FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Agreement ”), dated as of December 28, 2017 (and effective as set forth below), among SWITCH, LTD., a Nevada limited liability company (the “ Borrower ”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below) party hereto, certain of the Lenders referred to below, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “ Administrative Agent ”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, the lenders party thereto (the “ Lenders ”), the Administrative Agent and the other parties thereto have entered into that certain Amended and Restated Credit Agreement, dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS, the Borrower has requested (a) to amend the Applicable Margin with respect to the Revolving Credit Facility (the “ Revolving Credit Amendment ”) and (b) to refinance the Initial Term Loan with a new Refinancing Term Loan in an initial principal amount of $598,500,000 pursuant to Section 5.16 of the Credit Agreement (the “ Term B-1 Loans ”; the commitments relating thereto, the “ Term B-1 Commitments ; and the Term Loan Lenders with Term B-1 Commitments and any permitted assignees thereof, the “ Term B-1 Lenders ”);

WHEREAS, on the First Amendment Effective Date (as defined below), the Borrower has offered to (a) issue the Term B-1 Loans in exchange for certain existing Initial Term Loans pursuant to a cashless settlement as described herein and (b) to the extent any Initial Term Loans are not so exchanged, to use the proceeds of the Term B-1 Loans to refinance the Initial Term Loans outstanding as of the First Amendment Effective Date after giving effect to such cashless settlement;

WHEREAS, on the First Amendment Effective Date, each Term B-1 Lender shall have the Term B-1 Commitment set forth opposite its name in the Register;

WHEREAS, Wells Fargo Securities, LLC, BMO Capital Markets Corp., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., will act as joint lead arrangers and joint bookrunners for the Revolving Credit Amendment; and

WHEREAS, BMO Capital Markets Corp., Wells Fargo Securities, LLC, Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., will act as joint lead arrangers and joint bookrunners for the Term B-1 Loans.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

SECTION 1.     Amendment to Credit Agreement . Effective as of the First Amendment Effective Date and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein, the Credit Agreement is hereby amended as follows:

a. Section 1.1 of the Credit Agreement is amended by inserting the following new definitions in their correct alphabetical order:

“ First Amendment ” shall mean the First Amendment to this Agreement, dated as of December 28, 2017, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and the Administrative Agent.

“ First Amendment Effective Date ” shall have the meaning specified in the First Amendment.

“ Term B-1 Loan ” shall have the meaning specified in the First Amendment.

(a) Section 1.1 of the Credit Agreement is further amended by deleting the definition of “ Applicable Margin ” set forth therein in its entirety and replacing it with the following:

“Applicable Margin” means:

(a)      with respect to Term B-1 Loans that are Base Rate Loans, a percentage per annum equal to 1.25%, and with respect to Term B-1 Loans that are LIBOR Rate Loans, a percentage per annum equal to 2.25%; and

(b)      with respect to the Revolving Credit Facility, the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio:

The Applicable Margin shall be determined and adjusted quarterly on the date five (5) Business Days after the day on which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 8.2(a) for the most recently ended fiscal quarter of the Borrower (each such date, a “ Calculation Date ”); provided that (a) the Applicable Margin with respect to the Revolving Credit Facility shall be based on Pricing Level IV until the first Calculation Date occurring after the Closing Date and, thereafter, the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide an Officer’s Compliance Certificate when due as required by Section 8.2(a) (taking into account any applicable cure periods) for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from the date on which such Officer’s Compliance Certificate was required to have been delivered (taking into account any applicable cure periods) with respect to the Revolving Credit Facility shall be based on Pricing Level V until such time as such Officer’s Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The applicable Pricing Level shall be effective from

one Calculation Date until the next Calculation Date. Any adjustment in the Pricing Level shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2(a) is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin with respect to the Revolving Credit Facility for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrower shall promptly deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Total Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (C) the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.4 . Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(b) and 10.2 nor any of their other rights under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

(b) The definition of “Repricing Transaction” set forth in Section 1.1 of the Credit Agreement and Sections 4.4(a ), 4.4(b)(v) , 4.5 , 5.13(d)(v) , 9.1(i) and 12.9(b) of the Credit Agreement are hereby amended by replacing each reference to “Initial Term Loan” or “Initial Term Loans”, as applicable, therein with “Term B-1 Loan” or “Term B-1 Loans”, as applicable.

(c) Exhibit F to the Credit Agreement is hereby amended by deleting such Exhibit in its entirety and replacing it with Exhibit F attached hereto as Exhibit B .

SECTION 2.     Term B-1 Loans . Subject to the terms and conditions set forth herein, each Term B-1 Lender severally agrees to exchange its Initial Term Loans for Term B-1 Loans and/or make Term B-1 Loans to the Borrower in a single borrowing on the First Amendment Effective Date. Pursuant to Section 5.16 of the Credit Agreement, the Term B-1 Loans shall constitute a separate Class of Loans and shall have the following terms:

SECTION 3.     Exchange of Term Loans; Cashless Settlement .

a. Notwithstanding anything herein to the contrary, (i) each Term Loan Lender holding Initial Term Loans immediately prior to the First Amendment Effective Date (each such Lender, an “ Existing Term Loan Lender ”) executing and delivering a Lender Consent (as defined below) that elects the cashless settlement option shall, in lieu of its requirement to fund a Term B-1 Loan, be deemed to have made to the Borrower a Term B-1 Loan on the First Amendment Effective Date in an amount equal to the lesser of (A) the aggregate principal amount of the Initial Term Loans held by such Existing Term Loan Lender immediately prior to the First Amendment Effective Date (such Existing Term Loan Lender’s “ Existing Initial Term Loan Amount ”) and (B) such Existing Term Loan Lender’s Term B-1 Loan Commitment; provided that if such Existing Term Loan Lender’s Term B-1 Commitment exceeds such Existing Term Loan Lender’s Existing Initial Term Loan Amount, then such Existing Term Loan Lender shall be required to fund a Term B-1 Loan on the First Amendment Effective Date in accordance with Section 2 hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall, in lieu of its obligation to prepay Initial Term Loans of any Existing Term Loan Lender, be deemed to have prepaid, on the First Amendment Effective Date, an amount of the Initial Term Loans of each Existing Term Loan Lender in an aggregate principal amount equal to the

lesser of (A) such Existing Term Loan Lender’s Existing Initial Term Loan Amount and (B) such Existing Term Loan Lender’s Term B-1 Commitment; provided that (1) if such Existing Term Loan Lender’s Existing Initial Term Loan Amount exceeds such Existing Term Loan Lender’s Term B-1 Commitment, then the Borrower shall be required to prepay in full, on the First Amendment Effective Date, the outstanding principal amount of the Initial Term Loans of such Existing Term Loan Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing Term Loan Lender, on the First Amendment Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Initial Term Loans of such Existing Term Loan Lender immediately prior to the First Amendment Effective Date.

b. Notwithstanding anything herein to the contrary, each Existing Term Loan Lender that does not have a Term B-1 Commitment shall be repaid in full in cash with respect to its Initial Term Loans and, by execution of a Lender Consent as described below, each Term B-1 Lender hereby consents to such repayments.

c. In order to evidence the exchange contemplated above, the Administrative Agent has notified the Borrower that, upon the occurrence of the First Amendment Effective Date (and the payment of all interest and other non-principal amounts then due and owing by the Borrower to such Existing Term Loan Lender in respect of such Existing Term Loan Lender’s Existing Initial Term Loan Amount on the First Amendment Effective Date), it will mark the Register to reflect (a) the Existing Initial Term Loan Amount of each Existing Term Loan Lender in the amount equal to such Existing Term Loan Lender’s Term B-1 Loan as no longer outstanding and (b) that each Existing Term Loan Lender is a Lender under the Credit Agreement upon the occurrence of the First Amendment Effective Date in respect of its Term B-1 Commitment. None of the Administrative Agent, the Arrangers or any of their respective affiliates (each of the foregoing, an “ Agent-Related Person ”), shall be liable to any Existing Term Loan Lender, any other Lender, the Borrower or any of their respective affiliates, equity holders or debt holders for any losses, costs, damages or liabilities incurred, directly or indirectly, as a result of any Agent-Related Person, or their counsel or other representatives, taking any action in accordance with the Lender Consents or this Agreement or executing a Lender Consent or this Agreement.

SECTION 4.     Refinancing Amendment . In each case for all purposes of the Credit Agreement and each of the other Loan Documents, (a) this Agreement shall constitute a “Refinancing Amendment”, (b) the Term B-1 Loans shall constitute “Refinancing Term Loans” and “Term Loans” and (c) the Term B-1 Lenders shall constitute “Term Loan Lenders”.

SECTION 5.     Conditions of Effectiveness of this Agreement . This Agreement shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “ First Amendment Effective Date ”):

a. The Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent:

(i)      this Agreement, duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent and each of the Revolving Credit Lenders;

(ii)      an executed written consent directing the Administrative Agent to execute this Agreement on its behalf in the form of Exhibit A hereto (each, a “ Lender Consent ”) from all of the Term B-1 Lenders;

(iii)      a certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same and (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and any related documentation;

(iv)      an opinion from Greenburg Traurig LLP, New York counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent; and

(v)      (A) a Notice of Borrowing with respect to the Term B-1 Loans, and (B) a Notice of Prepayment with respect to the prepayment of the Term B-1 Loans required to be made pursuant to Section 4.4(a) of the Credit Agreement;

b. The Lenders shall have received on or prior to the First Amendment Effective Date, all documentation and other information reasonably requested by them in writing at least three (3) Business Days prior to the First Amendment Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act;

c. The representations and warranties set forth in Section 6 shall be true and correct;

d. No Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to this Agreement; and

e. Payment by the Borrower of (i) all fees and expenses as separately agreed to among the Borrower, BMO Capital Markets Corp. and Wells Fargo Securities, LLC in connection with this Agreement and (ii) all accrued interest and fees in respect of the Initial Term Loans outstanding immediately prior to effectiveness of this Agreement.

On the First Amendment Effective Date, the outstanding principal amount of Initial Term Loans shall be refinanced in full by the Term B-1 Loans.

SECTION 6.     Representations and Warranties . Each Credit Party represents and warrants to the Administrative Agent and the Lenders on and as of the First Amendment Effective Date that, in each case:

i. the representations and warranties of each Credit Party set forth in Article VII of the Credit Agreement and in the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the First Amendment Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and

warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date);

ii. no Default or Event of Default exists and is continuing immediately prior to or after giving effect to this Agreement;

iii. this Agreement has been duly authorized and approved by such Credit Party’s board of directors or other governing body, as applicable, and constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; and

iv. the execution, delivery and performance of this Agreement do not conflict with, result in a breach of or constitute a default under, such Credit Party’s organizational documents.

SECTION 7.     Waiver of Multiple Amount . By its execution of this Agreement, the Lenders hereby waive the requirement in Section 5.16 of the Credit Agreement that Refinancing Term Loans be in an aggregate amount of $5,000,000 or any whole multiple of 1,000,000 in excess thereof.

SECTION 8.     Reference to and Effect on the Credit Agreement and the Loan Documents .

(a) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “herein,” “hereto”, “hereof” and “hereunder” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Agreement.

(b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Without limiting the generality of the foregoing, the Security Documents in effect immediately prior to the date hereof and all of the Collateral described therein in existence immediately prior to the date hereof do and shall continue to secure the payment of all Obligations of the Credit Parties under the Loan Documents, in each case, as amended by this Agreement.

SECTION 9.     Acknowledgement and Reaffirmation . Each Credit Party (a) consents to this Agreement and agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, any of the Loan Documents to which it is a party, (b) confirms and reaffirms its obligations under each of the Loan Documents to which it is a party and (c) agrees that each of the Loan Documents to which it is a party remains in full force and effect and is hereby ratified and confirmed.

SECTION 10.     Costs and Expenses . The Borrower hereby reconfirms its obligations pursuant to Section 12.3(a) of the Credit Agreement to pay and reimburse the Administrative Agent in accordance with the terms thereof.

SECTION 11.     Governing Law . This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 12.     Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

[Signature pages to follow]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

BORROWER AND GUARANTORS :

SWITCH, LTD., as Borrower

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

    

NV NAP 2, LLC, as a Subsidiary Guarantor

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

NV NAP 7, LLC, as a Subsidiary Guarantor

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

NV NAP 8, LLC, as a Subsidiary Guarantor

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

NV NAP 9, LLC, as a Subsidiary Guarantor

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

SUPERNAP RENO, LLC, as a Subsidiary Guarantor

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

SINAP - TIX, LLC, as a Subsidiary Guarantor

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

SWITCH BUSINESS SOLUTIONS, LLC, as a     Subsidiary Guarantor

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

MI GRR, LLC, as a Subsidiary Guarantor

By: /s/ Gabriel Nacht

Name: Gabriel Nacht

Title: Chief Financial Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, an Issuing Lender, and a Revolving Credit Lender

By: /s/ Olga E. Wisnicky

    Name: Olga E. Wisnicky

    Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Term B-1 Lender

By: /s/ Jeffrey M. Graci

    Name: Jeffrey M. Graci

    Title: Managing Director

BMO HARRIS BANK, N.A., as Revolving Credit Lender

By: /s/ Michael Kus

    Name: Michael Kus

    Title: Managing Director

GOLDMAN SACHS BANK USA, N.A, as Revolving Credit Lender

By: /s/ Thomas M. Manning

Name: Thomas M. Manning
Title: Authorized Signatory

JPMORGAN CHASE BANK, N.A., as Revolving Credit Lender

By: /s/ Kyle Becton

    Name: Kyle Becton

    Title: Executive Director

CITIZENS BANK, N.A., as Revolving Credit Lender

By: /s/ Christopher J. DeLauro

    Name: Christopher J. DeLauro

    Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as Revolving Credit Lender

By: /s/ Anthony Friel

    Name: Anthony Friel

    Title: VP

CITIBANK, N.A., as Revolving Credit Lender

By: /s/ Keith Lukasavich

    Name: Keith Lukasavich

    Title: Vice President and Managing Director

CREDIT SUISSE AG, as Revolving Credit Lender

By: /s/ Vipul Dhadda

    Name: Vipul Dhadda

    Title: Authorized Signatory

By: /s/ Karim Rahimtoola

    Name: Karim Rahimtoola

    Title: Authorized Signatory

PNC BANK, NATIONAL ASSOCIATION, as Revolving Credit Lender

By: /s/ Matthew D. Meister

    Name: Matthew D. Meister

    Title: Vice President

BOKF, NA dba BANK OF ARIZONA, as Revolving Credit Lender

By: /s/ Margaret DelBrocco

    Name: Margaret DelBrocco

    Title: Senior Vice President

ZB, NA, D/B/A NEVADA STATE BANK, as Revolving Credit Lender

By: /s/ Vanessa Teeter

    Name: Vanessa Teeter

    Title: Vice President

CITY NATIONAL BANK, as Revolving Credit Lender

By: /s/ Garen Papazyan

    Name: Garen Papazyan

    Title: Senior Vice President

EXHIBIT A to First Amendment

Lender Consent

(See Attached)

CONSENT TO FIRST AMENDMENT

 

CONSENT (this “  Consent   ”) to the First Amendment to Amended and Restated Credit Agreement, to be dated on or about December 28, 2017 (the “  Amendment   ”), to the Amended and Restated Credit Agreement dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of the Amendment, the “ Credit Agreement ”) by and among SWITCH, LTD., a Nevada limited liability company (the “ Borrower ”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below) party hereto, certain of the Lenders referred to below, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “ Administrative Agent ”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning given to such term in the Credit Agreement or the Amendment.

Term Loan Lenders

By its signature below, the undersigned hereby (a) consents and agrees to the terms of the Amendment, (b) acknowledges that it has received a copy of the Amendment and (c) authorizes the Administrative Agent, pursuant to authority granted to the Administrative Agent under the Credit Agreement, to execute the Amendment on its behalf as if it were a party thereto.

( check ONE of the boxes below ):

Cashless Settlement Option:

Post-Effectiveness Settlement Option:

     IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

[Term B-1 Lender Signature Pages on file with the Administrative Agent]

EXHIBIT B to First Amendment

EXHIBIT F
to
Amended and Restated Credit Agreement
dated as of June 27, 2017

by and among
Switch, Ltd.,
as Borrower,
the lenders party thereto,
as Lenders,
and
Wells Fargo Bank, National Association,
as Administrative Agent

FORM OF OFFICER’S COMPLIANCE CERTIFICATE

OFFICER’S COMPLIANCE CERTIFICATE

Dated as of: _____________

The undersigned, on behalf of Switch, Ltd., a Nevada limited liability company (the “ Borrower ”), hereby certifies, solely in [his][her] capacity as [Chief Executive Officer][Chief Financial Officer][Treasurer][Controller] of the Borrower, and not in [his][her] individual or personal capacity and without personal liability, to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

1.    This certificate is delivered to you pursuant to Section 8.2 of the Amended and Restated Credit Agreement dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among the Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

2.    I have reviewed the financial statements of the Borrower and its Subsidiaries dated as of _______________ and for the _______________ period [ s ] then ended and such statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of the dates indicated and the results of their operations and cash flows for the period [ s ] indicated; [subject to customary year-end adjustments and the absence of footnotes] ¹ .

3.    During the accounting period covered by the financial statements referred to in Paragraph 2 above, [no Default or Event of Default has occurred and no Default or Event of Default is continuing as of the date of this certificate], nor do I have any knowledge of the existence of any such condition or event as at the date of this certificate [ except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto ] .

4.    As of the date of this certificate, the Applicable Margin for the Revolving Credit Facility, the Available Amount and the calculations determining such figures are set forth on the attached Schedule 1 ; the Borrower and its Subsidiaries are in compliance with the Financial Covenant as shown on such Schedule 1 .

5.    The attached Schedule 2 sets forth the names of each Immaterial Subsidiary as of the date of this certificate and each such Subsidiary listed on the attached Schedule 2 meets the requirements set forth in the definition of “Immaterial Subsidiary” in the Credit Agreement, as shown by the calculations set forth on the attached Schedule 2 .

[Signature Page Follows]

WITNESS the following signature as of the day and year first written above.

                        

Schedule 1
to
Officer’s Compliance Certificate

For the Quarter/Year ended                          (the “ Statement Date ”)

A.     Section 9.14    Consolidated Total Leverage Ratio and Applicable Margin

(I)    Consolidated Total Indebtedness as of the Statement Date:        $__________

(II)    Consolidated EBITDA for the fiscal quarter ending on or

immediately prior to the Statement Date:                        

(1)    Consolidated Net Income for such period            $__________

(2)    The following amounts, without duplication, to the extent

deducted in determining Consolidated Net Income for

such period:                            $__________

        

period:                            $__________

(b)    Consolidated Interest Expense for such period:        $__________

(f)    Net after-tax losses on Asset Dispositions other

than in the ordinary course of business during

such period:                        $__________

(g)    Transaction Costs payable during such period:        $__________

(b)    Any extraordinary gains during such period:        $__________

minus (5)):                            $__________

(III)    Line A.(I) divided by Line A.(II)(7):                     ____ to 1.00

    

(IV)    Maximum permitted Consolidated Total Leverage Ratio as set

forth in Section 9.14 of the Credit Agreement                6.00 ² to 1.00

(V)    In Compliance?                                 Yes/No

(VI)    Applicable Margin (Revolving Credit Facility)        Pricing Level (see below) __

B.     Available Amount

(I)    An amount equal to, without duplication:

(1)    $50,000,000:                            $50,000,000

(2)    An amount, not less than zero in the aggregate, determined

    on a cumulative basis equal to the aggregate sum of:

(a)    Excess Cash Flow for each Excess Cash Flow

(3)    In each case to the extent such amounts are received by the

Borrower or any Subsidiary during the period from the

Closing Date through and including the Statement Date: ³

(a)    the Net Cash Proceeds of any issuance of Qualified

Equity Interests of the Borrower:            $__________

(b)    cash contributions:                     $__________

(c)    the fair market value, as reasonably

determined by the Borrower, of Cash

Equivalents, marketable securities or

other property, in each case, received

(4)    The net cash proceeds received by the Borrower or any

Subsidiary during the period from the Closing Date through

and including the Statement Date in connection with:

(a)    cash returns, cash profits, cash distributions

and similar cash amounts, including cash

principal repayments of loans, in each case

received in respect of any Investment

originally made using the Available Amount

after the Closing Date:                $__________

(b)    sales of Investments that were originally

made using the Available Amount (in each

case, in an amount not to exceed the original

amount of such Investment):                 $__________

    

(c)    Line B.(I)(4)(a) plus (b):         `        $__________

(5)    The aggregate amount of Retained Declined

Proceeds during such period:                     $__________

(II)    the sum of, without duplication, all usage of the Available

Amount pursuant to Sections 9.3(m), 9.6(f) and 9.9(b)(iv)

of the Credit Agreement on or prior to the Statement Date:         $__________

(III)    Available Amount: Line B(I)(1) plus (2)(c) plus (3)(d)

plus (4)(c) plus (5) minus B.(II):                     $__________

Schedule 2
to
Officer’s Compliance Certificate

[to be attached]

By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “ Agreement ”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.

GENERAL

1.1      Award of RSUs and Dividend Equivalents .

(a)      The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”). Each RSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.

(b)      The Company hereby grants to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “ Dividend Equivalent Account ”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid. Any Dividend Equivalents granted in connection with the RSUs issued hereunder, and any amounts that may become distributable in respect thereof, shall be treated separately from such RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A.

1.2      Incorporation of Terms of Plan . The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3      Unsecured Promise . The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

1.4      Defined Terms.

(a)      “ Cause ”   shall mean “Cause” as defined in an applicable employment agreement, or if no such agreement exists or no definition for “Cause” (or similar term) is contained in such agreement, shall mean the occurrence of any one or more of the following events unless, to the extent capable of correction, Participant fully corrects the circumstances constituting Cause within 30 days after receipt of a notice of termination:

(i)      Participant’s willful failure to substantially perform his duties with the Company and its Affiliates (other than any such failure resulting from Participant’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a notice of termination for Good Reason), after a written demand for performance is delivered to Participant by the Board, which demand specifically identifies the manner in which the Board believes that Participant has not performed his duties;

(ii)      Participant’s commission of an act of fraud or material dishonesty resulting in reputational, economic or financial injury to the Company and its Affiliates;

(iii)      Participant’s commission of, including any entry by Participant of a guilty or no contest plea to, a felony or other crime involving moral turpitude;

(iv)      a material breach by Participant of his fiduciary duty to the Company and its Affiliates which results in reputational, economic or other injury to the Company and its Affiliates; or

(v)      Participant’s material breach of Participant’s obligations under a written agreement between the Company (or an Affiliate) and Participant, including without limitation, a material breach of the Fifth Amended and Restated Operating Agreement of Switch, Ltd.

(b)      “ Good Reason ” shall mean “Good Reason” as defined in an applicable employment agreement, or if no such agreement exists or no definition for “Good Reason” (or similar term) is contained in such agreement, shall mean the occurrence of any one or more of the following events without Participant’s prior written consent, unless the Company and its Affiliates fully correct the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below:

(i)      a material diminution in Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company and its Affiliates promptly after receipt of notice thereof given by Participant;

(ii)      the Company’s (or its Affiliate’s) material reduction of Participant’s base salary, as the same may be increased from time to time;

(iii)      a material change in the geographic location at which Participant must perform his services which shall, in any event, include only a relocation by more than 25 miles from its existing location as of the Grant Date; or

(iv)      the Company’s (or its Affiliate’s) material breach of this Agreement.

Notwithstanding the foregoing, Participant will not be deemed to have resigned for Good Reason unless (1) Participant provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by Participant to constitute Good Reason within 60 days after the date of the occurrence of any event that Participant knows or should reasonably have known to constitute Good Reason, (2) the Company (or an Affiliate) fails to cure (to the extent capable of cure) such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of Participant’s termination for Good Reason occurs no later than 60 days after the expiration of such cure period.

(c)      “ Qualifying Termination ” shall mean a termination of Participant’s service with the Company and its Affiliates by the Company (or an Affiliate) without Cause, by Participant for Good Reason or due to Participant’s death or disability.

ARTICLE II.

VESTING; FORFEITURE AND SETTLEMENT

2.1      Vesting; Forfeiture .

(a)      Subject to Sections 2.1(b) and 2.1(c), (i) the RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated and (ii) in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited.

(b)      If a Qualifying Termination occurs, then any then-unvested RSUs will vest in full, subject to Participant’s timely execution and non-revocation of a general release of claims against the Company and its Affiliates in a form prescribed by the Company in its sole discretion.

(c)      If either a Change in Control and/or Sale of the Company (as defined in the Fourth Amended and Restated Operating Agreement of Switch, Ltd.) occurs, and Participant remains in continuous service with the Company and its Affiliates until immediately prior to such event, then any then-unvested RSUs will vest in full as of immediately prior to such event.

(d)      Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

2.2      Settlement .

(a)      RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than 60 days after the RSU’s vesting date.

(b)      Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(c)      If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the day immediately preceding the payment date.

ARTICLE III.

TAXATION AND TAX WITHHOLDING

3.1      Representation . Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this

Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2      Tax Withholding .

(a)      The Company shall withhold, or cause to be withheld, Shares otherwise vesting or issuable under this Award (including the RSUs or Dividend Equivalents) in satisfaction of any applicable withholding tax obligations. The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.

(b)      Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs or Dividend Equivalents. Neither the Company nor any Affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Affiliates do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

ARTICLE IV.

OTHER PROVISIONS

4.1      Adjustments . Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2      Notices . Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3      Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4      Conformity to Securities Laws . Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5      Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6      Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7      Entire Agreement . The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. The parties acknowledge that the consideration set forth in this Agreement is in full satisfaction of the obligations of Switch, Ltd. under Section 5.4.2 of that certain LTIP Incentive Unit Award Agreement by and between Participant and Switch, Ltd. effective as of September 7, 2017.

4.8      Agreement Severable . In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9      Limitation on Participant’s Rights . Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

4.10      Not a Contract of Employment . Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Affiliate or interferes with or restricts in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.

4.11      Counterparts . The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

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