EX-10.25



 Exhibit 10.25 

FIRST AMENDMENT AGREEMENT 

This First Amendment Agreement (this “Amendment”) is entered into this
16th day of June, 2015, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation
(“Benefitfocus.com”), BENEFIT INFORMATICS, INC., a Delaware corporation (“Benefit Informatics”), and BENEFITSTORE, INC., a South Carolina corporation
(“BenefitStore”, and together with the Parent, Benefitfocus.com and Benefit Informatics, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks
and other financial institutions or entities party hereto (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK, as administrative agent and collateral agent for the
Lenders (in such capacity, the “Administrative Agent”). 

RECITALS 

A. The Borrowers, the Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of
February 20, 2015 (as amended and as the same may from time to time be further amended, modified, supplemented or restated, the “Credit Agreement”), pursuant to which the Lenders have extended credit to the Borrowers for
the purposes permitted in the Credit Agreement. 
 B. The Borrowers and the Required Lenders desire to amend the Credit Agreement to
revise the definition of “Change of Control” therein. 
 C. The Required Lenders have agreed to so amend certain provisions
of the Credit Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below. 

AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1.
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Credit Agreement. 

2. Amendment to Credit Agreement. 

2.1 Section 1 (Defined Terms). The definition of “Change of Control” appearing in Section 1.1 is
hereby amended in its entirety and replaced with the following: 
 “Change of Control”: (a) at any
time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act but excluding any employee benefit plan 







 
of such person or its Subsidiaries and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than a Permitted Holder shall become, or
obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35%
or more of the ordinary voting power for the election of directors of the Parent (determined on a fully diluted basis); (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent
governing body of the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or (c) except as
permitted under Article VII of this Agreement, the Parent shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of each other Loan Party free and clear of all Liens
(except Liens created by the Security Documents and non-consensual Liens permitted by Section 7.3 arising by operation of law). 

3. Limitation of Amendment. 

3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which the Administrative Agent or
the Lenders may now have or may have in the future under or in connection with any Loan Document. 
 3.2 This Amendment shall be
construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect. 
 4. Representations and Warranties. To induce the Administrative Agent and the Required Lenders to
enter into this Amendment, the Borrowers hereby represent and warrant as follows: 
 4.1 Immediately after giving effect to this
Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date,
in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 







 4.2 Each Borrower have the power and authority to execute and deliver this Amendment and
to perform its obligations under the Credit Agreement, as amended by this Amendment; 
 4.3 The organizational documents of the
Borrowers previously delivered remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 

4.4 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the
Credit Agreement, as amended by this Amendment, have been duly authorized; 
 4.5 The execution and delivery by each Borrower of this
Amendment and the performance by each Borrower of its obligations under the Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting such Borrower, (b) any contractual
restriction with a Person binding on such Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on such Borrower, or (d) the organizational documents of
such Borrower; 
 4.6 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its
obligations under the Credit Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or
authority, or subdivision thereof, binding on such Borrower, except as already has been obtained or made; and 
 4.7 This Amendment
has been duly executed and delivered by each Borrower and is the binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 

5. No Defenses of Borrowers. Each Borrower hereby acknowledges and agrees that such Borrower has no offsets, defenses, claims, or
counterclaims against the Administrative Agent or any Lender with respect to the Obligations, or otherwise, and that if such Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Administrative Agent or any
Lender, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and such Borrower hereby RELEASES the Administrative Agent and each Lender from any liability thereunder. 

6. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior
negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.








 7. Counterparts. This Amendment may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same instrument. 
 8. Effectiveness. This
Amendment shall be deemed effective upon the due execution and delivery to the Administrative Agent by each party hereto. 

[Signature page follows.] 







 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first written above. 
 BORROWERS: 

 

									
	BENEFITFOCUS.COM, INC.				BENEFITFOCUS, INC.
					
	By		 /s/ Milton A. Alpern
				By		 /s/ Milton A. Alpern

	Name: Milton A. Alpern				Name: Milton A. Alpern
	Title: Chief Financial Officer				Title: Chief Financial Officer
			
	BENEFIT INFORMATICS, INC.				BENEFITSTORE, INC.
					
	By		 /s/ Milton A. Alpern
				By		 /s/ Milton A. Alpern

	Name: Milton A. Alpern				Name: Milton A. Alpern
	Title: Chief Financial Officer				Title: Chief Financial Officer








 SILICON VALLEY BANK, as Administrative Agent and as a Lender 

			
		
	By		 /s/ Michael Shuhy

	Name:		 Michael Shuhy

	Title:		 Director

	
	COMERICA BANK, as a Lender
		
	By		 /s/ John Benetti

	Name:		 John Benetti

	Title:		 Senior Vice President

	
	SQUARE 1 BANK, as a Lender
		
	By		 /s/ Adam Glick

	Name:		 Adam Glick

	Title:		 Senior Vice President