exv10w1







Exhibit 10.1




THIRD AMENDMENT

TO

LOAN AND SECURITY AGREEMENT




This Third Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of June 9,
2010, by and between Square 1 Bank (the “Bank”) and Local.com Corporation (the “Borrower”).




RECITALS




Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 26, 2009
(as amended from time to time, the “Agreement”). The parties desire to amend the Agreement in
accordance with the terms of this Amendment. Unless otherwise defined herein, capitalized terms
shall have the same meaning as given to them in the Agreement.




NOW, THEREFORE, the parties agree as follows:





	1)	 	Section 6.7(a) of the Agreement is hereby amended and restated as follows:






     (a) EBITDA. For the corresponding months set forth in the table immediately below,
calculated on a rolling three-months basis, an Adjusted EBITDA of not less than the amounts
shown. If the Borrower exercises the Conversion Option set forth in Section 2.1(c)(ii) hereof,
this minimum Adjusted EBITDA covenant shall no longer apply after the Non-Formula Revolving
Maturity Date.



	 	 	 	 	 
	Minimum Adjusted EBITDA
	Rolling 3-months
	Oct-09

	 	$	617,458	 
	Nov-09

	 	$	727,968	 
	Dec-09

	 	$	870,379	 
	Jan-10

	 	$	904,738	 
	Feb-10

	 	$	899,732	 
	Mar-10

	 	$	858,520	 
	Apr-10

	 	$	124,011	 
	May-10

	 	$	872,937	 







	2)	 	Unless otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force
and effect in accordance with its respective terms and hereby is ratified and confirmed in all
respects. Except as expressly set forth herein, the execution, delivery, and performance of
this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or
remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies
and reaffirms the continuing effectiveness of all agreements entered into in connection with
the Agreement.






	3)	 	Borrower represents and warrants that the representations and warranties contained in the
Agreement are true and correct as of the date of this Amendment.






	4)	 	This Amendment may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument.





Local.com — 3rd Amendment to LSA




 









 









	5)	 	As a condition to the effectiveness of this Amendment, Bank shall have received, in form and
substance satisfactory to Bank, the following:






	 	a)	 	this Amendment, duly executed by Borrower;
	 
	 	b)	 	all Bank Expenses incurred through the date of this Amendment, which may be debited
from any of Borrower’s accounts; and
	 
	 	c)	 	such other documents and completion of such other matters, as Bank may reasonably deem
necessary or appropriate.





[Remainder of Page Intentionally Left Blank]




Local.com – 3rd Amendment to LSA






 









 







IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above
written.




	 	 	 	 	 	 	 	 	 

	Local.com Corporation	 	 	 	Square 1 Bank
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kenneth S.n
	 	 	 	By:
	 	/s/ Chris Erro
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	VP Finance
	 	 	 	Its:
	 	Vice President
	 

	 	 
	 	 	 	 	 	 





[Signature Page to Third Amendment to Loan and Security Agreement]




Local.com – 3rd Amendment to LSA