EX-10.23



 Exhibit 10.23 

SECOND AMENDMENT AGREEMENT 

This Second Amendment Agreement (this “Amendment”) is entered into this 18th day of December, 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 pursuant to that certain First Amendment Agreement dated June 16, 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 as set forth herein. 

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. Amendments to Credit Agreement. 

2.1 Section 7.1 (Financial Covenants), 

(a) Section 7.1(b) of the Credit Agreement (Minimum Consolidated EBITDA) is hereby amended by deleting “($14,500,000)”
appearing in the fourth line of the grid set forth therein for the quarter ending December 31, 2015, and by substituting “($16,500,000)” in its stead. 







 (b) Section 7.7 of the Credit Agreement (Consolidated Capital Expenditures) is
hereby amended by deleting “$13,500,000” appearing in the first line of the grid set forth therein for the 2015 fiscal year, and by substituting “$16,500,000” in its stead. 

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; 

  
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 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.] 

  
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 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


  
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 SILICON VALLEY BANK, as Administrative Agent and as a Lender 

 

			
	By:	 	/s/ Steve Lyons
	Name:	 	Steve Lyons
	Title:	 	VP

 COMERICA BANK, as a Lender 
  

			
	By:	 	/s/ John Binetti
	Name:	 	John Binetti
	Title:	 	SVP

 PACIFIC WESTERN BANK, as a Lender 
  

			
	By:	 	/s/ Adam Glick
	Name:	 	Adam Glick
	Title:	 	Senior Vice President


  
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