EX-10.2





Exhibit 10.2




SECOND AMENDMENT TO CREDIT AGREEMENT




THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 10, 2011 (the “Agreement”)
is entered into among Ancestry.com Operations Inc., a Delaware corporation (the
“Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not
otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as
defined below).



RECITALS




WHEREAS, the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer entered into that certain Credit Agreement
dated as of September 9, 2010 (as amended or modified from time to time, the “Credit
Agreement”); and



WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth
below.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



1. Amendment. A new sentence is hereby added at the end of Section 8.17 of
the Credit Agreement to read as follows:




Notwithstanding the foregoing prohibitions, it is understood and agreed that Holdings may
Guarantee Indebtedness and other obligations of any other Loan Party so long as such
Guarantee would otherwise be permitted by the terms of this Agreement and that Holdings may
enter into any agreement evidencing any such Guarantee.



2. Conditions Precedent. This Agreement shall be effective upon the receipt by the
Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the
Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent.




3. Miscellaneous.




(a) The Credit Agreement, as modified hereby, and the obligations of the Loan Parties
thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall
remain in full force and effect according to their terms.




(b) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of
this Agreement, (b) affirms all of its obligations under the Loan Documents as modified
hereby and (c) agrees that this Agreement and all documents executed in connection herewith
do not operate to reduce or discharge its obligations under the Credit Agreement or the
other Loan Documents.




(c) The Borrower and the Guarantors hereby represent and warrant as follows:




(i) Each Loan Party has taken all necessary action to authorize the execution,
delivery and performance of this Agreement.



 


 









 






(ii) This Agreement has been duly executed and delivered by the Loan Parties
and constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms.




(iii) No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan Party
of this Agreement.




(d) The Loan Parties represent and warrant to the Lenders that (i) the representations
and warranties of the Loan Parties set forth in Article VI of the Credit Agreement
and in each other Loan Document are true and correct in all material respects as of the date
hereof with the same effect as if made on and as of the date hereof, except to the extent
such representations and warranties expressly relate solely to an earlier date and (ii) no
event has occurred and is continuing which constitutes a Default or an Event of Default.




(e) This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the
same instrument. Delivery of an executed counterpart of this Agreement by telecopy shall be
effective as an original and shall constitute a representation that an executed original
shall be delivered.




(f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



[Signature pages follow]




 


 









 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 
	BORROWER: 	 ANCESTRY.COM OPERATIONS INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Howard Hochhauser
 	 
	 	 	Name:  	Howard Hochhauser 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	HOLDINGS:  	ANCESTRY.COM INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Howard Hochhauser
 	 
	 	 	Name:  	Howard Hochhauser 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	GUARANTORS: 	 TGN SERVICES, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Howard Hochhauser
 	 
	 	 	Name:  	Howard Hochhauser 	 
	 	 	Title:                   	Manager 	 
	 
	 	IARCHIVES, INC.,

a Utah corporation

 	 
	 	By:  	/s/ Howard Hochhauser
 	 
	 	 	Name:  	Howard Hochhauser 	 
	 	 	Title:      	Chief Financial Officer 	 
	 
	 	ANCESTRY.COM DNA, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Howard Hochhauser
 	 
	 	 	Name:  	Howard Hochhauser 	 
	 	 	Title:                        	Manager 	 



ANCESTRY.COM

SECOND AMENDMENT TO CREDIT AGREEMENT






 


 









 







	 	 	 	 	 
	ADMINISTRATIVE AGENT: 	 BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Brenda H. Little
 	 
	 	 	Name:  	Brenda H. Little 	 
	 	 	Title:                        Vice President 	 
	 
	LENDERS: 	 BANK OF AMERICA, N.A.,

as a Lender, Swing Line Lender and L/C Issuer

 	 
	 	By:  	/s/ Tasneem A Ebrahim
 	 
	 	 	Name:  	Tasneem A. Ebrahim 	 
	 	 	Title:                        Senior Vice President 	 
	 
	 	ZIONS FIRST NATIONAL BANK,

as a Lender

 	 
	 	By:  	/s/ Jim C. Stanchfield
 	 
	 	 	Name:  	Jim C. Stanchfield 	 
	 	 	Title:      Vice President 	 
	 
	 	MORGAN STANLEY BANK,

as a Lender

 	 
	 	By:  	                        /s/ Sharon Bazbaz
 	 
	 	 	Name:  	Sharon Bazbaz 	 
	 	 	Title:      Authorized Signatory 	 



ANCESTRY.COM

SECOND AMENDMENT TO CREDIT AGREEMENT