EX 4.21 First Amendment to Credit Agreement dated December_ 2012






VELTI INC.


FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December ___,  2012 (the “Effective Date”) and entered into by and among Velti Inc., a Delaware corporation, Velti plc, a company formed under the laws of the Bailiwick of Jersey, Channel Islands, Mobile Interactive Group Limited, a company formed under the laws of England and Wales with registered number 04572067, and Velti Mobile Platforms Limited, a company formed under the laws of the British Virgin Islands (collectively, the “Borrowers” and each an individual “Borrower”), the financial institutions listed on the signature pages hereof (“Lenders”) and HSBC Bank USA, National Association, as Administrative Agent (the “Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of August 10, 2012 (the “Credit Agreement”), by and among Borrowers, Lenders, and Administrative Agent.  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Borrowers and Lenders desire to amend the Credit Agreement to permit certain asset sales and additional Capital Expenditures, and to make certain other changes, in each case as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Section 1.AMENDMENTS TO THE CREDIT AGREEMENT
1.1    Amendment to Section 7.06:  Asset Sales. Section 7.06 of the Credit Agreement is hereby amended by (i) deleting the word “and” from the end of clause (j) thereof, (ii) replacing the period at the end of clause (k) thereof with “; and”, and (iii) adding a new clause (l) to the end thereof as follows:
                “(l)          Disposition of the assets of the business units known as “VCI Greece” and “Velti Bulgaria” owned by Velti Greece and Velti M-Telecom Ltd, provided that (i) the maximum net book value of the assets disposed of pursuant to this clause (l) does not exceed $24,160,000, (ii) the assets to be disposed of have been identified in writing to and approved in advance by the Administrative Agent and (iii) the consideration received in respect thereof is in an  amount at least equal to the fair market value thereof and consists of not less than 100% cash.”
1.2    Amendment to Section 7.10       Financial Covenants. Section 7.10(d) of the Credit Agreement is hereby amended and restated as follows:









“(d)    The Borrowers shall not permit Performance to Plan, with respect to both Consolidated Revenue and Consolidated Adjusted EBITDA, as determined at the end of each fiscal quarter of the Parent as set forth below, commencing with the fiscal quarter ending June 30, 2012, to be less than: (i) 70%, for the three months ending March 31 of each fiscal year; (ii) 75%, for the six months ending June 30 of each fiscal year; (iii) 80%, for the nine months ending September 30 of each fiscal year; and (iv) 85%, for the twelve months ending December 31 of each fiscal year thereafter; provided, however, that for the twelve months ending December 31, 2012, Performance to Plan shall instead be 90%.” 
1.3    Amendment to Section 7.11:  Capital Expenditures.  Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“The Borrowers shall not, and shall not permit their Subsidiaries to, make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding (a) in fiscal year 2012, $50,000,000 for software development and purchases and $17,000,000 for all other Capital Expenditures and (b) $40,000,000 for each fiscal year thereafter, in each case  in the aggregate for the Parent and its Subsidiaries; provided, however, that so long as no Default has occurred and is continuing or would result from such expenditure, up to an aggregate of $10,000,000, if not expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next following fiscal year (excluding any carry forward available from any prior fiscal year); and provided, further, with respect to any fiscal year, Capital Expenditures made during any such fiscal year shall be deemed to be made first with respect to the applicable limitation for such year and then with respect to any carry forward amount to the extent applicable.”


Section 2.    BORROWERS’ REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Borrower represents and warrants to each Lender that the following statements are true, correct and complete:
A.    Existence, Qualification and Power.  Each Borrower (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, organization or formation, (b)  has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment, and (c) is duly qualified and licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business so requires, except to the extent failure to do so could not reasonably be expected to have a  Material Adverse Effect.  
B.    Authorization; No Contravention.  The execution, delivery and performance by each Borrower of this Amendment has been duly authorized by all necessary corporate or other organizational action, and does not and will not contravene (a) the terms of any 

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of the Borrowers’ Organizational Documents or (b) any material applicable Law or any material contractual restriction binding on or affecting it. 
C.    Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrowers of this Amendment, except for such approvals which have been obtained prior to the date of this Amendment and remain in full force and effect.
D.    Binding Obligation.  This Amendment has been duly authorized, executed and delivered by each Borrower and this Amendment and the Credit Agreement, as amended hereby (the “Amended Agreement”) are the legal, valid and binding obligations of each such Borrower enforceable against it in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors’ rights general and to the application of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 
E.    Incorporation of Representations and Warranties From Credit Agreement.  The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty, covenant or condition is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition for purposes of this condition. 
F.    Absence of Default.  No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute a Default or an Event of Default.
Section 3.    MISCELLANEOUS
A.    Reference to and Effect on the Credit Agreement and the Other Loan Documents.
1.    On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in 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 Amended Agreement.
2.    Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

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3.    The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.
B.    Fees and Expenses.  Each Borrower acknowledges that all costs, fees and expenses as described in subsection 10.04 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby and any other fees otherwise agreed to by each Borrower shall be for the account of each such Borrower.
C.    Headings.  Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
D.    Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
E.    Counterparts; Effectiveness.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  This Amendment shall become effective upon the execution of a counterpart hereof by each of Borrowers, Administrative Agent, Required Lenders and each of the Loan Parties and receipt by Borrowers and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.
Section 4.    ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each guarantor listed on the signature pages hereof (“Guarantors”) hereby acknowledges that it has read this Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each Guarantor under the Guarantee and Collateral Agreement and the other Loan Documents to which it is a party shall not be impaired or affected and the Guarantee and Collateral Agreement and the other Loan Documents to which it is a party are, and shall continue to be, in full force and effect and are hereby confirmed and ratified in all respects.  Each Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
VELTI INC., a Delaware corporation, as Borrower


By:    /s/ Sally Rau    
Name:    Sally J. Rau    
Title:   President    




VELTI PLC, a company formed under the laws of the Bailiwick of Jersey, Channel Islands, as Borrower 


By:   /s/ Alex Moukas    
Name:   Alex Moukas    
Title:   Chief Executive Officer    




MOBILE INTERACTIVE GROUP LIMITED, a company incorporated under the laws of England and Wales, as Borrower


By:   /s/ Barry Houlihan    
Name:   Barry Houlihan    
Title:   General Manager    




VELTI MOBILE PLATFORMS LIMITED, a company incorporated under the laws of the British Virgin Islands, as Borrower


By:   /s/ Shirleen White    
Name:   Shirleen While    
Title:     Director    

Signature Page to First Amendment to Credit Agreement    








HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank, Swingline Lender and Lender


By:   /s/ Christopher Moore    
Name:   Christopher Moore    
Title:   Vice President                     






HSBC Bank plc,
as Lender


By:   /s/ James Shepherd    
Name:   James Shepherd    
Title:   Senior Corporate Banking Manager   



Signature Page to First Amendment to Credit Agreement
        






Solely as to Section 4 hereof:
GUARANTORS:
	
		
	VELTI MOBILE VALUE ADDED SERVICES LIMITED, a company incorporated under the laws of the British Virgin Islands, as Guarantor
By:  /s/ Shirleen White                             .
Name:  Shirleen White                             .
Title: Director                                           .
	VELTI DR LIMITED, a company incorporated under the laws of England and Wales, as Guarantor


By:  /s/ Menelaos Scouloudis                  .
Name:    Menelaos Scouloudis                .
Title:    Director                                       .







Signature Page to First Amendment to Credit Agreement    






	
		
	VELTI LIMITED, a company incorporated under the laws of England and Wales, as Guarantor 


By:  /s/ Menelaos Scouloudis                 .
Name:   Menelaos Scouloudis                .
Title:   Director                                       .
	VELTI SOFTWARE PRODUCTS AND RELATED PRODUCTS AND SERVICES S.A., a company formed under the laws of the Hellenic Republic, as Guarantor
By:  /s/ Menelaos Scouloudis                 .  
Name:   Menelaos Scouloudis                .
Title:   Chairman & Managing Director .                              

	VELTI PLATFORMS AND SERVICES LIMITED, a company formed under the laws of the Republic of Cyprus, as Guarantor
By:  /s/ Soterakis Koupepides                 .
Name:  /s/ Soterakis Koupepides            .
Title:    Director                                       .  
	MOBCLIX, INC., a Delaware corporation, as Guarantor


By:   Sally Rau                                        .
Name:  Sally J. Rau                                 .
Title:    President                                     .

	AIR2WEB, INC., a Delaware corporation, as Guarantor
By:  /s/ Sally Rau                                   .
Name:  Sally J. Rau                                .
Title:   President                                     .
	MOBILE INTERACTIVE GROUP HOLDINGS NETHERLANDS B.V., a company formed under the laws of the Netherlands, as Guarantor
By: /s/ Barry Houlihan   
Name:  Barry Houlihan   
Title: Authorized signatory on behalf of MOBILE INTERACTIVE GROUP HOLDINGS NETHERLANDS B.V.

	MOBILE INTERACTIVE GROUP NETHERLANDS B.V., a company formed under the laws of the Netherlands, as Guarantor
By: /s/ Barry Houlihan   
Name:  Barry Houlihan   
Title: Authorized signatory on behalf of MOBILE INTERACTIVE GROUP HOLDINGS NETHERLANDS B.V.
	VELTI US HOLDINGS, INC., a Delaware corporation, as Guarantor




By: /s/ Sally Rau                                   .
Name:      Sally Rau                              .
Title:   President                                    .







Signature Page to First Amendment to Credit Agreement