to Section 2.16. Section 2.16 of the Credit Agreement shall  be amended by deleting it in its entirety and restating it to read as follows:  Section 2.16 Break-funding Payments.  In the event that (i) any payment of principal  of a Eurodollar Loan is required, made or permitted on a date other than the last day of the then- current Interest Period applicable thereto (including as a result of an Event of Default or any  





 






 - 8 - US_ACTIVE-161703206.11  prepayment pursuant to Section 2.10), (ii) the conversion of any Eurodollar Loan other than on  the last day of the Interest Period applicable thereto, or (iii) the failure to convert, continue,  borrow or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant  hereto, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and  expense attributable to such event in an amount computed as follows: the excess, if any, of (x) the  amount of interest that would have accrued on the principal amount of such Eurodollar Loan had  such event not occurred, at the interest rate that would have been applicable to such Eurodollar  Loan, for the period from the date of such event to the last day of the then-current Interest Period  therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have  been the Interest Period for such Eurodollar Loan), over (y) the amount of interest that would  accrue on such principal amount for such Interest Period at the interest rate that such Lender  would bid were it to bid, at the commencement of the interest period, for Dollar deposits of a  comparable amount and period from other banks in the London interbank eurodollar market. A  certificate of any Lender delivered to the Borrower and setting forth any amount or amounts that  such Lender is entitled to receive pursuant to this paragraph shall be conclusive absent manifest  error. The Borrower shall pay such Lender the amount shown as due on any such certificate upon  demand and in any event within ten (10) days after receipt thereof.  Section 2.7 Amendments to Section 2.23. Section 2.23 of the Credit Agreement shall  be amended by deleting it in its entirety and restating it to read as follows:  (a) Replacing USD LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA”), the  regulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public  statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month,  3-month, 6-month and 12-month USD LIBOR tenor settings.  On the earlier of (i) the date  that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to be  provided by IBA or have been announced by the FCA pursuant to public statement or  publication of information to be no longer representative and (ii) the Early Opt-in Effective  Date, if the then-current Benchmark is USD LIBOR, the Benchmark Replacement will  replace such Benchmark for all purposes hereunder and under any Loan Document in respect  of any setting of such Benchmark on such day and all subsequent settings without any  amendment to, or further action or consent of any other party to this Agreement or any other  Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments  will be payable on a monthly basis.  (b) Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the  Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder  and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on  the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided  to the Lenders without any amendment to, or further action or consent of any other party to,  this Agreement or any other Loan Document so long as the Administrative Agent has not  received, by such time, written notice of objection to such Benchmark Replacement from  Lenders comprising the Required Lenders. At any time that the administrator of the then- current Benchmark has permanently or indefinitely ceased to provide such Benchmark or  such Benchmark has been announced by the regulatory supervisor for the administrator of  such Benchmark pursuant to public statement or publication of information to be no longer  representative of the underlying market and economic reality that such Benchmark is  intended to measure and that representativeness will not be restored, the Borrower may  revoke any request for a borrowing of, conversion to or continuation of Loans to be made,  converted or continued that would bear interest by reference to such Benchmark until the  Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement  





 






 - 9 - US_ACTIVE-161703206.11  has replaced such Benchmark, and, failing that, the Borrower will be deemed to have  converted any such request into a request for a borrowing of or conversion to Base Rate  Loans. During the period referenced in the foregoing sentence, the component of Base Rate  based upon the Benchmark will not be used in any determination of Base Rate.  (c) Benchmark Replacement Conforming Changes. In connection with the implementation and  administration of a Benchmark Replacement, the Administrative Agent will have the right to  make Benchmark Replacement Conforming Changes from time to time and, notwithstanding  anything to the contrary herein or in any other Loan Document, any amendments  implementing such Benchmark Replacement Conforming Changes will become effective  without any further action or consent of any other party to this Agreement.  (d) Notices; Standards for Decisions and Determinations. The Administrative Agent will  promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark  Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes.  Any determination, decision or election that may be made by the Administrative Agent or, if  applicable, any Lender (or group of Lenders) pursuant to this Section 2.23, including any  determination with respect to a tenor, rate or adjustment or of the occurrence or non- occurrence of an event, circumstance or date and any decision to take or refrain from taking  any action, will be conclusive and binding absent manifest error and may be made in its or  their sole discretion and without consent from any other party hereto, except, in each case, as  expressly required pursuant to this Section 2.23.  (e) Unavailability of Tenor of Benchmark. At any time (including in connection with the  implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term  rate (including Term SOFR or USD LIBOR), then the Administrative Agent may remove any  tenor of such Benchmark that is unavailable or non-representative for Benchmark (including  Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such  previously removed tenor for Benchmark (including Benchmark Replacement) settings.  Section 2.8 Amendments to Article III. Article III of the Credit Agreement shall be  amended by adding the following Section 3.25 therein to read as follows:  Section 3.25 Beneficial Ownership Certification.  As of the First Amendment  Effective Date, the information included in the Beneficial Ownership Certification, if  applicable, is true and correct in all respects.  Section 2.9 Amendments to Article V. Article V of the Credit Agreement shall be  amended by adding the following Section 5.13 therein to read as follows:  Section 5.13 Beneficial Ownership Certification.  Promptly following any request  therefor, the Borrower shall provide information and documentation reasonably requested by  the Administrative Agent for purposes of compliance with applicable “know your customer”  and anti-money laundering rules and regulations, including, without limitation, the PATRIOT  Act and the Beneficial Ownership Regulation.  Section 2.10 Amendments to Section 6.1. Section 6.1(a) of the Credit Agreement shall  be amended by deleting it in its entirety and restating it to read as follows:  (a) Interest Coverage Ratio.  The Borrower shall not permit the Interest Coverage Ratio as of the  last day of any Computation Period to be less than 3.00 to 1.00 for such Computation Period.  





 






 - 10 - US_ACTIVE-161703206.11  Section 2.11 Amendments to Section 6.4. Section 6.4(iv)(B) of the Credit Agreement  is hereby amended by deleting the words “Fixed Charge Coverage Ratio” in their entirety where  they appear and replacing with the words “Interest Coverage Ratio”.  Section 2.12 Amendments to Section 6.15. Section 6.15(b) of the Credit Agreement  shall be amended by deleting it in its entirety and restating it to read as follows:  (b) No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly,  for any payments that could constitute a violation of any applicable anti-bribery law.    Section 2.13 Amendments to Article VIII.  Article VIII of the Credit Agreement shall  be amendment by adding the following Section 8.15 therein to read as follows:  (a) If the Administrative Agent (x) notifies a Lender, Issuing Bank or Secured Party, or any  Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (any  such Lender, Issuing Bank, Secured Party or other recipient (and each of their respective  successors and assigns), a “Payment Recipient”) that the Administrative Agent has  determined in its sole and absolute discretion (whether or not after receipt of any notice under  immediately succeeding clause (b)) that any funds (as set forth in such notice from the  Administrative Agent) received by such Payment Recipient from the Administrative Agent or  any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously  or mistakenly received by, such Payment Recipient (whether or not known to such Lender,  Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds,  whether  transmitted or received as a payment, prepayment or repayment of principal,  interest, fees, distribution or otherwise, individually and collectively, an “Erroneous  Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion  thereof), such Erroneous Payment shall at all times remain the property of the Administrative  Agent pending its return or repayment as contemplated below in this Section 8.15 and held in  trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured  Party shall (or, with respect to any Payment Recipient who received such funds on its behalf,  shall cause such Payment Recipient to) promptly, but in no event later than two Business  Days thereafter (or such later date as the Administrative Agent may, in its sole discretion,  specify in writing), return to the Administrative Agent the amount of any such Erroneous  Payment (or portion thereof) as to which such a demand was made, in same day funds (in the  currency so received), together with interest thereon (except to the extent waived in writing  by the Administrative Agent) in respect of each day from and including the date such  Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date  such amount is repaid to the Administrative Agent in same day funds at the greater of the  Federal Funds Effective Rate and a rate determined by the Administrative Agent in  accordance with banking industry rules on interbank compensation from time to time in  effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a)  shall be conclusive, absent manifest error.  (b) Without limiting immediately preceding clause (a), each Lender, Issuing Bank, Secured Party  or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party  (and each of their respective successors and assigns), agrees that if it receives a payment,  prepayment or repayment (whether received as a payment, prepayment or repayment of  principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of  its Affiliates) (x) that is in a different amount than, or on a different date from, that specified  in this Agreement or in a notice of payment, prepayment or repayment sent by the  Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or  





 






 - 11 - US_ACTIVE-161703206.11  repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or  repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender,  Issuing Bank or Secured Party, or other such recipient, otherwise becomes aware was  transmitted, or received, in error or by mistake (in whole or in part), then in each such case:  (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or  (y), an error and mistake shall be presumed to have been made (absent written  confirmation from the Administrative Agent to the contrary) or (B) an error and mistake  has been made (in the case of immediately preceding clause (z)), in each case, with  respect to such payment, prepayment or repayment; and  (ii) such Lender, Issuing Bank or Secured Party shall (and shall cause any other recipient that  receives funds on its respective behalf to) promptly (and, in all events, within one  Business Day of its knowledge of the occurrence of any of the circumstances described in  immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its  receipt of such payment, prepayment or repayment, the details thereof (in reasonable  detail) and that it is so notifying the Administrative Agent pursuant to this Section  8.15(b).   For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent  pursuant to this Section 8.15(b) shall not have any effect on a Payment Recipient’s obligations  pursuant to Section 8.15(a) or on whether or not an Erroneous Payment has been made.  (c) Each Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to  set off, net and apply any and all amounts at any time owing to such Lender, Issuing Bank or  Secured Party under any Loan Document, or otherwise payable or distributable by the  Administrative Agent to such Lender, Issuing Bank or Secured Party under any Loan  Document with respect to any payment of principal, interest, fees or other amounts, against  any amount that the Administrative Agent has demanded to be returned under immediately  preceding clause (a).  (d) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the  Administrative Agent for any reason, after demand therefor in accordance with immediately  preceding clause (a), from any Lender that has received such Erroneous Payment (or portion  thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or  portion thereof) on its respective behalf)  (such unrecovered amount, an “Erroneous Payment  Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then  effective immediately (with the consideration therefor being acknowledged by the parties  hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its  Commitments) of the relevant Class  with respect to which such Erroneous Payment was  made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous  Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify)  (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted  Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such  amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be  waived by the Administrative Agent in such instance)), and is hereby (together with the  Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent  applicable, an agreement incorporating an Assignment and Assumption by reference pursuant  to a Platform as to which the Administrative Agent and such parties are participants) with  respect to such Erroneous Payment Deficiency Assignment, and such Lender  shall deliver  any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the  





 






 - 12 - US_ACTIVE-161703206.11  failure of such Person to deliver any such Notes shall not affect the effectiveness of the  foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed  to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed  acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as  applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and  the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such  Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its  obligations under the indemnification provisions of this Agreement and its applicable  Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent  and the Borrower shall each be deemed to have waived any consents required under this  Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the  Administrative Agent will reflect in the Register its ownership interest in the Loans subject to  the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous  Payment Deficiency Assignment will reduce the Commitments of any Lender and such  Commitments shall remain available in accordance with the terms of this Agreement.    (ii)  Subject to Section 9.4(b) (but excluding, in all events, any assignment consent or  approval requirements (whether from the Borrower or otherwise)), the Administrative Agent  may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency  Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return  Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of  such Loan (or portion thereof), and the Administrative Agent shall retain all other rights,  remedies and claims against such Lender (and/or against any recipient that receives funds on  its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the  applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of  principal and interest, or other distribution in respect of principal and interest, received by the  Administrative Agent on or with respect to any such Loans acquired from such Lender  pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans  are then owned by the Administrative Agent) and (y) may, in the sole discretion of the  Administrative Agent, be reduced by any amount specified by the Administrative Agent in  writing to the applicable Lender from time to time.  (e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be  equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not  recovered from any Payment Recipient that has received such Erroneous Payment (or portion  thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and  interests of such Payment Recipient (and, in the case of any Payment Recipient who has  received funds on behalf of a Lender, Issuing Bank or Secured Party, to the rights and  interests of such Lender, Issuing Bank or Secured Party, as the case may be) under the Loan  Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”)  (provided that the Loan Parties’ Secured Obligations under the Loan Documents in respect of  the Erroneous Payment Subrogation Rights shall not be duplicative of such Secured  Obligations in respect of Loans that have been assigned to the Administrative Agent under an  Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay,  prepay, repay, discharge or otherwise satisfy any Secured Obligations owed by the Borrower  or any other Loan Party; provided that this Section 8.15 shall not be interpreted to increase  (or accelerate the due date for), or have the effect of increasing (or accelerating the due date  for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of  the Obligations that would have been payable had such Erroneous Payment not been made by  the Administrative Agent; provided, further, that for the avoidance of doubt, immediately  preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is,  





 






 - 13 - US_ACTIVE-161703206.11  and solely with respect to the amount of such Erroneous Payment that is, comprised of funds  received by the Administrative Agent from the Borrower for the purpose of making such  Erroneous Payment.  (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or  claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim,  counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or  counterclaim by the Administrative Agent for the return of any Erroneous Payment received,  including, without limitation, any defense based on “discharge for value” or any similar  doctrine.  (g) Each party’s obligations, agreements and waivers under this Section 8.15 shall survive the  resignation or replacement of the Administrative Agent, any transfer of rights or obligations  by, or the replacement of, a Lender or Issuing Bank,  the termination of the Commitments  and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion  thereof) under any Loan Document.  Section 2.14 Amendments to Section 9.4(b). Section 9.4(b)(i)(B) of the Credit  Agreement shall be amended by deleting it in its entirety and restating it to read as follows:  (B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the  Commitment (which for this purpose includes Loans outstanding thereunder) or, if the  applicable Commitment is not then in effect, the principal outstanding balance of the Loans  of the assigning Lender subject to each such assignment (determined as of the date the  Assignment and Assumption with respect to such assignment is delivered to the  Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as  of the Trade Date) shall not be less than $5,000,000 (or, if less, the amount of any Erroneous  Payment Deficiency Assignment), in the case of any assignment in respect of the Revolving  Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless  each of the Administrative Agent and, so long as no Event of Default has occurred and is  continuing, the Borrower otherwise consents (each such consent not to be unreasonably  withheld or delayed).  Section 2.15 Amendments to Exhibit H. Exhibit H attached to the Credit Agreement is  hereby amended by deleting the words “Fixed Charge Coverage Ratio” in their entirety where they appear  and replacing with the words “Interest Coverage Ratio”.  Section 3 Representations and Warranties.  The Borrower represents and warrants to the  Administrative Agent, the Issuing Banks and the Lenders that:  Section 3.1 This Amendment (i) has been duly authorized by all requisite limited  liability company or corporate or other applicable organizational actions and, if required, actions  by stockholder and other equity holders of the Borrower, (ii) has been duly executed and  delivered by the Borrower, (iii) constitutes a legal, valid and binding obligation of the Borrower  enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy,  insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and  subject to general principles of equity, regardless of whether considered in a proceeding in equity  or at law;  Section 3.2 The representations and warranties of the Borrower in the Credit  Agreement and the other Loan Documents are true, correct and complete in all material respects  





 






 - 14 - US_ACTIVE-161703206.11  (except to the extent already qualified by materiality, in which case any such representation or  warranty shall be true and correct in all respects) on and as of the date of this Amendment, except  to the extent such representations and warranties specifically relate to an earlier date, in which  case such representations and warranties were true and correct in all material respects (except to  the extent already qualified by materiality, in which case any such representation or warranty  shall be true and correct in all respects) on and as of such earlier date; and   Section 3.3 As of the date of this Amendment and immediately after giving effect to  this Amendment, no Default or Event of Default shall have occurred or is continuing.    Section 4 Conditions Precedent.  This Amendment shall become effective on the date on  which each of the following conditions precedent are satisfied (such date, the “First Amendment Effective  Date”):  Section 4.1 The Administrative Agent (or its counsel) shall have received (a) a  counterpart of this Amendment executed by the Borrower and the Lenders and (b) a counterpart  of (i) the Third Reaffirmation of Luxembourg Guaranty Agreement executed by Globant S.A.  (Luxembourg), (ii) the Third Reaffirmation of Spanish Guaranty Agreement executed Globant  S.A. (Spain), (iii) the First Reaffirmation of Guaranty Agreement executed by Globant IT  Services Corp., (iv) the First Reaffirmation of Security Agreement executed by Globant IT  Services Corp., and (v) the Third Reaffirmation of Security Agreement executed by the  Borrower; and  Section 4.2 The Administrative Agent shall have received a certificate of an officer  of the Borrower certifying (i) that there have been no changes in any organizational documents of  the Borrower since the Effective Date, (ii) resolutions of the sole member of the Borrower  authorizing the execution, delivery and performance of this Amendment, (iii) a certificate of good  standing of the Borrower from the Secretary of State of Delaware dated as of a recent date, and  (iv) the identity, authority, capacity and true signature of each Responsible Officer of the  Borrower authorized to act as a Responsible Officer in connection with this Amendment and any  other legal matters relating to the Borrower and this Amendment; and  Section 4.3 To the extent the Borrower qualifies as a “legal entity customer” under  the Beneficial Ownership Regulation, at least three Business Days prior to the First Amendment  Effective Date, if the Administrative Agent or any Lender has requested, in a written notice to the  Borrower, a Beneficial Ownership Certification in relation to the Borrower, then the  Administrative Agent or such Lender shall have received such Beneficial Ownership  Certification; and  Section 4.4 The Administrative Agent shall have received copies of Uniform  Commercial Code and other Lien search reports dated a date near to the Effective Date, listing all  effective financing statements and other Lien filings that name the Borrower (under its current  name and any previous names) as debtor, together with (a) copies of such financing statements or  other Lien filings, and (b) such Uniform Commercial Code termination statements or  amendments or other Lien terminations, as applicable, as the Administrative Agent may request;  and  Section 4.5 The Administrative Agent shall have received favorable written legal  opinions (addressed to the Administrative Agent and the Lenders and dated the First Amendment  Effective Date) of New York counsel for the Loan Parties, in form and substance reasonably  





 






 - 15 - US_ACTIVE-161703206.11  satisfactory to the Administrative Agent, and covering such other matters relating to the Loan  Parties, the Loan Documents as the Required Lenders shall reasonably request; and  Section 4.6 Since December 31, 2018, there shall not have occurred any Material  Adverse Effect; and  Section 4.7 The Administrative Agent shall have received an amendment fee for the  account of each Term Lender in an amount equal to 0.025% of the amount of Term Loan  Commitments extended pursuant to the terms of this Amendment.  Once paid, such amendment  fee shall be non-refundable; and  Section 4.8 The Administrative Agent shall have received evidence of payment of  any other costs, expenses, fees and other compensation (including attorneys’ costs, expenses and  fees) required to be paid to the Administrative Agent by the Borrower pursuant to the Credit  Agreement or any other written agreement on or prior to the First Amendment Effective Date;  and  Section 4.9 The Administrative Agent shall notify the Borrower and the Lenders of  the First Amendment Effective Date, and such notice shall be conclusive and binding.   Section 5 Miscellaneous.   Section 5.1  Costs and Expenses.  The Borrower hereby agrees to pay on demand all  costs and expenses of the Administrative Agent (including attorneys’ costs, expenses and fees) in  connection with the preparation, negotiation, execution, and delivery of this Amendment.  This  covenant shall survive termination of this Amendment and the payment of the Obligations.   Section 5.2  Governing Law.  This Amendment and any claim, controversy, dispute  or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating  to this Amendment and the transactions contemplated hereby and thereby shall be governed by,  and construed in accordance with, the law of the State of New York, without regard to conflicts  of law principles except Title 14 of Article 5 of the New York General Obligations law.  Section 5.3 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY  IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE  LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT  OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED  HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER  THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY  OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF  LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN  INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS  BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN  THIS SECTION 5.3.   Section 5.4 Severability.  Any provision of this Amendment held to be invalid,  illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the  extent of such invalidity, illegality or unenforceability without affecting the validity, legality and  





 






 - 16 - US_ACTIVE-161703206.11  enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a  particular jurisdiction shall not invalidate such provision in any other jurisdiction.  Section 5.5 Execution in Counterparts; Etc.  This Amendment may be executed in  counterparts (and by different parties hereto in different counterparts), each of which shall  constitute an original, but all of which when taken together shall constitute a single contract.   Delivery of an executed counterpart of a signature page of this Amendment by telecopy or in  electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed  counterpart of this Amendment.  Section 5.6 Credit Agreement.  Except as amended hereby, the Credit Agreement  shall continue in full force and effect in accordance with the provisions thereof.  This Amendment  is a Loan Document executed under the Credit Agreement and shall be construed in accordance  with the Credit Agreement.     [Signature Pages Follow] 





 






 





 






 





 






[Signature Page – Amendment No. 1 to Second Amended and Restated Credit Agreement]  HSBC BANK USA, NATIONAL ASSOCIATION, as  Issuing Bank   By  _________________________  Name: Vanessa Printz  Title: Senior Vice President   





 






[Signature Page – Amendment No. 1 to Second Amended and Restated Credit Agreement]  HSBC BANK USA, NATIONAL ASSOCIATION, as  Swingline Lender   By  _________________________  Name: Vanessa Printz  Title: Senior Vice President   





 






[Signature Page – Amendment No. 1 to Second Amended and Restated Credit Agreement]  HSBC BANK USA, NATIONAL ASSOCIATION, as  Lender  By  _________________________  Name: Vanessa Printz  Title: Senior Vice President   





 






[Signature Page – Amendment No. 1 to Second Amended and Restated Credit Agreement]  CITIBANK, N.A.,  as Lender    By  _________________________  Name: Siddharth Bansal  Title: Vice President     





 






 





 






BBVA USA, as Lender Name: Title: Senior Vice President By [Sigmturc Pago - Amcn&nenl No. I to Socood Anrcndod and Rcgotcd Ctrcdit Agrcnrarr] 





 






 





 






U.S. BANK NATIONAL ASSOCIATION,  as Lender  By -------..,£-..,,__--1--''-N<-_..,_.....,.__  Name:  (Signature Page - Amendment No. I to Second Amended and Restated Credit Agreement)