Exhibit 10.1
FIRST
BUSINESS FINANCING MODIFICATION AGREEMENT
This
First Business Financing Modification Agreement is entered into as
of June 21, 2011, by and between Vertro, Inc. a Delaware
corporation, and ALOT, Inc., a Delaware corporation (jointly and
severally, the “Borrower”) and Bridge Bank, National
Association (“Lender”).
1.
DESCRIPTION OF EXISTING INDEBTEDNESS : Among other
indebtedness which may be owing by Borrower to Lender, Borrower is
indebted to Lender pursuant to, among other documents, a Business
Financing Agreement, dated December 17, 2009 by and between
Borrower and Lender (as amended from time to time, the
“Business Financing Agreement”). Capitalized terms used
without definition herein shall have the meanings assigned to them
in the Business Financing Agreement.
Hereinafter,
all indebtedness owing by Borrower to Lender shall be referred to
as the “Indebtedness” and Business Financing Agreement,
and any and all other documents executed by Borrower in favor of
Lender shall be referred to as the “Existing
Documents.”
2.
DESCRIPTION OF CHANGE IN TERMS
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Modification(s)
to Business Financing Agreement:
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New Section
1.6 is hereby added as follows:
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“1.6
Growth Capital Advances
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(a)
Subject to and upon the terms and conditions hereof, Lender agrees
to make Growth Capital Advances to Borrower in two (2) tranches,
Tranche A and Tranche B. Borrower may request Growth Capital
Advances under Tranche A at any time from June 21, 2011 through the
Tranche A Availability End Date. Borrower may request Growth
Capital Advances under Tranche B at any time from the Tranche A
Availability End Date through the Tranche B Availability End Date.
The aggregate outstanding amount of Tranche A Growth Capital
Advances and Tranche B Growth Capital Advances shall not exceed
$1,500,000 in the aggregate. Each Growth Capital Advance shall be
in an amount of at least Five Hundred Thousand Dollars
($500,000).
(b)
Interest shall accrue from the date of each Growth Capital Advance
at the Growth Capital Finance Charge Percentage, and shall be
payable monthly on the tenth (10th) day of each month. Borrower may
choose to have any Growth Capital Advances immediately amortize, in
which case any such Growth Capital Advances shall be payable in
thirty six (36) equal monthly installments of principal, plus all
accrued interest, beginning on the tenth (10th) day of the month
next following the making of such Growth Capital Advance and
continuing on the same day of each month thereafter until paid in
full. Growth Capital Advances that are outstanding under Tranche A
on the Tranche A Availability End Date shall be payable in thirty
six (36) equal monthly installments of principal, plus all accrued
interest, beginning on January 10, 2012, and continuing on the same
day of each month thereafter through the Tranche A Growth Capital
Maturity Date. Any Growth Capital Advances that are outstanding
under Tranche B on the Tranche B Availability End Date shall be
payable in thirty six (36) equal monthly installments of principal,
plus all accrued interest, beginning on July 10, 2012 and
continuing on the same day of each month thereafter through the
Tranche B Growth Capital Maturity Date. Growth Capital Advances,
once repaid, may not be reborrowed. Borrower may prepay any Growth
Capital Advances in whole or in part without penalty or premium.
Partial prepayments hereunder shall be applied to the installments
hereunder in the inverse order of their maturities without
reamortization of the repayment schedule for the remaining
principal balance.”
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New Section
4.2(e) is hereby added as follows:
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“(e)
Growth Capital Advance Annual Facility Fee. On June 21, 2011 and
annually thereafter until all Growth Capital Advances have been
repaid in full, a Growth Capital Advance Facility Fee in the amount
of $7,500.”
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Section 6.7 is
hereby amended in its entirety as follows:
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“6.7
Provide Lender with a Compliance Certificate no later than 30 days
following the end of each month or as requested by
Lender.”
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New Section
6.15 is hereby added as follows:
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“6.15
Provide Lender with annual financial projections no later than 30
days following the end of each calendar year.”
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New Section
6.16 is hereby added as follows:
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“6.16 Maintain
Borrower's financial condition as follows using generally accepted
accounting principles consistently applied and used consistently
with prior practices (except to the extent modified by the
definitions herein:
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Asset Coverage
Ratio not at any time less than 1.25 to 1.0.”
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Section 9.1(f)
is hereby amended and restated in its entirety as
follows
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“(f)
Judgments. Any judgments or arbitration awards are entered against
Borrower (or any guarantor), or Borrower (or any guarantor) enters
into any settlement agreements with respect to any litigation or
arbitration and the aggregate amount of all such
judgments,
