Exhibit 10.1


 


FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT AND CONSENT


 


This First Amendment
to Amended and Restated Credit Agreement and Consent (this “Amendment”) dated as of March 19, 2015, 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 (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).


 


WITNESSETH:


 


WHEREAS, the
parties hereto are party to that certain Amended and Restated Credit Agreement dated as of November 10, 2014 (as amended, modified,
supplemented or restated and in effect from time to time, the “Credit Agreement”); and


 


WHEREAS, EDH,
Cambridge BioMarketing Group, LLC, a Delaware limited liability company (“Cambridge”), the members of
Cambridge and the other parties thereto are entering into that certain Membership Interest Purchase Agreement dated on or about
March 19, 2015 (as amended, supplemented or otherwise modified from time to time, in accordance with the provisions hereof and
thereof, the “Cambridge Acquisition Agreement”; and together with all schedules, exhibits and annexes
thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, the “Cambridge
Acquisition Documentation”), pursuant to which EDH will purchase all of the membership interests in Cambridge, and
thereafter, Cambridge will be a wholly-owned Subsidiary of EDH (the “Cambridge Acquisition”); and


 


WHEREAS, the
Borrower has requested that the Required Lenders and the Administrative Agent consent to the Borrower’s consummation of the
Cambridge Acquisition and agree 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 1.1 of the Credit Agreement. The following new definitions are hereby added to Section 1.1 of the Credit Agreement
in appropriate alphabetical order:




    	 



    	



    

““Cambridge
Acquisition”: as defined in the First Amendment.”


 


““Cambridge
Acquisition Documentation”: as defined in the First Amendment.”


 


““Cambridge
Note”: the convertible promissory notes issued by EDH to the sellers under the Cambridge Acquisition Documentation
in the aggregate principal amount not to exceed $8,000,000 in form and substance and subject to terms and conditions reasonably
satisfactory to the Administrative Agent.”


 


““First
Amendment”: the First Amendment to Amended and Restated Credit Agreement and Consent dated as of March 19, 2015,
by and among, among others, the Loan Parties, the Administrative Agent, and the Required Lenders.”


 


3. Amendment to
Section 7.2 of the Credit Agreement. Section 7.2 of the Credit Agreement is hereby amended by (a) amending and restating
clause (p) thereof in its entirety as follows:


 


“(p) Indebtedness in
the form of purchase price adjustments, earn-outs (including, without limitation, the contingent consideration or other earn-outs
described in the Cambridge Acquisition Documentation, but excluding the Cambridge Note), deferred compensation, or other arrangements
representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition
or other Investment permitted by Section 7.8 (collectively, “Deferred Payment Obligations”);”


 


(b) deleting the period at
the end of clause (q) thereof and inserting “; and” in lieu thereof, and


 


(c) adding the following new clause
(r) as follows:


 


“(r) the Cambridge Note.”


 


4. Amendment to
Section 7.8 of the Credit Agreement. Section 7.8)(k)(x) of the Credit Agreement is hereby amended and restated in its
entirety as follows:


 


“(x) (A)
the aggregate amount of the cash consideration paid by the Group Members in connection with any particular Permitted Acquisition
(excluding the DD Acquisition) shall not exceed $45,000,000, and (B) the aggregate amount of the cash consideration paid by all
Group Members in connection with all such Permitted Acquisitions consummated from and after the Closing Date (excluding the Cambridge
Acquisition and the DD Acquisition) shall not exceed $125,000,000;”.


 


5. Consent.
The Administrative Agent and the Required Lenders hereby consent to the Borrower consummating the Cambridge Acquisition and agree
that the Cambridge Acquisition shall be a “Permitted Acquisition” under the Agreement; provided that such consent is
expressly conditioned on the following:




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		(a)	the Borrower shall have provided to the Administrative Agent a copy of the executed Cambridge Acquisition
Documentation, which shall be in form and substance reasonably satisfactory to the Administrative Agent;



 


		(b)	the Cambridge Acquisition shall be consummated in accordance with applicable law and the Cambridge
Acquisition Documentation without any amendment or modification thereof that is materially adverse to the Group Members, the Administrative
Agent or the Lenders;



 


		(c)	all conditions to the consummation of the Cambridge Acquisition set forth in the Cambridge Acquisition
Documentation shall have been satisfied; provided that no terms or conditions shall have been waived (other than
any waiver that is not adverse to the Group Members, the Administrative Agent, or the Lenders), without the consent of the Administrative
Agent;



 


		(d)	no Loan Party shall, as a result of or in connection with the Cambridge Acquisition, assume or
incur any direct or contingent liabilities (whether relating to environmental, tax, litigation or other matters) that, as of the
date of the Cambridge Acquisition, could reasonably be expected to result in the existence or incurrence of a Material Adverse
Effect;



 


		(e)	(i) immediately before and immediately after giving effect to the Cambridge Acquisition, no Default
or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to the Cambridge Acquisition, the
Borrower and its Subsidiaries shall be in compliance with each of the covenants set forth in Section 7.1 of the Credit Agreement,
based upon financial statements delivered to the Administrative Agent prior to the Cambridge Acquisition which give effect, on
a Pro Forma Basis, to the Cambridge Acquisition and (iii) the Loan Parties shall have Liquidity in an amount equal to or greater
than $35,000,000 immediately after giving effect to the consummation of such acquisition;



 


		(f)	no Indebtedness shall be assumed or incurred in connection with the Cambridge Acquisition, other
than the Cambridge Note;



 


		(g)	the Cambridge Acquisition shall not constitute an Unfriendly Acquisition;



 


		(h)	the Borrower shall have delivered to the Administrative Agent prior to the date the Cambridge acquisition
is to be consummated (or such later date as is agreed by the Administrative Agent in its sole discretion), a certificate of a Responsible
Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the
requirements set forth in this Section 5 have been satisfied or will be satisfied concurrently with or prior to the consummation
of the Cambridge Acquisition; and



 


		(i)	the Cambridge Acquisition shall have been consummated on or prior to March 31, 2015 (or such later
date as the Administrative Agent may agree in its sole discretion).





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6. Covenants.


 


		(a)	Cambridge and the Loan Parties shall comply with the requirements of Section 6.12 of the Credit
Agreement (without any regarding to the time limits set forth therein) and shall provide updated Collateral Information Certificates,
legal opinions and such other documentation reasonably requested by the Administrative Agent in connection therewith, in each case,
within five (5) Business Days after the consummation of the Cambridge Acquisition (or such longer period of time as the Administrative
Agent may agree in its sole discretion).



 


		(b)	The Borrower shall deliver to the Administrative Agent either (x) evidence of the inclusion of
Cambridge on Borrower’s existing insurance policies, or (y) certificates of insurance and endorsements with respect to Cambridge’s
liability, casualty and property insurance policies naming the Administrative Agent as an additional insured or lender loss payee,
as the case may be, in each case, in form and substance reasonably satisfactory to the Administrative Agent, in either case within
forty-five (45) days after the consummation of the Cambridge Acquisition.



 


		(c)	The Loan Parties shall cause Cambridge to comply with all provisions in Section 6.10 of the Credit
Agreement within ninety (90) days after the consummation of the Cambridge Acquisition (or such longer period of time
as the Administrative Agent may agree in its sole discretion) and deliver to the Administrative Agent Securities Account Control
Agreements and Deposit Account Control Agreements with respect to each deposit account and securities account of Cambridge.



 


		(d)	Prior to the effectiveness thereof, the Borrower shall deliver copies of substantially final drafts
of any proposed amendment, supplement, waiver or other modification with respect to the Cambridge Acquisition Documentation.



 


		(e)	The Borrower shall not and shall cause each of its Subsidiaries not to (a) amend, supplement or
otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the Cambridge Acquisition Documentation in a manner
that is materially adverse to the interests of the Group Members, the Administrative Agent or the Lenders with respect thereto;
or (b) fail to enforce, in a commercially reasonable manner, the Loan Parties’ rights (including rights to indemnification)
under the Cambridge Acquisition Documentation.



 


Notwithstanding anything
in the Credit Agreement (including, without limitation, Section 8 thereof), the failure of the Loan Parties to comply with any
of the foregoing covenants shall constitute an immediate Event of Default.


 


7. Conditions
Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent have been
fulfilled to the satisfaction of the Administrative Agent:




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


 


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


 


(d) 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).


 


(e) The Administrative
Agent shall have received, for the pro rata account of each Lender party to the Credit Agreement on the date hereof, a non-refundable
amendment fee in an amount equal to $115,000 payable in immediately available funds, which amendment fee shall be fully earned
when paid. The foregoing amendment fee shall be credited against the amendment fee payable to such Lenders in connection with the
execution and delivery of the proposed amendment to the Credit Agreement to, among other things, increase the Commitments; provided
that nothing contained herein shall be deemed a commitment of any Lender to enter into such amendment.


 


(f) The Administrative
Agent shall have received the fees costs and expenses required to be paid pursuant to Section 10 of this Amendment (including the
reasonable and documented fees and disbursements of legal counsel required to be paid thereunder).


 


8. 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).





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(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 by-laws 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.


 


9. 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.


 


10. 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).


 


11. 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.




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12. 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.


 


13. 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.




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(c) This Amendment
is a Loan Document.


 


14. 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.


 


15. 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 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 15. 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.


 


16. 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.




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[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 General Counsel	 
	 	 	 
	 	EVERYDAY HEALTH MEDIA, LLC
	 	 	 
	 	By: 	/s/ Alan Shapiro	 
	 	Name: Alan Shapiro	 
	 	Title: EVP and General Counsel	 
	 	 	 
	 	MEDPAGE TODAY, L.L.C.	 
	 	 	 
	 	By: 	/s/ Alan Shapiro	 
	 	Name: Alan Shapiro	 
	 	Title: President	 
	 	 	 
	 	GUARANTOR:	 
	 	 	 



	 	DOCTORDIRECTORY.COM, LLC



	 	 
	 	By: 	/s/ Alan Shapiro	 
	 	Name: Alan Shapiro	 
	 	Title: President	 





    	 



    	



    




	 	SILICON VALLEY BANK,	 
	 	as Administrative Agent, as a Lender, as 

Issuing Lender
    and as Swingline Lender	 
	 	 	 
	 	By: 	/s/ Jennie T. Bartlett	 
	 	Name: Jennie T. Bartlett	 
	 	Title: Vice President	 




    	 



    	



    


	 	COMERICA BANK,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ John Benetti	 
	 	Name:	John Benetti	 
	 	Title: Senior Vice President	 




    	 



    	



    



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




    	 



    	



    




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




    	 



    	



    

	 	MUFG UNION BANK, N.A.,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Michael J. McCutchin	 
	 	Name:	Michael J. McCutchin	 
	 	Title: Director	 




    	 



    	



    




	 	STIFEL BANK & TRUST,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Christian Jon Bugyis	 
	 	Name:	Christian Jon Bugyis	 
	 	Title: Sr. Vice President