exv10w1






Exhibit 10.1




FOURTH AMENDMENT

TO SECOND AMENDED AND RESTATED

CREDIT AGREEMENT AND WAIVER OF DEFAULT




          This Fourth Amendment to Second Amended and Restated Credit Agreement and Waiver of Default
(this “Amendment”), dated as of June 27, 2008, is made by and among infoGROUP INC., a
Delaware corporation, formerly known as infoUSA (the “Borrower”), the financial
institutions a party hereto in the capacity of a Lender (as defined in the Credit Agreement defined
below), LASALLE BANK NATIONAL ASSOCIATION and CITIBANK, N.A., formerly known as CITIBANK, F.S.B.,
as syndication agents (in such capacity, the “Syndication Agents”), BANK OF AMERICA, N.A.,
as documentation agent (in such capacity, the “Documentation Agent”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as sole lead arranger, sole book runner and administrative agent (in such
capacity, the “Administrative Agent”).




Recitals




          The Borrower, the Administrative Agent, the Syndication Agents, the Documentation Agent and
certain financial institutions (including those a party hereto) are parties to that certain Second
Amended and Restated Credit Agreement dated as of February 14, 2006, as amended by that certain
First Amendment to Second Amended and Restated Credit Agreement dated as of March 16, 2007, that
certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 16, 2007,
and that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of
March 26, 2008 (as so amended and together with all further amendments, supplements, modifications
and restatements from time to time thereof the “Credit Agreement”). Capitalized terms used
in these Recitals shall have the meanings given in the Credit Agreement.




          The Borrower has requested that the Administrative Agent, the Syndication Agents, the
Documentation Agent and the Lenders amend the Credit Agreement and waive certain Events of Default
thereunder. The Administrative Agent, the Syndication Agents, the Documentation Agent and the
Lenders are willing to grant the Borrower’s requests on the terms and conditions set forth herein.




          ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements
herein contained, it is agreed as follows:




          1. Definitions. All terms defined in the Credit Agreement that are not otherwise
defined herein shall have the meanings given them in the Credit Agreement.




          2. Amendments.





     (a) Section 9.1(b) of the Credit Agreement is amended by amending the phrase,
“Within 90 days after the close of the quarterly accounting period ending March 31, 2008,
and within 45 days after the close of each other of the first three quarterly accounting
periods in each fiscal year of the Borrower,” to read as follows:



 









 






Promptly, and in any event no later than: (A) August 15, 2008 for the quarterly
accounting period ending March 31, 2008; (B) August 29, 2008 for the quarterly
accounting period ending June 30, 2008; and (C) 45 days after the close of each
other of the first three quarterly accounting periods in each fiscal year of the
Borrower,




     (b) Section 9.1(c) of the Credit Agreement is amended by amending the phrase,
“Within 180 days after the close of the Borrower’s fiscal year ending December 31, 2007, and
within 90 days after the close of each other fiscal year of the Borrower,” to read as
follows:




Promptly, and in any event no later than: (A) August 15, 2008 for the Borrower’s
fiscal year ending December 31, 2007; and (B) 90 days after the close of each other
fiscal year of the Borrower,




     (c) The name, “infoUSA Inc.”, in the notice address by the Borrower’s signature line in
the Credit Agreement is hereby deleted, and the name, “infoGROUP Inc.”, is substituted
therefor.




     (d) The phrase, “infoUSA Inc., a Delaware corporation”, is hereby deleted in each
instance in the Exhibits to the Credit Agreement, and the phrase, “infoGROUP Inc., a
Delaware corporation formerly known as infoUSA Inc.”, is in each instance substituted
therefor; and each other instance of the name, “infoUSA Inc.”, in the Exhibits is hereby
deleted, and the name, “infoGROUP Inc.”, is in each instance substituted therefor.



          3. Delivery of Preliminary Financial Statements and Officer’s Certificates; Margin
Adjustments.





     (a) Definitions. As used in this Section 3, the following terms have the
meanings set forth below:




     “Preliminary 2007 Statements” means (i) unaudited interim consolidated
financial statements of the Companies as of and for the fiscal quarter ending
December 31, 2007 (including year-to-date statements), including all information
that would be required under clause (i) of Section 9.1(b) of the Credit
Agreement if such quarter were one of the first three quarters of the Borrower’s
fiscal year, and (ii) a certificate conforming to the requirements of Section
9.1(f) of the Credit Agreement with respect to such financial statements.




     “Audited 2007 Statements” means the items required under Section
9.1(c) of the Credit Agreement with respect to the Borrower’s fiscal year ending
December 31, 2007, including the certificate required under Section 9.1(f)
of the Credit Agreement with respect thereto.




     “Preliminary 3/31/08 Statements” means the items required under
Section 9.1(b) of the Credit Agreement with respect to the Borrower’s fiscal
quarter ending March 31, 2008, including the certificate required under Section
9.1(f) of



infoGroup Fourth Amendment to Second

Amended and Restated Credit Agreement and

Waiver of Default




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the Credit Agreement with respect thereto, but in each case prepared prior to
delivery of the Audited 2007 Statements and subject to adjustment in the Final
3/31/08 Statements.




     “Final 3/31/08 Statements” means the items required under Section
9.1(b) of the Credit Agreement with respect to the Borrower’s fiscal quarter
ending March 31, 2008, including the certificate required under Section
9.1(f) of the Credit Agreement with respect thereto.




     “Preliminary 6/30/08 Statements” means the items required under
Section 9.1(b) of the Credit Agreement with respect to the Borrower’s fiscal
quarter ending June 30, 2008, including the certificate required under Section
9.1(f) of the Credit Agreement with respect thereto, but in each case prepared
prior to delivery of the Audited 2007 Statements and subject to adjustment in the
Final 6/30/08 Statements.




     “Final 6/30/08 Statements” means the items required under Section
9.1(b) of the Credit Agreement with respect to the Borrower’s fiscal quarter
ending June 30, 2008, including the certificate required under Section
9.1(f) of the Credit Agreement with respect thereto.




     (b) Delivery of Preliminary 6/30/08 Statements. On or before August 14, 2008, the
Borrower shall deliver its Preliminary 6/30/08 Statements to the Administrative Agent.
Notwithstanding the other terms of the Credit Agreement, the Applicable Margin shall be
adjusted (as appropriate) concurrent with the delivery of the Preliminary 6/30/08 Statements
as if they were the Final 6/30/08 Statements.




     (c) Retroactive Adjustments. If, upon receipt of the Audited 2007 Statements, the Final
3/31/08 Statements or the Final 6/30/08 Statements (the “Final Statements”), the
Consolidated Total Leverage Ratio is determined to have been higher as of December 31, 2007,
March 31, 2008 or June 30, 2008 than disclosed by the Preliminary 2007 Statements,
Preliminary 3/31/08 Statements or Preliminary 6/30/08 Statements (the “Preliminary
Statements”), as the case may be, such that any Applicable Margin should have been
higher than that determined using the Preliminary Statements and the Borrower is thus
determined to have underpaid interest and Commitment Fees during any period following
delivery of any Preliminary Statements, the Borrower shall pay such deficiency on demand.
However, in no event shall the Borrower be entitled to a refund, credit or reduction of
interest paid or accrued during such period if the Consolidated Total Leverage Ratio is
determined to have been lower as of December 31, 2007, March 31, 2008 or June 30, 2008 than
disclosed by the applicable Preliminary Statements.



          4. Waivers.





     (a) Delayed SEC Filings. Effective December 24, 2007, the Borrower’s board of directors
formed a special litigation committee in response to the consolidated complaint In re
infoUSA, Inc. Shareholders Litigation, Consol. Civil Action No. 1956-CC



infoGroup Fourth Amendment to Second

Amended and Restated Credit Agreement and

Waiver of Default




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(Del. Ch.), and a related informal investigation into the Borrower by the SEC. The
Borrower has indicated that, due to the ongoing investigation, it has failed or will fail to
timely file with the SEC (i) its annual report on Form 10-K for the year ended December 31,
2007 (the “2007 10-K”), (ii) its quarterly report on  Form 10-Q for the fiscal
quarter ended March 31, 2008 (the “3/31/08 10-Q”) and (iii) its quarterly report
on  Form 10-Q for the fiscal quarter ended June 30, 2008 (the “6/30/08 10-Q”).
Failure to timely file those reports constitutes a breach of Section 9.5 of the
Credit Agreement and, in turn, a Default under Section 11.1(c) of the Credit
Agreement. The Lenders parties hereto hereby waive any Default or Event of Default arising
under Section 11.1(c) directly on account of such failure, but only so long as
(x) on or before August 15, 2008, the Borrower files its 2007 10-K and its 3/31/08 10-Q with
the SEC, (y) on or before August 29, 2008, the Borrower files its 6/30/08 10-Q with the SEC,
and (z) no adverse action is taken against the Borrower by the SEC or otherwise on account
of such delayed filing of the 2007 10-K, the 3/31/08 10-Q and the 6/30/08 10-Q.




     (b) Limited Scope. The waivers set forth in this Section 4 are effective only
as expressly set forth above, and do not constitute or imply any waiver with respect to any
breach of the Credit Agreement not specifically described above (including but not limited
to any other breach of Section 9.5 or 10.15), whether or not similar to the
breaches described above.



          5. Representations and Warranties. The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders as follows:





     (a) The Borrower has all requisite power and authority, corporate or otherwise, to
execute and deliver this Amendment, and to perform this Amendment and the Credit Agreement
as amended hereby. This Amendment has been duly and validly executed and delivered to the
Administrative Agent, the Syndication Agents, the Documentation Agent and the Lenders by the
Borrower, and this Amendment, and the Credit Agreement as amended hereby, constitute the
Borrower’s legal, valid and binding obligations enforceable in accordance with their terms,
except to the extent that such enforcement may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally or by general
equitable principles.




     (b) The execution, delivery and performance by the Borrower of this Amendment, and the
performance of the Credit Agreement as amended hereby, have been duly authorized by all
necessary corporate action and do not and will not (i) require any authorization, consent or
approval by any governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) violate the Borrower’s articles of incorporation
or bylaws or any provision of any law, rule, regulation or order presently in effect having
applicability to the Borrower, or (iii) result in a breach of or constitute a default under
any indenture or agreement to which the Borrower is a party or by which the Borrower is
bound.



infoGroup Fourth Amendment to Second

Amended and Restated Credit Agreement and

Waiver of Default




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     (c) All of the representations and warranties contained in Article VIII of the
Credit Agreement, as amended hereby, are correct on and as of the date hereof as though made
on and as of such date.




     (d) Effective June 1, 2008, the Borrower’s wholly-owned Subsidiary, infoGROUP Inc., a
Delaware corporation, was merged into the Borrower. The Borrower was the surviving
corporation in such merger. Effective upon the merger, the Borrower changed its name from
“infoUSA Inc.” to “infoGROUP Inc.” Such merger and name change have been fully consummated.
The Borrower, as the surviving corporation, has retained all of its rights, assets and
obligations in existence prior to such merger and name change, including but not limited to
all of its obligations under the Credit Agreement and the other Credit Documents.



          6. Amendment Fee. On the date hereof, the Borrower shall pay the Administrative Agent,
for the ratable benefit of each Lender that has executed and delivered this Amendment prior to
12:00 noon (Pacific time) on June 17, 2008 (each, a “Consenting Lender”), a fully earned,
non-refundable fee in an amount equal to 0.25% of the sum of each Consenting Lender’s Revolving
Facility Amount and the outstanding principal balance of each Consenting Lender’s Term Loans.




          7. Conditions. This Amendment shall be effective only if the Administrative Agent has
received (or waived the receipt of) each of the following, in form and substance satisfactory to
the Administrative Agent, on or before the date hereof (or such later date as the Administrative
Agent may agree to in writing):





     (a) this Amendment, duly executed by the Borrower and each of the Lenders below;




     (b) the First Amendment to Amended and Restated Security Agreement fully executed by
the parties thereto;




     (c) the Acknowledgment and Agreement of Guarantors attached hereto, duly executed by
the Guarantors;




     (d) a certificate of an officer of the Borrower (i) certifying that the execution,
delivery and performance of this Amendment, and the performance of the Credit Agreement as
amended hereby, have been duly approved by all necessary action of the board of directors of
the Borrower, and attaching true and correct copies of the applicable resolutions granting
such approval, (ii) certifying that attached to such certificate are true and correct copies
of the articles of incorporation and the bylaws of the Borrower, together with such copies,
and (iii) certifying the names of the officers of the Borrower that are authorized to sign
this Amendment, together with the true signatures of such officers; and



     (e) payment of the fee described in Section 6.



infoGroup Fourth Amendment to Second

Amended and Restated Credit Agreement and

Waiver of Default




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          8. References. All references in the Credit Agreement to “this Agreement” shall be
deemed to refer to the Credit Agreement as amended hereby; and any and all references in the
Security Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as
amended hereby.




          9. No Waiver. Except as expressly set forth in Section 4, the execution of
this Amendment and any documents related hereto shall not be deemed to be a waiver of any Default
or Event of Default under the Credit Agreement or breach, default or event of default under any
Security Document or other document held by the Administrative Agent and the Lenders, whether or
not known to the Administrative Agent and the Lenders and whether or not existing on the date of
this Amendment.




          10. Release. The Borrower and each Guarantor by signing the Acknowledgment and
Agreement of Guarantors set forth below, each hereby absolutely and unconditionally releases and
forever discharges the Administrative Agent and the Lenders, and any and all participants, parent
corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors
and assigns thereof, together with all of the present and former directors, officers, agents and
employees of any of the foregoing, from any and all claims, demands or causes of action of any
kind, nature or description, whether arising in law or equity or upon contract or tort or under any
state or federal law or otherwise, which the Borrower or such Guarantor has had, now has or has
made claim to have against any such person for or by reason of any act, omission, matter, cause or
thing whatsoever arising from the beginning of time to and including the date of this Amendment,
whether such claims, demands and causes of action are matured or unmatured or known or unknown.




          11. Miscellaneous. This Amendment and the Acknowledgment and Agreement of Guarantors
may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original and all of which counterparts, taken together, shall constitute one and the
same instrument.




Signature pages follow




infoGroup Fourth Amendment to Second

Amended and Restated Credit Agreement and

Waiver of Default




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




	 	 	 	 	 
	 	infoGROUP INC.

 	 
	 	By:  	/s/ Stormy L. Dean
 	 
	 	 	Name:  	Stormy Dean 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Administrative Agent

and a Lender

 	 
	 	By:  	/s/ Joseph G. Colianni
 	 
	 	 	Name:  	Joseph G. Colianni 	 
	 	 	Title:  	Senior Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)





 









 





	 	 	 	 	 
	 	LASALLE BANK NATIONAL
ASSOCIATION,
 as Co-Syndication Agent and a Lender
 	 
	 	By:  	/s/ Steven K. Kessler 	 
	 	 	Name:  	Steven K. Kessler 	 
	 	 	Title:  	Senior Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)





 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as 

Co-Syndication Agent, Documentation 

Agent and a Lender

 	 
	 	By:  	/s/ Steven K. Kessler
 	 
	 	 	Name:  	Steven K. Kessler 	 
	 	 	Title:  	Senior Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default





 











 





	 	 	 	 	 
	 	CITIBANK, N.A., as Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Scott Miller
 	 
	 	 	Name:  	Scott Miller 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)





 









 








	 	 	 	 	 
	 	FIRST BANK

 	 
	 	By:  	/s/ Keith M. Schmelder
 	 
	 	 	Name:  	Keith M. Schmelder 	 
	 	 	Title:  	Senior Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)





 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Sarah Daniel
 	 
	 	 	Name:  	Sarah Daniel 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)






 









 








	 	 	 	 	 
	 	FIRST NATIONAL BANK OF OMAHA

 	 
	 	By:  	/s/ Donald L. Erikson
 	 
	 	 	Name:  	Donald L. Erikson 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)





 









 








	 	 	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Joseph T. Sullivan, III
 	 
	 	 	Name:  	Joseph T. Sullivan, III 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)




 









 








	 	 	 	 	 
	 	COMMERCE BANK, N.A.

 	 
	 	By:  	/s/ Wayne C. Lewis
 	 
	 	 	Name:  	Wayne C. Lewis 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)





 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ William R. Kopp
 	 
	 	 	Name:  	William R. Kopp 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)




 









 








ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS

dated as of June 27, 2008





     Each of the undersigned, a guarantor of the indebtedness of infoGROUP INC., a Delaware
corporation formerly known as infoUSA Inc. (the “Borrower”), to the financial institutions
from time to time a party in the capacity of a lender (in such capacity, the “Lenders” and
each a “Lender”) to that certain Second Amended and Restated Credit Agreement, dated as of
February 14, 2006, as amended by that certain First Amendment to Second Amended and Restated Credit
Agreement dated as of March 16, 2007, that certain Second Amendment to Second Amended and Restated
Credit Agreement dated as of May 16, 2007 and that certain Third Amendment to Second Amended and
Restated Credit Agreement and Waiver of Defaults dated as of March 26, 2008 (as so amended, the
“Credit Agreement”), by and among the Borrower, LASALLE BANK NATIONAL ASSOCIATION and
CITIBANK, F.S.B., as syndication agents (in such capacity, the “Syndication Agents”), BANK
OF AMERICA, N.A., as documentation agent (in such capacity, the “Documentation Agent”), and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as sole lead arranger, sole book runner and administrative
agent (in such capacity, the “Administrative Agent”), pursuant to an Amended and Restated
Subsidiaries Guaranty dated as of February 14, 2006 (as so amended, the “Guaranty”), hereby
(i) acknowledges receipt of that certain Fourth Amendment to Second Amended and Restated Credit
Agreement and Waiver of Default (the “Fourth Amendment”) dated as of the date hereof among
the Borrower, various financial institutions, the Syndication Agents, the Documentation Agent and
the Administrative Agent; (ii) consents to the terms (including without limitation the release set
forth in Section 10 of the Fourth Amendment) and execution thereof; (iii) reaffirms its
obligations to the Administrative Agent pursuant to the terms of the Guaranty and acknowledges that
all indebtedness arising under the Credit Agreement, as amended by the Fourth Amendment, whether
evidenced by the Notes (as defined therein) or otherwise, shall constitute Guaranteed Obligations
guarantied by the Guaranty, and that all such indebtedness and all obligations of the undersigned
under the Guaranty, including but not limited to those obligations relating to the indebtedness
arising under the Credit Agreement, as amended, shall constitute Obligations secured by the Amended
And Restated Security Agreement dated as of February 14, 2006, by the Borrower and each of the
undersigned in favor of the Administrative Agent as collateral agent; and (iv) acknowledge that the
Lenders, the Syndication Agents, the Documentation Agent and the Administrative Agent may amend,
restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement
of the Borrower, or enter into any agreement or extend additional or other credit accommodations,
without notifying or obtaining the consent of any of the undersigned and without impairing the
liability of any of the undersigned under the Guaranty for all of the Borrower’s present and future
indebtedness to the Lenders and the Administrative Agent.



Signature page follows




(Acknowledgement to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)




 









 





ADVANCED ANALYTICS, INC.,

ATLANTIC RESEARCH & CONSULTING, INC.,

CITY DIRECTORIES, INC.,

DIRECT MEDIA, INC.,

DIRECT MEDIA HOLDINGS, INC.,

DIRECT MEDIA, LLC.,

DIRECT MEDIA DATA SERVICES, LLC,

DONNELLEY MARKETING, INC.,

EDITH ROMAN HOLDINGS, INC.,

EXPRESS COPY, INC.,

GUIDELINE, INC.,

GUIDELINE CHICAGO, INC.,

GUIDELINE CONSULTING CORP.,

GUIDELINE RESEARCH CORP.,

HILL-DONNELLY CORPORATION,

INFOUSA MARKETING, INC.,

MACRO INTERNATIONAL INC.,

MILLARD GROUP, INC.,

ONESOURCE INFORMATION SERVICES, INC.,

OPINION RESEARCH CORPORATION,

OPINION RESEARCH NORTHWEST, INC.,

ORC TELECOMMUNICATIONS, LTD.,

SALESGENIE.COM, INC.,

SIGNIA PARTNERS, INCORPORATED

STOREFRONT IMAGES USA, INC.,

TGMVC CORPORATION,

TABLINE DATA SERVICES, INC.,

TTECH ACQUISITION CORP. (D/B/A TELTECH),

WASHINGTON RESEARCHERS, LTD.,

WALTER KARL, INC., and

YESMAIL, INC.

each as a Guarantor




	 	 	 	 	 
	By:

	 	/s/ Stormy L. Dean
 

Name: Stormy L. Dean
	 	 
	 

	 	Title: Chief Financial Officer	 	 






(Acknowledgement to infoUSA Fourth Amendment

to Second Amended and Restated Credit Agreement and Waiver of Default)