**Exhibit 10.1**

 

**LOANAMENDMENT AGREEMENT**

 

This Loan Amendment Agreement dated as of May 16,2008 (this “Agreement”), is made by and among General Electric CapitalCorporation (“GE Capital”), Oxford Finance Corporation (“Oxford” and, togetherwith GE Capital, “Lenders”) and Favrille, Inc. a Delaware corporation(“Borrower”).

 

**WITNESSETH****:**

 

**WHEREAS**, GE Capital and Borrower are parties tothat certain Master Security Agreement dated as of December 30, 2005 asamended by an Amendment No. 1 dated as of December 30, 2005, pursuantto which GE Capital made a series of loans (the “GE Loans”) to Borrower arisingunder and evidenced by a series of promissory notes delivered by Borrower to GECapital (the foregoing Master Security Agreement, the promissory notes, this Agreement,and any other documents evidencing or relating to the obligations arisingthereunder, as any such documents may have been amended, restated, modified orsupplemented from time to time, are hereafter referred to as the “GE LoanDocuments”), which GE Loans are secured by a security interest in certainproperty owned by Borrower (the “GE Collateral”); and

 

**WHEREAS**, Oxford and Borrower are parties to thatcertain Master Security Agreement dated as of July 26, 2004, as amended byan Amendment No.1 dated December 29, 2004, and further amended byAmendment No.2 dated as of June 16, 2005, and further amended by AmendmentNo. 3 dated as of December 30, 2005, pursuant to which Oxford made aseries of loans (the “Oxford Loans”) to Borrower arising under and evidenced bya series of promissory notes delivered by Borrower to Oxford (the foregoingMaster Security Agreement, the promissory notes, this Agreement, and any otherdocuments evidencing or relating to the obligations arising thereunder, as anysuch documents may have been amended, restated, modified or supplemented fromtime to time, are hereafter referred to as the “Oxford Loan Documents”), whichOxford Loans are secured by a security interest in certain property owned byBorrower (the “Oxford Collateral”); and

 

**WHEREAS**, the GE Loan Documents Master SecurityAgreement dated as of July 26, 2004, as amended by an Amendment No.1 datedDecember 29, 2004, and further amended by Amendment No.2 dated as of June 16,2005, and further amended by Amendment No. 3 dated as of December 30,2005 (the “GE Letter of Credit Covenant”); and

 

**WHEREAS**, the Oxford Loan Documents include acovenant that requires Borrower to cause the issuance of a standby letter ofcredit to Oxford in the event that Borrower’s unrestricted cash equivalents incertain deposit accounts fall below $15,000,000 (the “Oxford Letter of CreditCovenant”); and

 

**WHEREAS,**Borrower has requested that each Lender agree toreduce the $15,000,000 figure in its respective covenant to $14,500,000; and

 

**WHEREAS**, each Lender is willing to do so on the terms andconditions set forth herein.

 

**NOW, THEREFORE**, in consideration of the premises, thecovenants and agreements contained herein, and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theparties do hereby agree as follows:

 

**STATEMENT OF TERMS**

 

### **.1**             Amendment of GELetter of Credit Covenant; Payment of Amendment Fee.  GE Capital and Borrower hereby agree that the GELetter of Credit Covenant is hereby amended to delete the reference to“$15,000,000” and to replace it with “$14,500,000.”  Other than such specific amendment, all ofthe terms and conditions applicable to 

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### **the GE Letter of Credit Covenant remain in fullforce and effect and are not modified by this Agreement.  In consideration of GE Capital agreeing tothe foregoing, Borrower agrees to pay GE Capital a fee in the amount of$16,693.42 (the “GE Capital Amendment Fee”). The GE Capital Amendment Fee shall be fully-earned upon the executionand delivery of this Agreement and shall constitute part of the obligations ofBorrower to GE Capital secured by the GE Capital Collateral.  The GE Capital Amendment Fee shall be paid byBorrower to GE Capital by wire transfer on June 2, 2008.**

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### **.2**             Amendment ofOxford Letter of Credit Covenant; Payment of Amendment Fee.  Oxford and Borrower hereby agree that the OxfordLetter of Credit Covenant is hereby amended to delete the reference to“$15,000,000” and to replace it with “$14,500,000.”  Other than such specific amendment, all ofthe terms and conditions applicable to the Oxford Letter of Credit Covenantremain in full force and effect and are not modified by this Agreement.  In consideration of Oxford agreeing to theforegoing, Borrower agrees to pay Oxford a fee in the amount of $13,306.58 (the“Oxford Amendment Fee”).  The OxfordAmendment Fee shall be fully-earned upon the execution and delivery of thisAgreement and shall constitute part of the obligations of Borrower to Oxfordsecured by the Oxford Collateral.  TheOxford Amendment Fee shall be paid by Borrower to Oxford by wire transfer on June 2,2008.

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### **.3**             GE LoanDocuments and Oxford Loan Documents Are Separate and Distinct.  The parties acknowledge that they are entering intoa single agreement modifying the GE Loan Documents and the Oxford LoanDocuments solely for administrative convenience.  By entering into this Agreement, neither GECapital nor Oxford is acquiring or undertaking any rights or obligations underthe loan documents of the other Lender. The parties hereto agree that the GE Loan Documents and the Oxford LoanDocuments shall remain separate and distinct legal obligations of the partiesthereto.  Nothing herein shall prevent orinhibit either GE Capital or Oxford from entering into any future amendment,waiver, consent, or other agreement with Borrower under its respective loandocuments and each Lender reserves its rights to do so; provided that nothingherein is intended to alter the terms of the Intercreditor Agreement between GECapital and Oxford which shall continue in effect on the terms set forththerein.

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### **.4**             Acknowledgement of Obligations.  Except as expressly modified, consented to, orwaived under this Agreement, Borrower hereby acknowledges, confirms, andratifies all of the terms and conditions set forth in, and all of itsobligations under, each of the GE Loan Documents and the Oxford LoanDocuments.  All amounts owed by Borrowerto the respective Lender thereunder are unconditionally owing by Borrower,without offset, defense, or counterclaim of any kind.

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### **.5**             Binding Effect of Documents.  Borrower hereby acknowledges, confirms, and agreesthat: (a) except as otherwise modified by the terms of this Agreement,each of the GE Loan Documents and the Oxford Loan Documents has been duly executedand delivered by Borrower, and each is in full force and effect as of the datehereof; (b) the agreements and obligations of Borrower contained in suchdocuments and in this Agreement constitute the legal, valid, and bindingobligations of Borrower, enforceable against it in accordance with theirrespective terms, and Borrower has no valid defense to the enforcement of suchobligations; and (c) each Lender is and shall be entitled to the rights,remedies, and benefits provided in its loan documents and applicable law.

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### **.6**             Expenses.  Borrower agrees to reimburse each Lender forall reasonable costs and expenses, including reasonable attorneys fees,incurred by such Lender in connection with (a) Borrower’s request for anamendment or waiver with respect to the GE Capital Letter of Credit Covenantand the Oxford Letter of Credit Covenant, (b) the negotiation,documentation, and implementation of this Agreement, and (c) anysubsequent request by Borrower for a further amendment or waiver with respectto the GE Capital Letter of Credit Covenant and the Oxford Letter of CreditCovenant or any other provision of the GE Capital Loan Documents or the OxfordLoan Documents.  The costs and expensesreferred to in the foregoing clauses (a) and (b) are hereafter referredto as the “Current Lender Costs.”  Thecosts and expenses referred to in the foregoing clause (c) are hereafterreferred to as the “Future Lender Costs.” Borrower agrees to pay to each Lender its Current Lender Costs by wiretransfer on June 2, 2008; provided that the applicable Lender has invoicedBorrower for such Current Lender Costs on or before May 28, 2008.  Any other Current Lender Costs and all FutureLender Costs shall be paid to the applicable Lender within five business daysof such Lender invoicing Borrower therefor.

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### **.7**             FurtherAssurances.  Borrower agrees that it shall, at its ownexpense and upon the reasonable written request of a Lender, duly execute anddeliver, or cause to be duly executed and delivered, to such Lender suchfurther documents and do and cause to be done such further acts as may benecessary or proper in the reasonable opinion of such Lender to carry out moreeffectively the provisions and purposes of this Agreement and the other LoanDocuments.

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### **.8**             General Representations and Warranties.  To induce each Lender to enter into this Agreement,Borrower hereby represents and warrants to each Lender that: (a) eachrepresentation and warranty of Borrower set forth in the GE Loan Documents andthe Oxford Loan Documents is true and correct in all material respects on andas of the date hereof (except to the extent that any such representation orwarranty expressly relates to a prior specific date or period, in which case itis true and correct as of such prior date or period); (b) no default hasoccurred and is continuing as of this date under the GE Loan Documents or theOxford Loan Documents; (c) Borrower has the power and is duly authorizedto enter into, deliver and perform its obligations under this Agreement and toperform its obligations under the GE Loan Documents and the Oxford LoanDocuments; and (d) this Agreement and each of the GE Loan Documents andthe Oxford Loan Documents is the legal, valid and binding obligation ofBorrower enforceable against it in accordance with its terms.

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### **.9**             Conditions Precedent to Effectiveness of this Agreement.  ThisAgreement shall become effective upon the satisfaction (or waiver by bothLenders in the sole discretion of each) of each of the following conditionsprecedent (the “Agreement Effective Date”):

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#### **.A**                                   Each Lender shall have received one or morecounterparts of this Agreement duly executed and delivered by Borrower and eachother person party hereto, together with such other documents, if any, aseither Lender shall specify.

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### **.10**           Release.  Borrower hereby releases, remises, acquits andforever discharges each Lender and each of their employees, agents,representatives, consultants, attorneys, fiduciaries, officers, directors,partners, predecessors, successors and assigns, subsidiary corporations, parentcorporations, and related corporate divisions (collectively, the “ReleasedParties”), from any and all actions and causes of action, judgments,executions, suits, debts, claims, demands, liabilities, obligations, damagesand expenses of any and every character, known or unknown, direct and/orindirect, at law or in equity, of whatsoever kind or nature, for or because ofany matter or things done, omitted or suffered to be done by any of theReleased Parties prior to and including the Agreement Effective Date, whicharises out of or is connected to the GE Loan Documents and the Oxford LoanDocuments (collectively, the “Released Matters”).  Borrower acknowledges that the agreements inthis Section are intended to be in full satisfaction of all or any allegedinjuries or damages arising in connection with the Released Matters.

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Without limiting the generality of the foregoing,Borrower hereby waives the provisions of any statute that prevents a generalrelease from extending to claims unknown by the releasing party.  By entering into this release, Borrowerrecognizes that no facts or representations are ever absolutely certain and itmay hereafter discover facts in addition to or different from those which itpresently knows or believes to be true, but that it is the intention ofBorrower to hereby to fully, finally and forever settle and release allmatters, disputes and differences, known or unknown, suspected orunsuspected.  Accordingly, if Borrowershould subsequently discover that any fact that it relied upon in deliveringthis release was untrue, or that any understanding of the facts was incorrect,Borrower shall not be entitled to set aside this release by reason thereof,regardless of any claim of mistake of fact or law or any other circumstanceswhatsoever.  Borrower acknowledges thatit is not relying upon and has not relied upon any representation or statementmade by either Lender with respect to the facts underlying this release or withregard to Borrower’s rights or asserted rights.

 

This release may be pleaded as a full and completedefense and/ or as a cross-complaint or counterclaim against any action, suit,or other proceeding that may be instituted, prosecuted or attempted in breachof this release.  Borrower acknowledges thatthe release contained herein constitutes a material inducement to each Lenderto enter into this Agreement and that neither Lender would not have done so butfor its expectation that such release is valid and enforceable in all events.

 

### **.11**           Continuing Effect of Documents.  Except asexpressly modified, amended, or waived hereby, the provisions of each of the GELoan Documents and the Oxford Loan Documents, and the liens granted thereunder,are and shall remain in full force and effect.

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### **.12**           Counterparts.This Agreement may be executed in multiple counterparts, each of which shall bedeemed to be an original and all of which when taken together shall constituteone and the same document.  Any signaturedelivered by a party via facsimile or electronic transmission shall be deemedto be an original signature hereto.

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### **.13**           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWAREAPPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THEPRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.

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[Remainder of Page Intentionally Left Blank; Signatures Begin onNext Page]

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be duly executed and delivered as of the day and yearspecified at the beginning hereof.

 

 
|   | FAVRILLE, INC.                        |
|--------|---------------------------------------|
|   |                                  |
|   | By:                                   | /s/ Tamara A. Seymour |
|   | Name:                                 |   Tamara A.  Seymour |
|   | Title:                                |   Chief Financial Officer |
|   |                                  |   |
|   |                                  |   |
|   | GENERAL ELECTRIC  CAPITAL CORPORATION |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Scott Towers |
|   | Name:                                 |   Scott  Towers |
|   | Title:                                |   Duly  Authorized Signatory |
|   |                                  |   |
|   |                                  |   |
|   | OXFORD FINANCE CORPORATION            |
|   |                                  |
|   | By:                                   | /s/ T. A. Lex |
|   | Name:                                 |   T. A. Lex |
|   | Title:                                |     COO |

 

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