Exhibit 10.1
FIRST AMENDMENT, WAIVER AND CONSENT
FIRST AMENDMENT, WAIVER AND CONSENT,
dated as of October 5, 2005 (this “ Amendment
”) to the Amended and Restated Credit Agreement dated as of
July 18, 2005 (the “ Credit Agreement ”)
among Jupitermedia Corporation, a Delaware corporation (the “
Borrower ”), the Lenders party thereto (the “
Lenders ”) and JPMorgan Chase Bank, N.A., as
administrative agent for the Lenders (in such capacity, the “
Administrative Agent ”).
WITNESSETH
:
WHEREAS, pursuant to the Credit
Agreement, the Lenders have agreed to make, and have made, certain
loans and other extensions of credit to the Borrower;
WHEREAS, the Borrower has requested,
and, upon this Amendment becoming effective, the Lenders have
agreed, that certain provisions of the Credit Agreement be amended
as set forth below;
WHEREAS, the Borrower has entered
into the Amended and Restated Security Agreement dated as of
July 18, 2005 (as from time to time amended, the “
Security Agreement ”) between the Borrower, the
Subsidiaries party thereto and the Administrative Agent;
WHEREAS, the Security Agreement
requires the Target (as defined therein) and its subsidiaries to
establish control in favor of the Administrative Agent in their
Deposit Accounts (as defined therein) on or prior to
September 16, 2005;
WHEREAS, the Borrower has requested
that the Administrative Agent waive the requirement that such
control must be established on or prior to September 16, 2005
and consent to delay such requirement until November 15, 2005;
and
WHEREAS the Administrative Agent is
willing to agree to such waiver and provide such consent as
provided for in this Amendment Waiver and Consent;
NOW, THEREFORE, the parties hereto
hereby agree as follows:
SECTION 1. Defined Terms .
Terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.
SECTION 2. Amendment to
Section 1.01 [Defined Terms] . (a) Section 1.01
of the Credit Agreement is hereby amended by inserting the
following new definitions (to the extent not already included in
said Section 1.01) in the appropriate alphabetical order and
by amending the following definitions (to the extent already
included in said Section 1.01) to read in their entirety as
follows:
“ First Amendment
” means the First Amendment, Waiver and Consent to this
Agreement dated as of October 5, 2005.
“ First Amendment Effective
Date ” means the date on which the First Amendment became
effective in accordance with its terms.
“ Revolving Commitment
” means, as to any Lender, the obligation of such Lender, if
any, to make Revolving Loans and participate in Letters of Credit
in an aggregate principal and/or face amount not to exceed
(a) the amount set forth under the heading “Revolving
Commitment” opposite such Lender’s name on Schedule
2.01 or in the Assignment and Assumption pursuant to which such
Lender became a party hereto, or (b) in the case of the
Revolving Commitment of JPMorgan Chase Bank, N.A. as of the First
Amendment Effective Date, the amount in the immediately following
sentence, in either case as the same may be changed from time to
time pursuant to the terms hereof. The aggregate principal amount
of the Revolving Commitments, and of the Revolving Commitment of
JPMorgan Chase Bank, N.A., is $30,000,000 as of the First Amendment
Effective Date.
SECTION 3. Waiver and Consent
. The Administrative Agent hereby extends the date by which,
pursuant to Se
