Exhibit 10.1


 


FOURTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


This Fourth Amendment
to Amended and Restated Credit Agreement (this “Amendment”) dated as of February 26, 2016, is by and
among EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”), EVERYDAY HEALTH MEDIA, LLC,
a Delaware limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited
liability company (“MedPage” and together with EDH, EDH Media, and MedPage, individually and collectively,
jointly and severally, the “Borrower”), DOCTORDIRECTORY.COM, LLC, a Delaware limited liability
company (“DoctorDirectory”), CAMBRIDGE BIOMARKETING GROUP, LLC, a Delaware limited liability company
(“Cambridge”), TEA LEAVES HEALTH, LLC, a Georgia limited liability company (“Tea Leaves”,
and together with DoctorDirectory and Cambridge, individually and collectively, jointly and severally, the “Guarantor”),
the several banks and other financial institutions or entities party to this Amendment as a “Lender” hereunder (each
a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”),
as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”),
SVB, as the Issuing Lender (as defined in the Credit Agreement referred to below), and SVB, as the
Swingline Lender (as defined in the Credit Agreement referred to below).


 


W I T N E S S E T H:


 


WHEREAS, the
parties hereto are party to that certain Amended and Restated Credit Agreement dated as of November 10, 2014, as amended by that
certain First Amendment to Amended and Restated Credit Agreement and Consent dated as of March 19, 2015, by that certain Second
Amendment to Amended and Restated Credit Agreement dated as of March 31, 2015, and by that certain Third Amendment to Amended and
Restated Credit Agreement dated as of August 21, 2015 (as the same may be further amended, modified, supplemented or restated and
in effect from time to time, the “Credit Agreement”); and


 


WHEREAS, the
Borrower has requested, and the Borrower, the Required Lenders and the Administrative Agent have agreed to modify and amend certain
terms and conditions of the Credit Agreement.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.       Capitalized
Terms.  All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the
Credit Agreement.


 


2.       Amendment
to Section 7.1 of the Credit Agreement.


 


		(a)	The table contained in Section 7.1(a) of the Credit Agreement is hereby amended and restated in
its entirety as follows:



 




    	 	 	 



     


    

  


	 	 	Consolidated Fixed Charge
	“Quarter Ending	 	Coverage Ratio
	 	 	 
	September 30, 2014	 	1.75:1.00
	December 31, 2014	 	1.25:1.00
	March 31, 2015	 	1.25:1.00
	June 30, 2015	 	1.75:1.00
	September 30, 2015	 	2.50:1.00
	December 31, 2015	 	3.00:1.00
	March 31, 2016	 	1.75:1.00
	June 30, 2016	 	1.75:1.00
	September 30, 2016	 	1.75:1.00
	December 31, 2016	 	1.75:1.00
	March 31, 2017	 	1.75:1.00
	Thereafter	 	2.00:1.00”


 




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		(b)	The table contained in Section 7.1(b) of the Credit Agreement is hereby amended and restated in
its entirety as follows:



 


	Quarter Ending	 	Consolidated Leverage Ratio
	 	 	 
	September 30, 2014	 	3.25:1.00
	December 31, 2014	 	3.50:1.00
	March 31, 2015	 	3.50:1.00
	June 30, 2015	 	3.25:1.00
	September 30, 2015	 	3.00:1.00
	December 31, 2015	 	2.75:1.00
	March 31, 2016	 	3.00:1.00
	June 30, 2016	 	3.00:1.00
	September 30, 2016	 	2.75:1.00
	December 31, 2016	 	2.75:1.00
	March 31, 2017	 	2.75:1.00
	June 30, 2017	 	2.50:1.00
	September 30, 2017	 	2.50:1.00
	December 31, 2017	 	2.50:1.00
	March 31, 2018	 	2.50:1.00
	June 30, 2018	 	2.25:1.00
	September 30, 2018	 	2.25:1.00
	December 31, 2018	 	2.25:1.00
	March 31, 2019	 	2.25:1.00
	Thereafter	 	2.00:1.00”


 


3.       Conditions
Precedent to Effectiveness.  This Amendment shall not be effective until each of the following conditions precedent
have been fulfilled to the satisfaction of and in form and substance satisfactory to, as applicable, the Administrative Agent (such
date, the “Fourth Amendment Effective Date”):


 


(a)          This
Amendment shall have been duly executed and delivered by the respective parties hereto.  The Administrative Agent shall
have received a fully executed copy hereof.


 


(b)          That
certain fee letter dated as of the date hereof by and between the Borrower and SVB (the “Fourth Amendment Fee Letter”)
shall have been duly executed and delivered by the respective parties thereto, and the Administrative Agent shall have received
all fees required to be paid on or prior to the Fourth Amendment Effective Date pursuant to the Fourth Amendment Fee Letter.  The
Administrative Agent shall disburse the fees payable pursuant to the Fourth Amendment Fee Letter to the parties entitled to such
fees promptly after receipt thereof.  


 




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(c)          All
necessary consents and approvals to this Amendment shall have been obtained by the Loan Parties.


 


(d)          After
giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.


 


(e)          After
giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents
shall be (i) to the extent qualified by materiality, true and correct in all respects, and (ii) to the extent not qualified by
materiality, true and correct in all material respects, in each case on and as of the date hereof, as though made on such date
(except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects as of such earlier date).


 


4.            Representations
and Warranties.  Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:


 


(a)          This
Amendment is, and each other Loan Document to which it is or will be a party, when executed and delivered by each Loan Party that
is a party thereto, will be the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in
accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally and equitable principals (whether enforcement is sought
by proceedings in equity or at law).


 


(b)          Its
representations and warranties set forth in this Amendment, the Credit Agreement, as amended by this Amendment and after giving
effect hereto, and the other Loan Documents to which it is a party are (i) to the extent qualified by materiality, true and correct
in all respects and (ii) to the extent not qualified by materiality, true and correct in all material respects, in each case, on
and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely
to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects
as of such earlier date).


 


(c)          The
execution and delivery by each Loan Party of this Amendment, the performance by such Loan Party of its obligations hereunder and
the performance of the Borrower under the Credit Agreement, as amended by this Amendment, (i) have been duly authorized by all
necessary organizational action on the part of such Loan Party and (ii) will not (A) violate any provisions of the certificate
of incorporation or formation or organization or bylaws or limited liability company agreement or limited partnership agreement
of such Loan Party or (B) constitute a violation by such Loan Party of any applicable material Requirement of Law.  


 


5.            Each
Loan Party acknowledges that the Administrative Agent and the Lenders have acted in good faith and have conducted in a commercially
reasonable manner their relationships with each Loan Party in connection with this Amendment and in connection with the other Loan
Documents.  Each Loan Party understands and acknowledges that the Administrative Agent and the Lenders are entering into
this Amendment in reliance upon, and in partial consideration for, the above representations, warranties, and acknowledgements,
and agrees that such reliance is reasonable and appropriate.


 




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6.          Payment
of Costs and Expenses.  The Borrower shall pay to the Administrative Agent all reasonable costs and
out-of-pocket expenses of every kind in connection with the preparation, negotiation, execution and delivery of this
Amendment and any documents and instruments relating hereto or thereto (which costs include, without limitation, the
reasonable and documented fees and expenses of any attorneys retained by the Administrative Agent).


 


7.         Choice
of Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  Each party hereto submits to the
exclusive jurisdiction of the State and Federal courts in the Southern District of the State of New York; provided, however, that
nothing in the Credit Agreement, as amended by this Amendment, or this Amendment, shall be deemed to operate to preclude the Administrative
Agent or any Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any
other security for the Obligations, or to enforce a judgment or other court order in favor of such Agent or such Lender. TO
THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING
OUT OF OR BASED UPON THIS AMENDMENT, THE OTHER LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH
OF DUTY AND ALL OTHER CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AMENDMENT, AND THAT EACH WILL CONTINUE TO RELY
ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH
LEGAL COUNSEL.  


 


8.         Counterpart
Execution.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute
but one and the same Amendment.  Delivery of an executed counterpart of this Amendment by telefacsimile or by e-mail
transmission of an Adobe file format document (also known as a PDF file) shall be equally as effective as delivery of an original
executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or by e-mail
transmission of an Adobe file format document (also known as a PDF file) also shall deliver an original executed counterpart of
this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding
effect of this Amendment.


 




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9.            Effect
on Loan Documents.


 


(a)          The
amendments and consent set forth herein shall be limited precisely as written and shall not be deemed (a) to be a forbearance,
waiver, or modification of any other term or condition of the Credit Agreement or of any Loan Documents or to prejudice any right
or remedy which the Administrative Agent may now have or may have in the future under or in connection with the Loan Documents;
(b) to be a consent to any future consent or modification, forbearance, or waiver to the Credit Agreement or any other Loan Document,
or to any waiver of any of the provisions thereof; or (c) to limit or impair the Administrative Agent’s right to demand strict
performance of all terms and covenants as of any date.  Each Loan Party hereby ratifies and reaffirms its obligations
under the Credit Agreement and the other Loan Documents to which it is a party and agrees that none of the consents or modifications
to the Credit Agreement set forth in this Amendment shall impair such Loan Party’s obligations under the Loan Documents or
the Administrative Agent’s rights under the Loan Documents.  Each Loan Party hereby further ratifies and reaffirms
the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection with the Guarantee and Collateral
Agreement or any other Loan Document to the Administrative Agent on behalf and for the benefit of the Secured Parties, as collateral
security for the obligations under the Loan Documents, in accordance with their respective terms, and acknowledges that all of
such Liens, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such
obligations from and after the date hereof.  Each Loan Party acknowledges and agrees that the Credit Agreement and each
other Loan Document is still in full force and effect and acknowledges as of the date hereof that such Loan Party has no defenses
to enforcement of the Loan Documents.  Each Loan Party waives any and all defenses to enforcement of the Credit Agreement
as amended hereby and each other Loan Documents that might otherwise be available as a result of this Amendment of the Credit Agreement.  To
the extent any terms or provisions of this Amendment conflict with those of the Credit Agreement or other Loan Documents, the terms
and provisions of this Amendment shall control.


 


(b)          To
the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions
of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended
accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.


 


(c)          This
Amendment is a Loan Document.


 


10.         Entire
Agreement.  This Amendment constitutes the entire agreement between the Loan Parties and the Lenders pertaining to
the subject matter contained herein and supersedes all prior agreements, understandings, offers and negotiations, oral or written,
with respect hereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving
this Amendment.  All of the terms and provisions of this Amendment are hereby incorporated by reference into the Credit
Agreement, as applicable, as if such terms and provisions were set forth in full therein, as applicable.  All references
in the Credit Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or
words of like import shall mean the Credit Agreement as amended hereby.


 




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11.         Release.  Each
of the Borrower and each Guarantor may have certain Claims against the Released Parties, as those terms are defined below, regarding
or relating to the Credit Agreement or the other Loan Documents.  The Administrative Agent, the Lenders, the Lead Arranger,
the Co-Lead Arranger, the Issuing Lender, the Swingline Lender, the Borrower and the Guarantors desire to resolve each and every
one of such Claims in conjunction with the execution of this Amendment and thus each of the Borrower and each Guarantor makes
the releases contained in this Section 11.  In consideration of the Administrative Agent and the Lenders entering into
this Amendment, each of the Borrower and each Guarantor hereby fully and unconditionally releases and forever discharges each
of the Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender and their respective directors, officers, employees,
subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations
and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and
all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of
the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent,
asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated,
which the Borrower or any Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason
of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment
is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings
among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement
of the Loans, the Obligations, the Credit Agreement or any of the Loan Documents (collectively, all of the foregoing, the “Claims”).  Each
of the Borrower and each Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties
or of any facts or acts of omissions of the Released Parties which on the date hereof would be the basis of a claim by the Borrower
or any Guarantor against the Released Parties which is not released hereby.  Each of the Borrower and each Guarantor
represents and warrants that the foregoing constitutes a full and complete release of all Claims.


 


12.         Severability.  The
provisions of this Amendment are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof,
in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause
or provision in this Amendment in any jurisdiction.


 


[SIGNATURE PAGES FOLLOW]


 




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In
Witness Whereof, the
parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.




 


	 	BORROWER:
	 	 
	 	EVERYDAY HEALTH, INC.
	 	 
	 	By:	/s/ Alan Shapiro
	 	Name:	Alan Shapiro
	 	Title:	EVP and GC
	 	 
	 	EVERYDAY HEALTH MEDIA, LLC
	 	 
	 	By:	/s/ Alan Shapiro 
	 	Name:	Alan Shapiro 
	 	Title:	EVP and GC 
	 	 
	 	MEDPAGE TODAY, L.L.C.
	 	 
	 	By:	/s/ Alan Shapiro  
	 	Name:	Alan Shapiro
	 	Title:	President


 


Fourth Amendment to Amended and Restated
Credit Agreement


 




    	 	 	 



     


    

 


	 	GUARANTOR:
	 	 
	 	DOCTORDIRECTORY.COM, LLC
	 	 
	 	By:	/s/ Alan Shapiro
	 	Name:	Alan Shapiro
	 	Title: 	President
	 	 
	 	Cambridge BioMarketing Group, LLC
	 	 
	 	By:	/s/ Alan Shapiro
	 	Name:	Alan Shapiro
	 	Title:	President
	 	 	 
	 	TEA LEAVES HEALTH, LLC
	 	 
	 	By:	/s/ Alan Shapiro
	 	Name:	Alan Shapiro
	 	Title:	President


 


Fourth Amendment to Amended and Restated
Credit Agreement


 




    	 	 	 



     


    

 


	 	SILICON VALLEY BANK,
	 	as Administrative Agent, as a Lender, as Issuing Lender and as Swingline Lender
	 	 
	 	By:	/s/ Mickey Swift
	 	Name:	Mickey Swift 
	 	Title:	Vice President


 


Fourth Amendment to Amended and Restated
Credit Agreement


 




    	 	 	 



     


    

 


	 	COMERICA BANK,
	 	as a Lender
	 	 
	 	By:	/s/ John Benetti
	 	Name:	John Benetti
	 	Title: 	SVP


 


Fourth Amendment to Amended and Restated
Credit Agreement


 




    	 	 	 



     


    

 


	 	SUNTRUST BANK,
	 	as a Lender
	 	 
	 	By:	/s/ Brian Guffin
	 	Name: 	Brian Guffin
	 	Title:	Director


 


Fourth Amendment to Amended and Restated
Credit Agreement


 




    	 	 	 



     


    

 


	 	CIT FINANCE LLC,
	 	as a Lender
	 	 
	 	By:	/s/ Timothy G. Beh
	 	Name:	Timothy G. Beh
	 	Title:	Vice President


 


Fourth Amendment to Amended and Restated
Credit Agreement


 




    	 	 	 



     


    

 


	 	MUFG UNION BANK, N.A.,
	 	as a Lender
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


Fourth Amendment to Amended and Restated
Credit Agreement


 




    	 	 	 



     


    

 


	 	STIFEL BANK & TRUST,
	 	as a Lender
	 	 
	 	By:	/s/ John H. Phillips
	 	Name:	John H. Phillips
	 	Title:	Executive Vice President
	 	 	Stifel Bank & Trust


 


Fourth Amendment to Amended and Restated
Credit Agreement