EX-10.1



 Exhibit 10.1 
 FIFTH AMENDMENT TO CREDIT AGREEMENT 
 This FIFTH AMENDMENT TO CREDIT AGREEMENT
dated as of April 25, 2013 (the “Amendment”) is entered into among Spark Networks USA, LLC, a Delaware limited liability company (the “Borrower”), Sparks Networks, Inc., a Delaware corporation (the
“Parent”), the Subsidiary Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. 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 Parent, the Lenders and Bank of America, N.A., as Administrative Agent entered into that certain Credit Agreement dated as of February 14, 2008 (as amended and modified
from time to time, the “Credit Agreement”); 
 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. Amendments. The Credit Agreement is hereby amended as follows: 
 (a) Section 7.12(b) of the Credit Agreement is hereby amended to read as follows: 
 (b) Minimum Consolidated Adjusted EBITDA. Permit the Consolidated Adjusted EBITDA for each fiscal quarter of the Parent ending on the last day of each fiscal quarter set forth below to be less than
the corresponding amount set forth below: 
  

					
	 Fiscal Quarter Ending
	  	Minimum
Consolidated Adjusted 
EBITDA	 
	 March 31, 2013
	  	($	5,000,000	) 
		
	 June 30, 2013
	  	($	2,750,000	) 
		
	 September 30, 2013
	  	($	2,750,000	) 
		
	 December 31, 2013 and each fiscal quarter ending thereafter
	  	($	1,250,000	) 


  
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 (b) Section 7.12(e) of the Credit Agreement is hereby amended to read
as follows: 
 (e) Minimum Consolidated Net Liquidity. Permit the Consolidated Net Liquidity at any time
to be less than the corresponding amount set forth below: 
  

					
	 Period
	  	Minimum Consolidated Net
Liquidity	 
	 January 1, 2013 through and including June 30, 2013
	  	$	3,500,000	  
		
	 Thereafter
	  	$	2,000,000	  

 (c) Section 7.12(f) of the Credit Agreement is hereby amended to read as follows:

 (f) Minimum Consolidated Revenues. Permit the Consolidated Revenues for each fiscal quarter of the
Parent to be less than the corresponding amount set forth below opposite such fiscal quarter: 
  

					
	 Fiscal Quarter Ending
	  	Minimum Consolidated Revenues	 
	 March 31, 2013 and June 30, 2013
	  	$	15,000,000	  
		
	 September 30, 2013 and each fiscal quarter ending thereafter
	  	$	16,000,000	  

 2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following
conditions precedent: 
 (a) The Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent. 
 (b) The Administrative
Agent shall have received (i) the amendment fee as agreed between the Administrative Agent and the Borrower and (ii) any other reasonable fees and expenses owing to the Administrative Agent, including fees of counsel to the Administrative
Agent. 
 3. Reaffirmation of Credit Agreement. The Credit Agreement 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. This Amendment is a Loan Document. 
 4. Reaffirmation of Guaranties. Except as expressly provided herein, each Guarantor hereby (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms
all of its obligations under the Loan Documents to which it is a party, (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Guarantor’s obligations under the Loan
Documents to which it is a party and (d) each Guarantor agrees that the Subsidiary Guaranty and the Parent Guaranty, as applicable, remains effective with respect to the new Borrower. 

5. Reaffirmation of Security Interests. Except as expressly provided herein, each Loan Party (a) affirms that each of the
Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents. 

  
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 6. Representations and Warranties/No Default. 

(a) By its execution hereof, each Loan Party hereby certifies that after giving effect to this Amendment: 

(i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and
correct in all material respects as of the date hereof as if fully set forth herein, except: 
 (A) to the
extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; 
 (B) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; 
 (C)
that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof (subject to clause (A) above); and 

(ii) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving
effect to the transactions contemplated hereunder. 
 (b) By its execution hereof, each Loan Party hereby
represents and warrants that such Person has all requisite power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment and each other document executed in
connection herewith to which it is a party in accordance with their respective terms. 
 (c) This Amendment and
each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Loan Party, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable
in accordance with its terms. 
 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 8. Counterparts. This Amendment may be executed in counterparts (and by different
parties hereto in 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 of this Amendment by telecopy or
other secured electronic format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment. 

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

					
	SPARK NETWORKS USA, LLC, as Borrower
		
	By:	 	 /s/ Brett Zane

	Name:	 	Brett Zane
	Title:	 	CFO
	
	SPARK NETWORKS, INC., as Parent
		
	By:	 	 /s/ Brett Zane

	Name:	 	Brett Zane
	Title:	 	CFO
	
	LOV USA, LLC, as Subsidiary Guarantor
		
	By:	 	 /s/ Brett Zane

	Name:	 	Brett Zane
	Title:	 	CFO
	
	MINGLEMATCH, INC., as Subsidiary Guarantor
		
	By:	 	 /s/ Brett Zane

	Name:	 	Brett Zane
	Title:	 	Treasurer
	
	HURRYDATE, LLC, as Subsidiary Guarantor
		 	By:	 	LOV USA, LLC, its Sole Member
		
	By:	 	 /s/ Brett Zane

	Name:	 	Brett Zane
	Title:	 	CFO
	
	SN EVENTS, INC., as Subsidiary Guarantor
		
	By:	 	 /s/ Brett Zane

	Name:	 	Brett Zane
	Title:	 	CFO
	
	KIZMEET, INC., as Subsidiary Guarantor
		
	By:	 	 /s/ Brett Zane

	Name:	 	Brett Zane
	Title:	 	CFO



  

					
		 		 	SPARK NETWORKS USA, LLC
		 	4	 	FIFTH AMENDMENT TO CREDIT AGREEMENT










							
		 		 	SN HOLDCO, LLC, as Subsidiary Guarantor
				
		 		 	By:	 	 /s/ Brett Zane

		 		 	Name:	 	Brett Zane
		 		 	Title:	 	CFO
				
	ADMINISTRATIVE	 		 		 	
	AGENT:	 		 	BANK OF AMERICA, N.A.,
		 		 	as Administrative Agent
				
		 		 	By:	 	 /s/ Julie Yamauchi

		 		 	Name:	 	Julie Yamauchi
		 		 	Title:	 	Senior Vice President
			
	LENDERS:	 		 	BANK OF AMERICA, N.A.,
		 		 	as Lender, L/C Issuer and Swing Line Lender
				
		 		 	By:	 	 /s/ Julie Yamauchi

				
		 		 	Name:	 	Julie Yamauchi
		 		 	Title:	 	Senior Vice President


  

					
		 		 	SPARK NETWORKS USA, LLC
		 	5	 	FIFTH AMENDMENT TO CREDIT AGREEMENT