EXHIBIT 10.1



EXECUTION COPY


AMENDMENT NO. 1


Dated as of September 8, 2015


to


CREDIT AGREEMENT


Dated as of October 28, 2013


THIS AMENDMENT NO.
1 (this “Amendment”) is made as of September 8, 2015 by and among DHI Group, Inc. (f/k/a Dice Holdings, Inc.),
Dice Inc. and Dice Career Solutions, Inc. (each individually a “Borrower” and collectively the “Borrowers”),
the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”), under that certain Credit Agreement dated as of October 28, 2013 by and among the Borrowers, the Lenders and
the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.


WHEREAS, the Borrowers
have requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;


WHEREAS, the Borrowers,
the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;


NOW, THEREFORE, in
consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent
hereby agree to enter into this Amendment.


1.
    Amendments to the Credit Agreement. Effective as of the date of
satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement
is hereby amended as follows:


(a)
    Section 1.01 of the Credit Agreement is hereby amended to add the following definition
thereto in the appropriate alphabetical order:


         “Amendment No. 1 Effective Date” means September 8, 2015.


(b)    The
definition of “Change of Control” appearing in Section 1.01 of the Credit Agreement is hereby amended
to delete the parenthetical “(excluding, in the case of both clause (ii) and clause (iii), any individual whose
initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or on behalf of the board of directors)” appearing
therein.


(c)     Section
2.17 of the Credit Agreement is hereby amended to add a new clause (j) 



     


     


    

 thereto as follows:



“(j) Certain
FATCA Matters. For purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment No. 1 Effective
Date, the Loan Parties and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat)
this Agreement and the Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i) or 1.1471-2T(b)(2)(i).”


2.    Conditions
of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent
shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative
Agent, (ii) counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Subsidiary Guarantors
and (iii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented
out-of-pocket fees and expenses (including, to the extent invoiced, reasonable and documented fees and expenses of counsel for
the Administrative Agent) in connection with the Loan Documents.


3.    Representations
and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows:


(a)   This
Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Borrower and are
enforceable against such Borrower in accordance with their terms, except as may be limited by applicable Debtor Relief Laws and
general principles of equity.


(b)   As
of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and
is continuing and (ii) the representations and warranties of such Borrower set forth in the Credit Agreement, as amended hereby,
shall be true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified
by materiality or Material Adverse Effect), except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.


4.    Reference
to and Effect on the Credit Agreement.


(a)   Upon
the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean
and be a reference to the Credit Agreement as amended hereby.


(b)   Each
Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain
in full force and effect and are hereby ratified and confirmed.


(c)   Except
with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.


(d)   This
Amendment is a Loan Document under (and as defined in) the Credit


 


2



     


     


    

Agreement.


5.    Governing
Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.


6.    Headings.
Section headings in this Amendment are included herein for convenience of reference only, are not part of this Amendment and shall
not affect the construction of, or be taken into consideration in interpreting, this Amendment.


7.    Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart
of a signature page to this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the
actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.


[Signature Pages Follow]


 


 


 


3




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the
day and year first above written.


 


	 	DHI GROUP, INC. (F/K/A DICE HOLDINGS, INC.),
	 	as Borrower	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ John Roberts	 
	 	Name:	John Roberts	 
	 	Title:	CFO	 
	 	 	 	 
	 	 	 	 
	 	DICE INC.,	 
	 	as Borrower	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ John Roberts	 
	 	Name:	John Roberts	 
	 	Title:	CFO	 
	 	 	 	 
	 	 	 	 
	 	DICE CAREER SOLUTIONS, INC.,	 
	 	as Borrower	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ John Roberts	 
	 	Name:	John Roberts	 
	 	Title:	CFO	 


 


 


 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.









     


     


    

     
 



	 	JPMORGAN CHASE BANK, N.A.,	 
	 	individually as a Lender and as Administrative Agent	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ David F. Gibbs	 
	 	Name:	David F. Gibbs	 
	 	Title:	Managing Director	 


 


 


 


 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.









     


     


    

     
 


	 	BANK OF AMERICA, N.A.,	 
	 	as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Kristine M. Parker	 
	 	Name:	Kristine M. Parker	 
	 	Title:	Vice President	 


 


 


 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.









     


     


     
 


	 	KEYBANK NATIONAL ASSOCIATION,	 
	 	as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Meghan Starr	 
	 	Name:	Meghan Starr	 
	 	Title:	Vice President	 


 


 


 


 


 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.









     


     


     
 


	 	CAPITAL ONE, NATIONAL ASSOCIATION,	 
	 	as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Nellya Davydova	 
	 	Name:	Nellya Davydova	 
	 	Title:	Vice President	 


 


 


 


 


 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.









     


     


     
 


	 	SILICON VALLEY BANK,	 
	 	as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jon Wolter	 
	 	Name:	Jon Wolter	 
	 	Title:	Vice President	 


 


 


 


 


 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.









     


     


     
 


	 	BMO HARRIS BANK N.A.	 
	 	as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Larry R. Guenther	 
	 	Name:	Larry R. Guenther	 
	 	Title:	Director	 


 


 


 


 


 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.









     


     


     
 


	 	FIRST NIAGARA BANK, N.A.,	 
	 	as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Robert Dellatorre	 
	 	Name:	Robert Dellatorre	 
	 	Title:	First Vice President	 


 


 


 


 


 





Signature Page to Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.









     


     


    

EXHIBIT A


Consent and Reaffirmation


Each of the undersigned
hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of October 28, 2013,
by and among DHI Group, Inc. (f/k/a Dice Holdings, Inc.), Dice Inc. and Dice Career Solutions, Inc. (each individually a “Borrower”
and collectively the “Borrowers”), the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”), which Amendment No. 1 is dated as of September 8, 2015 and is by and among the Borrowers, the financial institutions
listed on the signature pages thereof and the Administrative Agent (the “Amendment”). Capitalized terms used
in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without
in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the
Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges
and agrees that the Subsidiary Guaranty and each and every such Loan Document executed by the undersigned in connection with the
Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit
Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment
and as the same may from time to time hereafter be amended, modified or restated.


 


Dated September 8, 2015


[Signature Page Follows]




     


     


    

IN WITNESS WHEREOF, this Consent and Reaffirmation
has been duly executed and delivered as of the day and year above written.


 


 


	 	EFINANCIALCAREERS, INC.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Brian P. Campbell	 
	 	Name:	Brian P. Campbell	 
	 	Title:	Vice President	 
	 	 	 	 
	 	 	 	 
	 	TARGETED JOB FAIRS, INC.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Brian P. Campbell	 
	 	Name:	Brian P. Campbell	 
	 	Title:	Vice President	 
	 	 	 	 
	 	 	 	 
	 	RIGZONE.COM, INC.,	 
	 	a Texas corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Brian P. Campbell	 
	 	Name:	Brian P. Campbell	 
	 	Title:	Vice President	 


 




 


 


 





Signature Page to Consent and Reaffirmation to
Amendment No. 1 to


Credit Agreement dated as of October 28, 2013


DHI Group, Inc.