Exhibit 10.1





EXHIBIT 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT




THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of September 30, 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 (a) amend the Credit Agreement in certain
respects and (b) consent to the Borrower’s licensing of certain domain names and URLs and certain
of its intangible content to an indirect Foreign Subsidiary of the Borrower (the
“Licensee”) pursuant to that certain Content, Trademark and Platform license agreement (the
“Foreign License Agreement”) between the Borrower and the Licensee entered into and
effective as of October 1, 2011 (the “Foreign License”).



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. Consent. Subject to the other terms and conditions of this Agreement, the Lenders
hereby agree that the Borrower shall be permitted to affect the Foreign License notwithstanding the
terms of Section 8.05 of the Credit Agreement. The above consent shall not modify or
affect the Loan Parties’ obligations to comply fully with the terms of Section 8.05 of the
Credit Agreement or any other duty, term, condition or covenant contained in the Credit Agreement
or any other Loan Document in the future. This consent is limited solely to the Foreign License,
and nothing contained in this Section 1 shall be deemed to constitute a waiver of any other rights
or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other
Loan Documents or under applicable law.




2. Amendments. The Credit Agreement is hereby amended as follows:




(a) The following definitions are hereby added to Section 1.01 of the Credit Agreement
in appropriate alphabetical order to read as follows:




“Foreign License Agreement” means that certain Content, Trademark and
Platform License Agreement between the Borrower and one of its indirect Foreign
Subsidiaries, entered into and effective as of October 1, 2011 and relating to the
Borrower’s licensing of certain domain names and URLs.




(b) The definition of “Foreign Subsidiary” in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:


  


 









 






“Foreign Subsidiary” means any Subsidiary that is not a Domestic
Subsidiary. Notwithstanding the foregoing, for so long as a Domestic Subsidiary (a)
is a disregarded entity for U.S. federal income tax purposes and (b) maintains as its only
assets Equity Interests in Foreign Subsidiaries, such Domestic Subsidiary shall be
considered a Foreign Subsidiary hereunder. For the avoidance of doubt, if any
Domestic Subsidiary classified as a Foreign Subsidiary in accordance with the
preceding sentence (a “Subject Subsidiary”) ceases to be classified as a
Foreign Subsidiary hereunder, any other Domestic Subsidiary classified as a Foreign
Subsidiary hereunder that maintains as its only assets Equity Interests in such
Subject Subsidiary shall cease to be classified as a Foreign Subsidiary hereunder.




(c) The definition of “Loan Documents in Section 1.01 of the Credit Agreement is hereby
amended to read as follows:




“Loan Documents” means this Agreement, each Note, each Issuer Document,
each Joinder Agreement, each disclosure letter delivered in connection with a
Joinder Agreement, any agreement creating or perfecting rights in Cash Collateral
pursuant to the provisions of Section 2.14 of this Agreement, the Collateral
Documents and the Fee Letter.




(d) Section 8.16 of the Credit Agreement is hereby amended to read as follows:




8.16 Amendments of Certain Agreements.




(a) Amend, modify or change (or permit the amendment, modification or change
of) any of the terms or provisions of any Subordinated Indebtedness Document of any
Loan Party or any Subsidiary in a manner adverse to the Lenders; and




(b) Amend, modify or change (or permit the amendment, modification or change
of) any of the terms or provisions of the Foreign License Agreement in a manner
adverse to the Administrative Agent and/or the Lenders.



3. Conditions Precedent. This Agreement shall be effective upon satisfaction of the
following conditions precedent in a manner satisfactory to the Administrative Agent:




(a) 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; and




(b) the Administrative Agent shall have received a copy of the Foreign License
Agreement, certified by a Responsible Officer of the Borrower as true and correct and in
form and substance satisfactory to the Administrative Agent.




4. 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:
	 	President and Chief Financial Officer
	 
	 	 	 	 
	 	 	IARCHIVES, INC.,
	 	 	a Utah corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Howard Hochhauser
	 

	 	 	 	 
	 

	 	Name:
	 	Howard Hochhauser
	 

	 	Title:
	 	President and CFO
	 
	 	 	 	 
	 	 	ANCESTRY.COM DNA, LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Howard Hochhauser
	 

	 	 	 	 
	 

	 	Name:
	 	Howard Hochhauser
	 

	 	Title:
	 	VP and Chief Financial Officer





 


 









 





	 	 	 	 	 
	ADMINISTRATIVE
	 	 	 	 
	AGENT:	 	BANK OF AMERICA, N.A.,
	 	 	as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ken Puro
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Ken Puro

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/ Nick Zangari
	 

	 	 	 	 
	 

	 	Name:
	 	Nick Zangari
	 

	 	Title:
	 	Authorized Signatory