exv10w37






Exhibit 10.37




SIXTH AMENDMENT

TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Sixth Amendment to Second Amended and Restated Credit Agreement (this
“Amendment”), dated as of December 23, 2009, is made by and among infoGROUP INC., a
Delaware corporation, formerly known as infoUSA Inc. (the “Borrower”), the financial
institutions party hereto in the capacity of a Lender (as defined in the Credit Agreement defined
below), BANK OF AMERICA, N.A., successor in interest to LASALLE BANK NATIONAL ASSOCIATION and
CITIBANK, N.A., formerly known as CITIBANK, F.S.B., as syndication agents (in such capacity, the
“Syndication Agents”), BANK OF AMERICA, N.A., as documentation agent (in such capacity, the
“Documentation Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as sole lead arranger,
sole book runner and administrative agent (in such capacity, the “Administrative Agent”).
This Amendment becomes effective as provided in Section 5 hereof.



Recitals




     The Borrower, the Administrative Agent, the Syndication Agents, the Documentation Agent and
certain financial institutions (including those party hereto) are parties to that certain Second
Amended and Restated Credit Agreement dated as of February 14, 2006, as amended by that certain
First Amendment to Second Amended and Restated Credit Agreement dated as of March 16, 2007, that
certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 16, 2007,
that certain Third Amendment to Second Amended and Restated Credit Agreement and Waiver of Default
dated as of March 26, 2008, that certain Fourth Amendment to Second Amended and Restated Credit
Agreement and Waiver of Default dated as of June 27, 2008, and that certain Fifth Amendment to
Second Amended and Restated Credit Agreement dated as of March 23, 2009 (as so amended and together
with all further amendments, supplements, modifications and restatements from time to time thereof
the “Credit Agreement”). Capitalized terms used in these Recitals have the meanings given
in the Credit Agreement.



     The Borrower has requested that the Administrative Agent, the Syndication Agents, the
Documentation Agent and the Lenders amend the Consolidated Net Worth covenant. The Administrative
Agent, the Syndication Agents, the Documentation Agent and the Lenders are willing to grant the
Borrower’s request on the terms and conditions set forth herein.



     ACCORDINGLY, in consideration of the premises and of the mutual covenants and agreements
herein contained, it is agreed as follows:



     1. Definitions. All terms used in this Amendment that are defined in the Credit
Agreement and not otherwise defined herein have the meanings given them in the Credit Agreement.



     2. Consolidated Net Worth. Section 10.9 of the Credit Agreement is amended to read as
follows:



     Section 10.9 Consolidated Net Worth. The Borrower will not permit the Consolidated
Net Worth as of the end of any fiscal quarter of the Borrower to be less than the sum of (a) 80% of
Consolidated Net Worth as of December 31, 2005, plus (b) an amount equal to 50% of positive
Consolidated Net Income earned in each fiscal quarter ending after December 31, 2005, less
(c) for any fiscal quarter ending after September 30, 2009 in which Consolidated Net Income is less
than zero and non-cash impairment charges to goodwill, intangible assets and/or long-lived assets
occurred, an amount equal to the lesser of (i) the absolute value of such non-cash impairment
charges or (ii) the absolute value of Consolidated Net Income for such quarter, plus (d) an
amount equal to 100% of the aggregate increases in shareholders’ equity of the Companies after the
Closing Date by reason of the issuance and sale of capital stock of the Borrower for cash
consideration (including upon any conversion of debt securities of the Borrower into such capital
stock).



     3. No Other Changes. Except as explicitly amended by this Amendment, all of the terms
and conditions of the Credit Agreement remain in full force and effect.



 









 





     4. Representations and Warranties. The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders as follows:



     (a) The Borrower has all requisite power and authority, corporate or otherwise, to execute and
deliver this Amendment, and to perform this Amendment and the Credit Agreement as amended hereby.
This Amendment has been duly and validly executed and delivered to the Administrative Agent, the
Syndication Agents, the Documentation Agent and the Lenders by the Borrower, and this Amendment,
and the Credit Agreement as amended hereby, constitute the Borrower’s legal, valid and binding
obligations enforceable in accordance with their terms, except to the extent that such enforcement
may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally or by general equitable principles.



     (b) The execution, delivery and performance by the Borrower of this Amendment, and the
performance of the Credit Agreement as amended hereby, have been duly authorized by all necessary
corporate action and do not and will not (i) require any authorization, consent or approval by any
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign,
(ii) violate the Borrower’s articles of incorporation or bylaws or any provision of any law, rule,
regulation or order presently in effect having applicability to the Borrower, or (iii) result in a
breach of or constitute a default under any indenture or agreement to which the Borrower is a party
or by which the Borrower is bound.



     (c) All of the representations and warranties contained in Article VIII of the Credit
Agreement, as amended hereby, are correct on and as of the date hereof as though made on and as of
such date.



     5. Conditions. This Amendment becomes effective only if the Administrative Agent has
received (or waived the receipt of) each of the following, in form and substance satisfactory to
the Administrative Agent, on or before April 30, 2009 (or such later date as the Administrative
Agent may agree to in writing):



     (a) this Amendment, duly executed by the Borrower and each of the Lenders below;



     (b) the Acknowledgment and Agreement of Guarantors attached hereto, duly executed by the
Guarantors;



     (c) a certificate of an officer of the Borrower certifying (i) that the execution, delivery
and performance of this Amendment, and the performance of the Credit Agreement as amended hereby,
have been duly approved by all necessary action of the board of directors of the Borrower, and
attaching true and correct copies of the applicable resolutions granting such approval, (ii) that
attached to such certificate are true and correct copies of the articles of incorporation and the
bylaws of the Borrower, together with such copies, and (iii) the names of the officers of the
Borrower that are authorized to sign this Amendment, together with the true signatures of such
officers;



     6. References. All references in the Credit Agreement to “this Agreement” shall be
deemed to refer to the Credit Agreement as amended hereby; and any and all references in the
Security Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as
amended hereby.



     7. No Waiver. The execution of this Amendment and any documents related hereto shall
not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or
breach, default or event of default under any Security Document or other document held by the
Administrative Agent and the Lenders, whether or not known to the Administrative Agent and the
Lenders and whether or not existing on the date of this Amendment.



     8. Release. The Borrower and each Guarantor by signing the Acknowledgment and
Agreement of Guarantors set forth below, each hereby absolutely and unconditionally releases and
forever discharges the Administrative Agent and the Lenders, and any and all participants, parent
corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors
and assigns thereof, together with all of the present and former directors, officers, agents and
employees of any of the foregoing, from any and all claims, demands or causes of action of any
kind, nature or description, whether arising in law or equity or upon contract or tort or under any
state or federal law or otherwise, which the Borrower or such Guarantor has had, now has or has



infoGroup Sixth Amendment to Second

Amended and Restated Credit Agreement




 









 




made claim to have against any such person for or by reason of any act, omission, matter,
cause or thing whatsoever arising from the beginning of time to and including the date of this
Amendment, whether such claims, demands and causes of action are matured or unmatured or known or
unknown.




     9. Miscellaneous. This Amendment and the Acknowledgment and Agreement of Guarantors
may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original and all of which counterparts, taken together, shall constitute one and the
same instrument.



Signature pages follow




infoGroup Sixth Amendment to Second

Amended and Restated Credit Agreement




 









 





     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Amendment as of the date first above written.



	 	 	 	 	 
	 	infoGROUP INC.

 	 
	 	By:  	/s/ Thomas W. Oberdorf
 	 
	 	 	Name:  	Thomas W. Oberdorf 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

     as Administrative Agent and a Lender

 	 
	 	By:  	/s/ Joseph G. Colianni
 	 
	 	 	Name:  	Joseph G. Colianni 	 
	 	 	Title:  	Senior Vice President 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

     as Co-Syndication Agent, Documentation Agent and a Lender



	 
	 	By:  	/s/ Steven K. Kessler
 	 
	 	 	Name:  	Steven K. Kessler 	 
	 	 	Title:  	Senior Vice President 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	FIRST BANK

 	 
	 	By:  	/s/ Brenda J. Laux
 	 
	 	 	Name:  	Brenda J. Laux 	 
	 	 	Title:  	Executive Vice President 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	FIRST NATIONAL BANK OF OMAHA

 	 
	 	By:  	/s/ Donald L. Erikson
 	 
	 	 	Name:  	Donald L. Erikson 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Joseph T. Sullivan, III
 	 
	 	 	Name:  	Joseph T. Sullivan, III 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ William R. Kopp
 	 
	 	 	Name:  	William R. Kopp 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	PPM SHADOW CREEK FUNDING LLC

 	 
	 	By:  	/s/ Tara E. Kenny
 	 
	 	 	Name:  	Tara E. Kenny 	 
	 	 	Title:  	Assistant Vice President 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	SERVES 2006-1, Ltd.

 	 
	 	By:  	/s/ David C. Wagner
 	 
	 	 	PPM America, Inc., as Collateral Manager 	 
	 	 	Name: 

Title: 	 David C. Wagner


Managing Director 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)







 









 








	 	 	 	 	 
	 	PPM GRAYHAWK CLO, LTD.

 	 
	 	By:  	/s/ David C. Wagner
 	 
	 	 	PPM America, Inc., as Collateral Manager 	 
	 	 	Name: 

Title: 	 David C. Wagner


Managing Director 	 
	 



(Signature Page to infoGroup Sixth Amendment

to Second Amended and Restated Credit Agreement)









 









 








ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS

dated as of December 23, 2009





     Each of the undersigned, a guarantor of the indebtedness of infoGROUP INC., a Delaware
corporation formerly known as infoUSA Inc. (the “Borrower”), to the financial institutions
from time to time a party in the capacity of a lender (in such capacity, the “Lenders” and
each a “Lender”) to that certain Second Amended and Restated Credit Agreement, dated as of
February 14, 2006, as amended by that certain First Amendment to Second Amended and Restated Credit
Agreement dated as of March 16, 2007, that certain Second Amendment to Second Amended and Restated
Credit Agreement dated as of May 16, 2007, that certain Third Amendment to Second Amended and
Restated Credit Agreement and Waiver of Default dated as of March 26, 2008, that certain Fourth
Amendment to Second Amended and Restated Credit Agreement and Waiver of Default dated as of June
27, 2008 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as
of March 23, 2009 (as so amended, the “Credit Agreement”), by and among the Borrower, BANK
OF AMERICA, N.A., successor in interest to LASALLE BANK NATIONAL ASSOCIATION, and CITIBANK, F.S.B.,
as syndication agents (in such capacity, the “Syndication Agents”), BANK OF AMERICA, N.A.,
as documentation agent (in such capacity, the “Documentation Agent”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as sole lead arranger, sole book runner and administrative agent (in such
capacity, the “Administrative Agent”), pursuant to an Amended and Restated Subsidiaries
Guaranty dated as of February 14, 2006 (as so amended, the “Guaranty”), hereby
(i) acknowledges receipt of that certain Sixth Amendment to Second Amended and Restated Credit
Agreement (the “Sixth Amendment”) dated as of the date hereof among the Borrower, various
financial institutions, the Syndication Agents, the Documentation Agent and the Administrative
Agent; (ii) consents to the terms and execution thereof; (iii) reaffirms its obligations to the
Administrative Agent pursuant to the terms of the Guaranty and acknowledges that all indebtedness
arising under the Credit Agreement, as amended by the Sixth Amendment, whether evidenced by the
Notes (as defined therein) or otherwise, constitute Guaranteed Obligations guaranteed by the
Guaranty, and that all such indebtedness and all obligations of the undersigned under the Guaranty,
including but not limited to those obligations relating to the indebtedness arising under the
Credit Agreement, as amended, constitute Obligations secured by the Amended And Restated Security
Agreement dated as of February 14, 2006, by the Borrower and each of the undersigned in favor of
the Administrative Agent as collateral agent; and (iv) acknowledge that the Lenders, the
Syndication Agents, the Documentation Agent and the Administrative Agent may, with Borrower’s
consent, amend, restate, extend, renew or otherwise modify the Credit Agreement and any
indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or
other credit accommodations, without notifying or obtaining the consent of any of the undersigned
and without impairing the liability of any of the undersigned under the Guaranty for all of the
Borrower’s present and future indebtedness to the Lenders and the Administrative Agent.



Signature page follows







 









 








ADVANCED ANALYTICS, INC.,

ATLANTIC RESEARCH & CONSULTING, INC.,

CITY DIRECTORIES, INC.,

DIRECT MEDIA, INC.,

DIRECT MEDIA HOLDINGS, INC.,

DIRECT MEDIA, LLC.,

DIRECT MEDIA DATA SERVICES, LLC,

DONNELLEY MARKETING, INC.,

EDITH ROMAN HOLDINGS, INC.,

EXPRESS COPY, INC.,

GUIDELINE, INC.,

GUIDELINE CHICAGO, INC.,

GUIDELINE CONSULTING CORP.,

GUIDELINE RESEARCH CORP.,

HILL-DONNELLY CORPORATION,

INFOUSA MARKETING, INC.,

INFOUSA INC.,

INFOINTERNATIONAL INC.,

MILLARD GROUP, INC.,

ONESOURCE INFORMATION SERVICES, INC.,

OPINION RESEARCH CORPORATION,

OPINION RESEARCH NORTHWEST, INC.,

SALESGENIE.COM, INC.,

SIGNIA PARTNERS, INCORPORATED,

STOREFRONT IMAGES USA, INC.,

TGMVC CORPORATION,

TABLINE DATA SERVICES, INC.,

TTECH ACQUISITION CORP. (D/B/A TELTECH),

WASHINGTON RESEARCHERS, LTD.,

WALTER KARL, INC., and

YESMAIL, INC.




each as a Guarantor




	 	 	 	 	 
	By:

	 	/s/ Thomas W. Oberdorf
 

Name: Thomas W. Oberdorf
	 	 
	 

	 	Title: Treasurer