EXECUTION COPY

FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 20, 2014 (this
“Amendment”), is by and among INTRALINKS, INC., as Borrower (the “Borrower”),
INTRALINKS HOLDINGS, INC., INTRALINKS INTERNATIONAL HOLDINGS LLC and DOCTRACKR,
INC., as Guarantors (collectively, the “Guarantors” and together with the
Borrower, the “Loan Parties”) and JPMORGAN CHASE BANK, N.A., as Lender (the
“Lender”).
WHEREAS, the Loan Parties have entered into that certain Credit Agreement dated
as of February 24, 2014 with the Lender (as amended, restated, modified or
supplemented from time to time, the “Credit Agreement”), pursuant to which the
Lender agreed, subject to the terms and conditions set forth therein, to make
certain loans to the Borrower; and
WHEREAS, in accordance with Section 2.08(d) of the Credit Agreement, the
Borrower has made a Revolving Commitment Increase Request for a $5,000,000
increase in the Revolving Commitment and the Lender has agreed, on the terms set
forth herein, to increase the Revolving Commitment by $5,000,000; and


WHEREAS, the Borrower has requested and the Lender has agreed, on the terms set
forth herein, to amend certain other provisions of the Credit Agreement as set
forth herein.


NOW, THEREFORE, in consideration of the foregoing and the agreements contained
herein, the parties hereby agree as follows:
1.Capitalized Terms. Capitalized terms used but not defined herein shall have
the meanings set forth in the Credit Agreement.
2.    Amendments. Subject to the satisfaction of the conditions precedent set
forth in Section 5 and in reliance on the representations, warranties and
covenants set forth in Section 3 below, the Borrower and the Lender agree that
the Credit Agreement is hereby amended as follows:
(a)    The definitions of “Anti-Money Laundering Laws”, “Collateral Documents”,
Collection Account”, “Eligible Accounts”, “Excluded Account”, “Governmental
Authority”, LIBO Rate”, “Person” and “Revolving Commitment” set forth in Section
1.01 of the Credit Agreement are hereby deleted in their entirety and replaced
with the following:
“Anti-Money Laundering Laws” means, collectively, all applicable financial
recordkeeping and reporting statutes, including those of the Bank Secrecy Act,
as amended, and the applicable anti-money laundering statutes and anti-bribery
statutes of jurisdictions where Holdings and its Subsidiaries conduct business
(including the Foreign Corrupt Practices Act, as amended, and rules and
regulations thereunder), or to which Holdings and its Subsidiaries are otherwise
subject, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any governmental
agency or European supranational body.
“Collateral Documents” means, collectively, the Security Agreement, the U.K.
Bank Account Charge and any other agreements, instruments and documents executed
in connection with this Agreement that are intended to create, perfect or
evidence Liens to secure the Secured Obligations, including, without limitation,
all other security agreements,




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pledge agreements, mortgages, deeds of trust, pledges, collateral assignments,
and financing statements now or hereafter executed by the Borrower or any
Subsidiary and delivered to the Lender in each case that are intended to create,
perfect or evidence Liens to secure the Secured Obligations.
“Collection Account” means the accounts at JPMorgan Chase Bank, N.A., so
designated by the Lender, in a written notice delivered to the Borrower, to be
the “Collection Accounts”, to which funds on deposit in Deposit Accounts (other
than Excluded Accounts) maintained by the Loan Parties with the Cash Management
Bank and all collections and other payments received in respect of the Accounts
of the Loan Parties by the Cash Management Bank shall be remitted at all times
during a Cash Dominion Period.
“Eligible Accounts” means, at any time, the Accounts of the Borrower which the
Lender determines in its Permitted Discretion are eligible as the basis for the
extension of Revolving Loans and the issuance of Letters of Credit. Without
limiting the Lender’s discretion provided herein, Eligible Accounts shall not
include any Account:
(a)    which is not subject to a first priority perfected security interest in
favor of the Lender;
(b)    which is subject to any Lien other than (i) a Lien in favor of the Lender
and (ii) a Permitted Encumbrance which does not have priority over the Lien in
favor of the Lender;
(c)    (i) which is unpaid more than 120 days after the date of the original
invoice therefor (“Overage”) (when calculating the amount under this clause (i),
for the same Account Debtor, the Lender shall include the net amount of such
Overage and add back any credits, but only to the extent that such credits do
not exceed the total gross receivables from such Account Debtor), or (ii) which
has been written off the books of the Borrower or otherwise designated as
uncollectible;
(d)    which is owing by an Account Debtor for which more than 50% of the
Accounts owing from such Account Debtor and its Affiliates are ineligible
pursuant to clause (c) above;
(e)    which is owing by an Account Debtor to the extent the aggregate amount of
Accounts owing from such Account Debtor and its Affiliates to the Borrower
exceeds 15% of the aggregate Eligible Accounts;
(f)    with respect to which any covenant, representation, or warranty contained
in this Agreement or in the Security Agreement and expressly applicable to such
Account has been breached or is not true;
(g)    which (i) does not arise from the performance of services in the ordinary
course of business, (ii) is not evidenced by an invoice or other documentation
satisfactory to the Lender which has been sent to the Account Debtor (provided
that, the Lender, in its Permitted Discretion, may from time to time by written
notice to the Borrower permit the Borrower to include as “Eligible Accounts”
certain unbilled Accounts), (iii) represents a progress billing, (iv) is
contingent upon the Borrower’s completion of any further performance, (v)
represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale

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on approval, consignment, cash-on-delivery or any other repurchase or return
basis, or (vi) relates to payments of interest;
(h)    for which the services giving rise to such Account have not been
performed by the Borrower or if such Account was invoiced more than once;
(i)    with respect to which any check or other instrument of payment has been
returned uncollected for any reason;
(j)    which is owed by an Account Debtor which has (i) applied for, suffered,
or consented to the appointment of any receiver, custodian, trustee,
administrator, administrative receiver, compulsory manager, liquidator or other
similar officer of its assets, (ii) had possession of all or a material part of
its property taken by any receiver, custodian, trustee, liquidator or other
similar officer, (iii) filed, or had filed against it, any request or petition
for liquidation, reorganization, arrangement, administration or reorganization
(by way of voluntary arrangement, scheme of arrangement or otherwise) adjustment
of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case
under any national, European, state or federal bankruptcy or insolvency laws,
(iv) admitted in writing its inability, or is generally unable to, pay its debts
as they become due, (v) become or has been deemed insolvent, or (vi) ceased
operation of its business;
(k)    which is owed by any Account Debtor which has sold all or substantially
all of its assets;
(l)    which is owed by an Account Debtor which (i) does not maintain a
significant place of business in the U.S., Canada or an Eligible Foreign
Jurisdiction or (ii) is not organized under applicable law of the U.S., any
state of the U.S. or the District of Columbia, Canada, any province of Canada or
an Eligible Foreign Jurisdiction unless in any such case, such Account is backed
by a Letter of Credit acceptable to the Lender which is in the possession of,
and is directly drawable by, the Lender;
(m)    which is owed in any currency other than U.S. dollars, Euros or Sterling;
(n)    which is owed by (i) any Governmental Authority of any country other than
the U.S. unless such Account is backed by a Letter of Credit acceptable to the
Lender which is in the possession of, and is directly drawable by, the Lender,
or (ii) any Governmental Authority of the U.S., or any department, agency,
public corporation, or instrumentality thereof, unless the Federal Assignment of
Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et
seq.), and any other steps necessary to perfect the Lien of the Lender in such
Account have been complied with to the Lender’s satisfaction;
(o)    which is owed by any Affiliate of any Loan Party or any employee,
officer, director, agent or stockholder of any Loan Party or any of its
Affiliates;
(p)    which, for any Account Debtor, exceeds a credit limit determined by the
Lender in its Permitted Discretion, to the extent of such excess;
(q)    which is subject to any counterclaim, deduction, defense, setoff,
dispute, security, deposit, progress payment, retainage or other similar advance
(including, without limitation, subscription fees, access fees, or similar
advance payments, and other amounts

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which the Borrower or its Subsidiaries may record as “deferred revenue” on its
or their balance sheets) made by or for the benefit of an Account Debtor, or
which is owed by an Account Debtor or any Affiliate of such Account Debtor to
which the Borrower or any of its Subsidiaries is indebted, but only to the
extent of such counterclaim, deduction, defense, setoff, dispute, security,
deposit, progress payment, retainage, advance or indebtedness;
(r)    which is evidenced by any promissory note, chattel paper, or instrument;
(s)    which is owed by an Account Debtor located in any jurisdiction which
requires filing of a “Notice of Business Activities Report” or other similar
report in order to permit the Borrower to seek judicial enforcement in such
jurisdiction of payment of such Account, unless the Borrower has filed such
report or qualified to do business in such jurisdiction;
(t)    with respect to which the Borrower has made any agreement with the
Account Debtor for any reduction thereof, other than discounts and adjustments
given in the ordinary course of business and then only to the extent of any such
discount or adjustment, or any Account which was partially paid and the Borrower
created a new receivable for the unpaid portion of such Account;
(u)    which does not comply in all material respects with the requirements of
all applicable laws and regulations, whether European, national, Federal, state
or local, including without limitation the Federal Consumer Credit Protection
Act, the Federal Truth in Lending Act and Regulation Z of the Board;
(v)    which the Lender determines may not be paid by reason of the Account
Debtor’s inability to pay or which the Lender otherwise determines in its
Permitted Discretion is unacceptable;
(w)    which is subject to any limitation on security or other restriction
(whether arising by operation of law, by agreement or otherwise) which would
under the governing law of the contract have the effect of restricting the
creation of security in favor of the Lender; or
(x)    as to which the contract or agreement underlying such Account is governed
by the laws of any jurisdiction other than the U.S., any state of the U.S. or
the District of Columbia, Canada, any province of Canada or any Eligible Foreign
Jurisdiction;
provided, that (1) with respect to any Account owed by an Eligible Foreign
Account Debtor, such Account will not constitute an Eligible Account unless the
Account Debtor has been instructed to remit payment in respect of such Account
directly to a Deposit Account of the Borrower that is subject to a Control
Agreement and is maintained either (x) with the Cash Management Bank in the
United States or (y) with JPMorgan Chase Bank, N.A. or one of its affiliates, in
the United Kingdom (except that, for a period of 180 days following the First
Amendment Effective Date, Accounts owed from Eligible Foreign Account Debtors
that have been instructed to remit payments to the HSBC U.K. Remittance Accounts
shall not be excluded from Eligible Accounts pursuant to this proviso (1)(y)),
and (2) notwithstanding anything to the contrary set forth herein, the aggregate
amount of Accounts owed by Eligible Foreign Account Debtors that may be included
as Eligible Accounts at

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any time shall not exceed 50% of the aggregate amount of all Eligible Accounts
at such time.
In the event that an Account which was previously an Eligible Account ceases to
be an Eligible Account hereunder, the Borrower shall notify the Lender thereof
on and at the time of submission to the Lender of the next Borrowing Base
Certificate. In determining the amount of an Eligible Account, the face amount
of an Account may, in the Lender’s Permitted Discretion, be reduced by, without
duplication, to the extent not reflected in such face amount, (i) the amount of
all accrued and actual discounts, claims, credits or credits pending,
promotional program allowances, price adjustments, finance charges or other
allowances (including any amount that the Borrower may be obligated to rebate to
an Account Debtor pursuant to the terms of any agreement or understanding
(written or oral)) and (ii) the aggregate amount of all cash received in respect
of such Account but not yet applied by the Borrower to reduce the amount of such
Account.
“Excluded Account” means, collectively, (a) any Deposit Account of any Loan
Party which is used exclusively for the payment of payroll, payroll taxes,
employee benefits or escrow deposits, to maintain client postage advances, or
subject to a Lien permitted by Section 6.02(j), (b) any Deposit Account or
Securities Account of any Foreign Subsidiary, (c) any Deposit Account of any
Loan Party that is located in a jurisdiction other than the United States or
Canada (provided that (i) the Borrower shall be required to obtain a Control
Agreement with respect to the JPMorgan U.K. Remittance Accounts and the JPMorgan
UK Disbursement Accounts, and (ii) with respect to any other Deposit Account
located in a jurisdiction other than the United States or Canada with a
principal balance over $1,000,000, the Loan Parties will use commercially
reasonable efforts to obtain a Deposit Account Control Agreement with respect to
such Deposit Account or the Loan Parties shall close such Deposit Account and
transfer all funds therein to a Deposit Account either maintained at a local
branch of JPMorgan Chase Bank, N.A. or otherwise subject to a Control
Agreement), (d) any Deposit Account of any Loan Party which is used exclusively
as a zero balance account, for withholding taxes or to hold funds in trust for
third parties (other than a Loan Party), and (e) any other Deposit Account of
any Loan Party that is located in the United States or Canada, so long as (i)
the principal balance on deposit in any such Deposit Account that is located in
the United States or Canada does not at any time exceed $100,000 for more than
three (3) consecutive Business Days, and (ii) the aggregate principal balance on
deposit in all such Deposit Accounts that are located in the United States and
Canada does not at any time exceed $500,000 for more than three (3) consecutive
Business Days.
“Governmental Authority” means the government of the U.S., any other nation or
any political subdivision thereof, whether state or local, the European Central
Bank, the Council of Ministers of the European Union and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity (including
any European supranational body) exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.
“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable
Interest Period, the London interbank offered rate administered by ICE Benchmark
Administration Limited (or any other Person that takes over the administration
of such rate for Dollars) for a period equal in length to such Interest Period
as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event
such rate does not appear on

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a Reuters page or screen, on any successor or substitute page on such screen
that displays such rate, or on the appropriate page of such other information
service that publishes such rate as shall be selected by the Lender from time to
time in its reasonable discretion (the “LIBO Screen Rate”) at approximately
11:00 a.m., London time, two (2) Business Days prior to the commencement of such
Interest Period; provided that, (x) if any LIBO Screen Rate shall be less than
zero, such rate shall be deemed to be zero for purposes of this Agreement and
(y) if the LIBO Screen Rate shall not be available at such time for a period
equal in length to such Interest Period (an “Impacted Interest Period”), then
the LIBO Rate shall be the Interpolated Rate at such time, subject to Section
2.13 in the event that the Lender shall conclude that it shall not be possible
to determine such Interpolated Rate (which conclusion shall be conclusive and
binding absent manifest error); provided, that, if any Interpolated Rate shall
be less than zero, such rate shall be deemed to be zero for purposes of this
Agreement. Notwithstanding the above, to the extent that “LIBO Rate” or
“Adjusted LIBO Rate” is used in connection with a CBFR Borrowing, such rate
shall be determined as modified by the definition of Adjusted One Month LIBOR
Rate.
“Person” means any natural person, corporation, company, limited liability
company, trust, joint venture, association, company, partnership, limited
partnership, limited liability partnership, Governmental Authority or other
entity.
“Revolving Commitment” means the commitment of the Lender to make Revolving
Loans and issue Letters of Credit hereunder. During the period from the
Effective Date through the First Amendment Effective Date, the Revolving
Commitment shall equal $10,000,000. Effective from and after the First Amendment
Effective Date, the Revolving Commitment shall equal $15,000,000, subject to
further increase pursuant to Section 2.08.
(b)    Section 1.01 of the Credit Agreement is hereby further amended by adding
the following new definitions thereto in appropriate alphabetical order:
“Eligible Foreign Jurisdictions” means each of Belgium, France, Germany, Italy,
the Netherlands, Spain, Switzerland and the United Kingdom.
“Eligible Foreign Account Debtor” means an Account Debtor of the Borrower which
(i) maintains a significant place of business in an Eligible Foreign
Jurisdiction or is organized under the applicable law of an Eligible Foreign
Jurisdiction and (ii) does not maintain a significant place of business in the
U.S. or Canada and is not organized under the applicable law of the U.S., any
state of the U.S. or the District of Columbia, Canada or any province of Canada.
“Euro” means the single currency of the Participating Member States.
“First Amendment” means the First Amendment to Credit Agreement dated as of June
20, 2014 by and among the Borrower, the Guarantors and the Lender.
“First Amendment Effective Date” means the “First Amendment Effective Date” as
so specified in the First Amendment.
“HSBC U.K. Remittance Accounts” means those two Deposit Accounts of the Borrower
maintained at HSBC Bank that have been designated with account numbers ending
with the digits “5438” and “6025”.

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“JPMorgan U.K. Disbursement Accounts” means those two Deposit Accounts of the
Borrower established with JPMorgan Chase Bank, N.A., London Branch in the United
Kingdom, used by the Borrower as disbursement accounts and that have been
designated with account number ending with the digits “5445” and “5447”.
“JPMorgan U.K. Remittance Accounts” means those two Deposit Accounts of the
Borrower established with JPMorgan Chase Bank, N.A., London Branch in the United
Kingdom, to which the Borrower has instructed (or will be instructing) Eligible
Foreign Account Debtors to remit payments in respect of Accounts, and that have
been designated with account numbers ending with the digits “5444” and “5446”.
“Participating Member State” means any member state of the European Union that
has the Euro as its lawful currency in accordance with legislation of the
European Union relating to Economic and Monetary Union.
“Sterling” means the lawful currency of the United Kingdom.
“U.K. Bank Account Charge” means the bank account charge governed by English law
dated June 20, 2014 between the Lender and the Borrower.
(c)    Section 2.09(b) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:
“(b)    At all times during a Cash Dominion Period, on each Business Day, the
Lender shall apply all funds credited to the Collection Account on such Business
Day or the immediately preceding Business Day (at the discretion of the Lender,
whether or not immediately available) first to prepay any Protective Advances
that may be outstanding until paid in full, and second to prepay the Revolving
Loans until paid in full and to cash collateralize outstanding LC Exposure in an
amount equal to 105% of the LC Exposure as of such date, and third at the
direction of the Borrower. In the event and to the extent that any amounts
remain unapplied as a result of a mismatch between the currencies of the amounts
in a Collection Account and the currencies in which the outstanding Protective
Advances, Revolving Loans and/or LC Exposure are denominated, the Borrower shall
be deemed to have requested the Lender to convert at its spot rate of exchange
any such excess funds to dollars and apply such converted amounts to such
outstanding Protective Advances, Revolving Loans and/or to cash collateralize
outstanding LC Exposure.”
(d)    Section 2.17(b) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:
“(b)    Subject to the terms of the Intercreditor Agreement, any proceeds of
Collateral received by the Lender (i) not constituting either (A) a specific
payment of principal, interest, fees or other sum payable under the Loan
Documents (which shall be applied as specified by the Borrower), (B) a mandatory
prepayment (which shall be applied in accordance with Section 2.10) or (C)
amounts to be applied from the Collection Account when a Cash Dominion Period is
in effect (which shall be applied in accordance with Section 2.09(b)) or (ii)
after an Event of Default has occurred and is continuing and the Lender so
elects, shall be applied ratably first, to pay any fees, indemnities, or expense
reimbursements including amounts then due to the Lender from the Borrower (other
than in connection with

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Banking Services Obligations or Swap Agreement Obligations), second, to pay
interest due in respect of Protective Advances, third, to pay the principal of
Protective Advances, fourth, to pay interest then due and payable on the Loans
(other than Protective Advances), fifth, to prepay principal on the Loans (other
than Protective Advances) and unreimbursed LC Disbursements, sixth, to pay an
amount to the Lender equal to one hundred five percent (105%) of the aggregate
undrawn face amount of all outstanding Letters of Credit, to be held as cash
collateral for such Obligations, seventh, to payment of any amounts then due
with respect to Banking Services Obligations and Swap Agreement Obligations, and
eighth, to the payment of any other Secured Obligation due to the Lender by the
Borrower. In the event that any proceeds of Collateral are received by the
Lender in a currency other than dollars, the Lender may convert, at its spot
rate of exchange, such proceeds into dollars. The Lender shall under no
circumstances be liable for any shortfall of amounts falling under categories
“first” to “eighth” below as a result of such conversion. Notwithstanding the
foregoing, amounts received from any Loan Party shall not be applied to any
Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the
contrary contained in this Agreement, unless so directed by the Borrower, or
unless a Default is in existence, the Lender shall not apply any payment which
it receives to any Eurodollar Loan of a Class, except (a) on the expiration date
of the Interest Period applicable thereto or (b) in the event, and only to the
extent, that there are no outstanding CBFR Loans of the same Class and, in any
such event, the Borrower shall pay the break funding payment required in
accordance with Section 2.15. The Lender shall have the continuing and exclusive
right to apply and reverse and reapply any and all such proceeds and payments to
any portion of the Secured Obligations.”
(e)    Section 5.11(c) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:
“(c)    At all times during the continuance of a Cash Dominion Period (i) the
Cash Management Bank shall be required to remit to the relevant Collection
Account of like currency on a daily basis (A) all available funds on deposit in
any Deposit Account (other than an Excluded Account) maintained by the Loan
Parties with the Cash Management Bank, (B) collections and other similar
payments relating to or constituting payments made in respect of Accounts of the
Loan Parties received by the Cash Management Bank, including any such items
remitted to any Deposit Account which is subject to a Control Agreement and
maintained or controlled by the Cash Management Bank, and (C) if so requested by
the Lender, Cash and Cash Equivalents held in Securities Accounts, and (ii) the
Loan Parties shall take all actions requested by the Lender to cause all
proceeds of Accounts of the Loan Parties received by the Loan Parties or any
Person other than the Lender or the Cash Management Bank to promptly remit such
proceeds to the relevant Collection Account of like currency.”
(f)    Section 6.04(k) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:
“(k)    Permitted Acquisitions and other investments (including investments by
Loan Parties in Foreign Subsidiaries and in other Subsidiaries that are not
Guarantors) made after the Effective Date, provided that (i) the aggregate
amount of proceeds of Revolving Loans used to fund all such Permitted
Acquisitions and other investments made after the Effective Date shall not
exceed $3,750,000, (ii) such Permitted Acquisition or investment shall be
permitted under the Term Loan Documents, and (iii) no such Permitted Acquisition

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shall be consummated, and no such investment shall be made, unless (x) at the
time of and after giving effect to such Permitted Acquisition or investment, no
Default or Event of Default shall have occurred and be continuing, and (y) (1)
during the period of ninety consecutive days prior to the consummation of such
Permitted Acquisition or the making of such investment and (2) immediately after
giving effect to the consummation of such Permitted Acquisition and the making
of such investment, Available Liquidity shall equal or exceed $10,000,000;”
3.    No Default; Representations and Warranties, Etc. The Loan Parties hereby
represent, warrant and confirm that: (a) the representations and warranties of
the Loan Parties contained in the Credit Agreement are true and correct in all
material respects on and as of the date hereof as if made on such date (except
to the extent that such representations and warranties expressly relate to or
are stated to have been made as of an earlier date, in which case, such
representations and warranties shall be true and correct in all material
respects as of such earlier date); (b) prior to and after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing; (c)
the execution, delivery and performance by the Loan Parties of this Amendment
and all other documents, instruments and agreements executed and delivered in
connection herewith or therewith (i) have been duly authorized by all necessary
corporate, partnership or limited liability action on the part of the Loan
Parties, (ii) do not violate, conflict with or result in a default under and
will not violate or conflict with or result in a default under any applicable
law or regulation, any term or provision of the organizational documents of any
Loan Party or Subsidiary or any term or provision of any material indenture,
agreement or other instrument binding on any Loan Party or Subsidiary or any of
its assets, and (iii) do not require the consent of any Person which has not
been obtained; and (d) this Amendment is the legal, valid and binding obligation
of the Loan Parties, enforceable against the Loan Parties in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally or by equitable principles.
4.    Ratification, Confirmation and Acknowledgment. The Loan Parties hereby
ratify and confirm all of the terms and provisions of the Credit Agreement and
the other Loan Documents and agree that all of such terms and provisions, as
amended hereby, remain in full force and effect. Without limiting the generality
of the foregoing, the Loan Parties hereby acknowledge and confirm that, after
giving effect to the amendments to the Credit Agreement pursuant to this
Amendment (including the increase in the Revolving Commitment), the “Secured
Obligations” under and as defined in the Security Agreement are valid and
enforceable and are secured by and entitled to the benefits of the Security
Agreement and the other Loan Documents and the Loan Parties hereby ratify and
confirm the grant of the liens and security interests in the Collateral in favor
of the Lender, pursuant to the Security Agreement and the other Loan Documents,
as security for the Secured Obligations. The Lender hereby acknowledges that, in
accordance with Section 2.08(d) of the Credit Agreement and effective from and
after the First Amendment Effective Date, the Revolving Commitment has been
increased by $5,000,000 and shall equal $15,000,000, subject to further increase
pursuant to Section 2.08.
5.    Certain Conditions to this Amendment. This Amendment shall become
effective as of the first date (the “First Amendment Effective Date”) on which
each of the following conditions precedent shall have been satisfied:
(a)    Counterparts of Amendment. The Lender shall have received from each party
hereto either (i) a counterpart of this Amendment signed on behalf of such party
or (ii) written evidence satisfactory to the Lender (which may include telecopy
or electronic mail transmission of a signed signature page of this Amendment)
that such party has signed a counterpart of this Amendment.

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(b)    Closing Certificates; Legal Opinion. The Lender shall have received (i) a
certificate of each Loan Party, dated the First Amendment Effective Date and
executed by its Secretary or Assistant Secretary, which shall certify the
resolutions of its Board of Directors, members or other body authorizing the
execution, delivery and performance of this Amendment and (ii) a written opinion
of the Loan Parties’ counsel, addressed to the Lender, all in form and substance
reasonably satisfactory to the Lender.
(c)    Fees and Expenses. The Lender shall have received the fees payable to
Lender pursuant to that certain First Amendment Fee Letter dated as of the date
hereof, and the reasonable and documented out-of-pocket fees and expenses of
Lender’s legal counsel in the United States and in the United Kingdom in
connection with the negotiation, execution and delivery of this Amendment and
the consummation of the transaction contemplated hereunder.
(d)    U.K. Bank Account Charge. The Borrower shall have executed and delivered
to the Lender, the U.K. Bank Account Charge and all Notices of Charge (as such
term is defined in the U.K. Bank Account Charge) provided for therein. The
Lender shall have received written confirmation that the Notice of Charge of
Floating Charge Deposit Account (as such term is defined in the U.K. Bank
Account Charge) with respect to the HSBC U.K. Remittance Accounts was delivered
to and received by HSBC Bank. The Borrower, the Lender and JPMorgan Chase Bank,
N.A. or its affiliate, in the United Kingdom, acting as depositary bank, shall
have entered into a Control Agreement providing the Lender with full and
exclusive dominion and control over the JPMorgan U.K. Remittance Accounts.
6.    Affirmative Covenants.
(a)    The Borrower shall use commercially reasonable efforts to instruct its
Eligible Foreign Account Debtors to remit payments to the JPMorgan U.K.
Remittance Accounts as soon as practicable after the First Amendment Effective
Date.
(b)    Commencing on the 180th day after the First Amendment Effective Date, the
Borrower shall use commercially reasonable efforts to close the HSBC U.K.
Remittance Accounts.
7.    Miscellaneous.
(a)    Except as otherwise expressly set forth herein, nothing herein shall be
deemed to constitute an amendment, modification or waiver of any of the
provisions of the Credit Agreement or the other Loan Documents, all of which
remain in full force and effect as of the date hereof and are hereby ratified
and confirmed. The Loan Parties hereby acknowledge and agree that nothing
contained herein shall be deemed to entitle the Loan Parties to receive any
future consent to a departure from, or a waiver, amendment or modification of,
any of the terms, conditions, obligations, covenants or agreements contained in
the Loan Documents in similar or different circumstances.
(b)    This Amendment may be executed in any number of counterparts, each of
which, when executed and delivered, shall be an original, but all counterparts
shall together constitute one instrument. Delivery of an executed counterpart of
a signature page of this Amendment by facsimile or electronic mail shall be
equally effective as delivery of a manually executed counterpart of this
Amendment.
(c)    This Amendment shall be governed by the laws of the State of New York and
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

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(d)    This Amendment constitutes a “Loan Document” as such term is defined in
the Credit Agreement.
(e)    The Loan Parties agree to pay all reasonable and documented out-of-pocket
expenses (including reasonable and documented out-of-pocket legal fees and
disbursements of Lender’s counsel in the United States and in the United
Kingdom), incurred by the Lender in connection with the negotiation, execution
and delivery of this Amendment and the consummation of the transactions
contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall
be deemed to be a sealed instrument as of the date first above written.
BORROWER
INTRALINKS, INC.
By: /s/ Derek Irwin
Name: Derek Irwin
Title: Chief Financial Officer
GUARANTORS
INTRALINKS HOLDINGS, INC.
By: /s/ Derek Irwin
Name: Derek Irwin
Title: Chief Financial Officer
INTRALINKS INTERNATIONAL HOLDINGS LLC
By: INTRALINKS, INC., its Sole Member
By: /s/ Derek Irwin
Name: Derek Irwin
Title: Chief Financial Officer
DOCTRACKR, INC.




By: /s/ Frank Brunetti
Name: Frank Brunetti
Title: President
LENDER
JPMORGAN CHASE BANK, N.A.
By: /s/ Thomas G. Williams
Name: Thomas G. Williams
Title: Authorized Officer



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