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10-Q - FORM 10-Q - SPARK NETWORKS INCd10q.htm
EX-32.1 - CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - SPARK NETWORKS INCdex321.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - SPARK NETWORKS INCdex312.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - SPARK NETWORKS INCdex311.htm

EXHIBIT 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT dated as of May 11, 2011 (the “Amendment”) is entered into among Spark Networks USA, LLC, a Delaware limited liability company (the “Borrower”), Sparks Networks, Inc., a Delaware corporation (the “Parent”), the Subsidiary Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. 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 Parent, the Lenders and Bank of America, N.A., as Administrative Agent entered into that certain Credit Agreement dated as of February 14, 2008 (as amended and modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below;

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

(a) The definition of “Aggregate Commitments” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

Aggregate Commitments” means the Commitments of all the Lenders. The amount of the Aggregate Commitments in effect on the Third Amendment Effective Date is FIFTEEN MILLION DOLLARS ($15,000,000).

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

Minimum Contribution” means, for any period, the difference of (a) the consolidated revenues of the Jewish Networks segment less (b) the direct marketing expenses of the Jewish Networks segment, determined in a manner consistent with the Borrower’s presentation in the Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC.

Third Amendment Effective Date” means May 11, 2011.

(c) Section 7.12(b) of the Credit Agreement is hereby amended to read as follows:

(b) Minimum Consolidated Adjusted EBITDA. Permit the Consolidated Adjusted EBITDA for each fiscal quarter of the Parent ending on the last day of each fiscal quarter set forth below to be less than the corresponding amount set forth below:

 

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Fiscal Quarter Ending

   Minimum
Consolidated Adjusted  EBITDA

March 31, 2011 through September 30, 2011

   $400,000

December 31, 2011

   $750,000

March 31, 2012 through June 30, 2012

   $1,000,000

September 30, 2012 through December 31, 2012

   $1,500,000

March 31, 2013 and each fiscal quarter ending thereafter

   $2,000,000

(d) A new clause (d) is hereby added to Section 7.12 of the Credit Agreement immediately following clause (c) to read as follows:

(d) Minimum Contribution. Permit the Minimum Contribution for each period of four consecutive fiscal quarters of the Parent ending on the last day of each fiscal quarter to be less than $20,000,000.

2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors, the Lenders and the Administrative Agent.

(b) The Administrative Agent shall have received any reasonable fees and expenses owing to the Administrative Agent.

3. Effectiveness. The parties hereto agree that upon satisfaction of the Conditions Precedent set forth in Section 2, this Amendment shall be effective as of May 11, 2011, except for Section 1(c) of this Amendment which shall be effective as of March 31, 2011.

4. Reaffirmation of Credit Agreement. The Credit Agreement 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. This Amendment is a Loan Document.

5. Reaffirmation of Guaranties. Except as expressly provided herein, each Guarantor hereby (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents to which it is a party, (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Guarantor’s obligations under the Loan Documents to which it is a party and (d) each Guarantor agrees that the Subsidiary Guaranty and the Parent Guaranty, as applicable, remains effective with respect to the new Borrower.

6. Reaffirmation of Security Interests. Except as expressly provided herein, each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

 

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7. Representations and Warranties/No Default.

(a) By its execution hereof, each Loan Party hereby certifies that after giving effect to this Amendment:

(i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof as if fully set forth herein, except:

(A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date;

(B) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement;

(C) that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof (subject to clause (A) above); and

(ii) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to the transactions contemplated hereunder.

(b) By its execution hereof, each Loan Party hereby represents and warrants that such Person has all requisite power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms.

(c) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Loan Party, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

9. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other secured electronic format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

SPARK NETWORKS USA, LLC, as Borrower
By:   /s/ Brett Zane
Name:   Brett Zane
Title:   Chief Financial Officer

 

SPARK NETWORKS, INC., as Parent
By:   /s/ Brett Zane
Name:   Brett Zane
Title:   Chief Financial Officer

 

LOV USA, LLC, as Subsidiary Guarantor
By:   /s/ Brett Zane
Name:   Brett Zane
Title:   Chief Financial Officer

 

MINGLEMATCH, INC., as Subsidiary Guarantor
By:   /s/ Brett Zane
Name:   Brett Zane
Title:   Treasurer

 

HURRYDATE, LLC, as Subsidiary Guarantor
  By:           LOV USA, LLC, its Sole Member

 

By:     /s/ Brett Zane
Name:     Brett Zane
Title:     Chief Financial Officer

 

SN EVENTS, INC., as Subsidiary Guarantor
By:   /s/ Brett Zane
Name:   Brett Zane
Title:   Chief Financial Officer

 

KIZMEET, INC., as Subsidiary Guarantor
By:   /s/ Brett Zane
Name:   Brett Zane
Title:   Chief Financial Officer

 

 

 

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SPARK NETWORKS USA, LLC

THIRD AMENDMENT TO CREDIT AGREEMENT


      SN HOLDCO, LLC, as Subsidiary Guarantor
      By:   /s/ Brett Zane
      Name:   Brett Zane

 

 

ADMINISTRATIVE

AGENT:

   

BANK OF AMERICA, N.A.,

as Administrative Agent

      By:   /s/ Julie Yamauchi
      Name:   Julie Yamauchi
      Title:   Senior Vice President

 

  LENDERS:    

BANK OF AMERICA, N.A.,

as Lender, L/C Issuer and Swing Line Lender

      By:   /s/ Julie Yamauchi
      Name:   Julie Yamauchi
      Title:   Senior Vice President

 

 

 

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SPARK NETWORKS USA, LLC

THIRD AMENDMENT TO CREDIT AGREEMENT