FIRST AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.1

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of April 8, 2011 (the “Agreement”) is entered into among Xxxxxxxx.xxx Operations Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 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 Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer entered into that certain Credit Agreement dated as of September 9, 2010 (as amended or modified from time to time, the “Credit Agreement”); and

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) Section 7.01(b) of the Credit Agreement is hereby amended to read as follows:

(a) upon the earlier of the date that is sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings or the date such information is filed with the SEC, a consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and consolidated cash flows for such fiscal quarter and for the portion of Holdings’ fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

(b) A new clause (e) is hereby added at the end of Section 8.06 of the Credit Agreement to read as follows:

(e) the Borrower may make distributions to Holdings so long as Holdings shall in turn contribute such distributions to a newly formed direct Subsidiary permitted to be formed pursuant to Section 8.17, in an amount not to exceed the amount necessary for such newly formed direct Subsidiary of Holdings to consummate a Permitted Acquisition; provided, that, (i) both before and upon giving effect to the payment of such Restricted Payment, on a Pro Forma Basis (x) no Default or Event of Default exists or would result therefrom, and (y) the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b) and (ii) any such newly formed direct Subsidiary of Holdings shall become a Guarantor and pledge its assets in accordance with the terms of Sections 7.12 and 7.14. For the avoidance of doubt, it is understood and agreed that (x) Holdings shall not directly consummate a Permitted Acquisition and (y) any Acquisition consummated by a direct Subsidiary of Holdings shall be subject to the terms and conditions of the definition of “Permitted Acquisitions”.

2. Conditions Precedent. This Agreement shall be effective upon the receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent.

3. Miscellaneous.

(a) The Credit Agreement, as modified hereby, 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.

(b) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) affirms all of its obligations under the Loan Documents as modified hereby and (c) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.

(i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(ii) This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms.

(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Agreement.

(d) The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(e) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follow]

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


BORROWER:	XXXXXXXX.XXX OPERATIONS INC., a Delaware corporation
	By:	/s/ Xxxxxx Xxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxx
		Title:	Chief Financial Officer


HOLDINGS:	XXXXXXXX.XXX INC., a Delaware corporation
	By:	/s/ Xxxxxx Xxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxx
		Title:	Chief Financial Officer


GUARANTORS:	TGN SERVICES, LLC, a Delaware limited liability company
	By:	/s/ Xxxxxx Xxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxx
		Title:	Manager


IARCHIVES, INC., a Utah corporation
By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Chief Financial Officer


ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President


LENDERS:	BANK OF AMERICA, N.A., as a Lender, Swing Line Lender and L/C Issuer
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Vice President


ZIONS FIRST NATIONAL BANK, as a Lender
By:	/s/ Xxx X. Xxxxxxxxxxx
	Name:	Xxx X. Xxxxxxxxxxx
	Title:	Vice President


XXXXXX XXXXXXX BANK, as a Lender
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

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FIRST AMENDMENT TO CREDIT AGREEMENT

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