Classmates.com 2004 Annual Report Download - page 112

II. Amendments to Pledge Agreement.
1. Section 3.2(a)(iii) of the Pledge Agreement is hereby amended by inserting the following text immediately prior to the semi-colon at
the end of said Section:
"; provided that (A) no such notification shall be required to be given in the case of a Certificated Security, Uncertificated
Security, Partnership Interest or Limited Liability Company Interest which is then subject to a securities account "control"
agreement meeting the requirements of Section 3.2(b)(i) below and (B) with respect to any such Certificated Security,
Uncertificated Security, Partnership Interest or Limited Liability Company Interest not then subject to a securities account
"control" agreement, no such notification shall be required to be given until the first date of delivery (or required delivery) of the
financial statements pursuant to Section 9.01(b) or (c), as the case may be, of the Credit Agreement following the acquisition of
such Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest, as the case may
be".
2. Section 3.3 of the Pledge Agreement is hereby amended by (i) deleting the text "Annexes A through G hereto" appearing in the first
sentence of said Section and inserting the text "Annexes A through G hereto and Annex I hereto" in lieu thereof and (ii) inserting the following
text immediately prior to the period at the end of the first sentence of said Section:
" provided that with respect to any Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability
Company Interest subject to the procedures described in Section 3.2(a)(iii), no such certificate or supplements shall be required to
be delivered unless and until the notification is required to be given in respect thereof pursuant to said Section 3.2(a)(iii)".
III. Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this Amendment, each of the Borrower and each Pledgor hereby represents and warrants
that:
(a) no Default or Event of Default exists as of the Amendment Effective Date (as defined below), both before and after giving
effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct
in all material respects on the Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as
though such representations and warranties had been made on and as of the Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and correct in all material respects only as of such specific date).
2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, the Pledge Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of
which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the " Amendment Effective Date ") on which each of the Borrower, each Pledgor
party to the Pledge Agreement on the date hereof, the Collateral Agent and Lenders constituting the Required Lenders shall have signed a
counterpart hereof
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