Classmates.com 2004 Annual Report Download - page 111

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Exhibit 10.16
SECOND AMENDMENT TO CREDIT AGREEMENT AND
FIRST AMENDMENT TO PLEDGE AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT (collectively, this "
Amendment
"), dated as of March 11, 2005, among UNITED ONLINE, INC., a Delaware corporation (the " Borrower "), certain pledgors party
to the Pledge Agreement referred to below party (each, a " Pledgor " and, collectively, the " Pledgors "), various Lenders party to the Credit
Agreement referred to below, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the "
Administrative Agent
"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent under the Pledge Agreement (in such
capacity, the " Collateral Agent "). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to below.
WITNESSETH:
WHEREAS, the Borrower, the Lenders, Deutsche Bank Securities Inc., as Lead Arranger, and the Administrative Agent are parties to a
Credit Agreement, dated as of December 3, 2004 (as amended, modified, and/or supplemented to, but not including, the date hereof, the " Credit
Agreement
");
WHERAS, the Borrower, the Pledgors and the Collateral Agent are parties to a Pledge Agreement, dated as of December 13, 2004 (the
"Pledge Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the parties hereto wish to amend the Credit Agreement and the Pledge
Agreement, in each case as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
1. Section 9.03(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
"(b) All insurance policies or certificates (or certified copies thereof) with respect to the Borrower's and its Subsidiaries' property
(and any other insurance maintained by the Borrower and/or such Subsidiaries, except fiduciary liability insurance, director and officer's
insurance, worker's compensation insurance, and crime policy insurance) (i) shall be endorsed to the Collateral Agent's satisfaction for
the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and/or additional insured)
and (ii) shall state that such insurance policies shall not be canceled without the respective insurer providing (or endeavoring to provide)
at least 30 days' prior written notice thereof to the Collateral Agent.".
2. Section 13.19(d) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
"(d) Within 120 days after the Borrowing Date (or such longer period as may be agreed by the Administrative Agent in its sole
discretion), the Administrative Agent shall have received (i) resolutions of the board of directors of Juno India approving the grant of a
Lien on the shares of Juno India in favor of the Collateral Agent (for the benefit of the Secured Creditors) pursuant to the Pledge
Agreement, (ii) resolutions from each shareholder of Juno India approving the grant of a Lien on the shares of Juno India in favor of the
Collateral Agent (for the benefit of the Secured Creditors) pursuant to the Pledge Agreement, and, in each case with respect to items (i)-
(ii) above, in form and substance reasonably satisfactory to the Administrative Agent, and (iii) evidence of notation of the grant of such
Lien on the shares of Juno India in favor of the Collateral Agent (for the benefit of the Secured Creditors) in the register of members (or
other corporate records reasonably satisfactory to the Administrative Agent) of Juno India.".