Exhibit



Exhibit 10.1



SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 17, 2019, by and among LENDINGTREE, LLC, a Delaware limited liability company (the “Borrower”), LENDINGTREE, INC., a Delaware corporation (“Parent”), the other Loan Parties (as defined in the Credit Agreement referred to below), the Lenders (as defined below) party hereto, and SUNTRUST BANK, as the administrative agent for itself and on behalf of the Lenders (in such capacity, the “Administrative Agent”).
W I T N E S S E T H :
WHEREAS, the Borrower, Parent, the financial institutions from time to time party thereto (the “Lenders”), and the Administrative Agent have executed and delivered that certain Amended and Restated Credit Agreement dated as of November 21, 2017, as amended by that certain First Amendment to Credit Agreement dated as of June 24, 2019 (and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein, and the Administrative Agent and the Lenders party hereto have agreed to such amendments, in each case subject to the terms and conditions hereof.
NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, each of the parties hereto hereby covenants and agrees as follows:
SECTION 1.   Definitions.  Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.  Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.
SECTION 2.   Amendment to Section 2.22(a)(ii).  Section 2.22(a) of the Credit Agreement is amended by adding “(or such lesser amount as the Issuing Bank may agree in its sole discretion)” at the end of clause (ii) thereof. 
SECTION 3.      Conditions Precedent.  This Agreement shall become effective only upon the Administrative Agent’s receipt of this Agreement duly executed by each of (i) the Loan Parties, (ii) the Required Lenders, (iii) the Issuing Bank, and (iv) the Administrative Agent.
SECTION 4.      Miscellaneous Terms.
(a)      Loan Document.  For avoidance of doubt, the Loan Parties, the Lenders party hereto, and the Administrative Agent each hereby acknowledges and agrees that this Agreement is a Loan Document.











(b)      Effect of Agreement.  Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Loan Parties.
(c)      No Novation or Mutual Departure.  The Loan Parties expressly acknowledge and agree that (i) there has not been, and this Agreement does not constitute or establish, a novation with respect to the Credit Agreement or any of the other Loan Documents, or a mutual departure from the strict terms, provisions, and conditions thereof, other than with respect to the amendments contained in Section 2 above and (ii) nothing in this Agreement shall affect or limit the Administrative Agent’s or any Lender’s right to demand payment of liabilities owing from any Loan Party to the Administrative Agent or the Lender under, or to demand strict performance of the terms, provisions, and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence of a Default or an Event of Default under the Credit Agreement or the other Loan Documents.
(d)      Ratification.  Each Loan Party hereby (i) restates, ratifies, and reaffirms all of its obligations and covenants set forth in the Credit Agreement and the other Loan Documents to which it is a party effective as of the date hereof and (ii) restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof and with specific reference to this Agreement and any other Loan Documents executed or delivered in connection herewith (except with respect to representations and warranties made as of an expressed date, in which case such representations and warranties shall be true and correct as of such date).
(e)      No Default.  To induce Lenders to enter into this Agreement, Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim, or objection in favor of Borrower or arising out of or with respect to any of the Loans or other obligations of Borrower owed to Lenders under the Credit Agreement or any other Loan Document.
(f)      Counterparts.  This Agreement 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 to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.  
(g)      Fax or Other Transmission.  Delivery by one or more parties hereto of an executed counterpart of this Agreement via facsimile, telecopy, or other electronic method of transmission pursuant to which the signature of such party can be seen (including, without limitation, Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement.


- 2 -









(h)      Recitals Incorporated Herein.  The preamble and the recitals to this Agreement are hereby incorporated herein by this reference.
(i)      Section References.  Section titles and references used in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.
(j)      Further Assurances.  The Loan Parties agree to take, at the Loan Parties’ expense, such further actions as the Administrative Agent shall reasonably request from time to time to evidence the amendments set forth herein and the transactions contemplated hereby.
(k)      Governing Law.  This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.
(l)      Severability.  Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
(m)      Reaffirmation.  Each Guarantor (i) consents to the execution and delivery of this Agreement, (ii) reaffirms all of its obligations and covenants under the Loan Documents to which it is a party, and (iii) agrees that none of its respective obligations and covenants shall be reduced or limited by the execution and delivery of this Agreement.
(Signature pages follow)




- 3 -










IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed by its duly authorized officer as of the day and year first above written.
BORROWER:


LENDINGTREE, LLC




By:    /s/ J.D. Moriarty                               
Name:    J.D. Moriarty
Title: CFO




PARENT AND GUARANTOR:


LENDINGTREE, INC.




By:    /s/ J.D. Moriarty                                    
Name: J.D. Moriarty
Title: CFO




GUARANTORS:


OVATION CREDIT SERVICES, INC.




By:    /s/ J.D. Moriarty                
Name:    J.D. Moriarty
Title: Treasurer




QUOTEWIZARD.COM, LLC




By:    /s/ J.D. Moriarty                
Name:    J.D. Moriarty
Title: Treasurer

















ADMINISTRATIVE AGENT, ISSUING BANK, AND LENDERS:
    
SUNTRUST BANK, as the Administrative Agent, Issuing Bank, and a Lender 




By:     /s/ Cynthia Burton                
Name: Cynthia Burton
Title: Director

















BANK OF AMERICA, N.A., 
as a Lender




By:     /s/ Charles R. Dickerson            
Name: Charles R. Dickerson
Title: Senior Vice President













ROYAL BANK OF CANADA, 
as a Lender




By:     /s/ J. Christian Gutiérrez            
Name: J. Christian Gutiérrez
Title: Authorized Signatory













FIFTH THIRD BANK, 
as a Lender




By:     /s/ Jodie R. Ayres                
Name: Jodie R. Ayres
Title: Senior Vice President











JPMORGAN CHASE BANK, N.A., 
as a Lender




By:     /s/ Caitlin Stewart                
Name: Caitlin Stewart
Title: Executive Director











REGIONS BANK, 
as a Lender




By:     /s/ Jason Douglas                
Name: Jason Douglas
Title: Director


















GOLDMAN SACHS BANK USA, 
as a Lender




By:     /s/ Jamie Minieri                
Name: Jamie Minieri
Title: Authorized Signatory
















PNC BANK, NATIONAL ASSOCIATION, 
as a Lender




By:     /s/ Krutesh Trivedi                
Name: Krutesh Trivedi
Title: Vice President