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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.". 








 

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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(whether
the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office. 


        6.     From
and after the Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement and the Pledge
Agreement shall be deemed to be references to the Credit Agreement and the Pledge Agreement, as the case may be, as modified hereby. 


*    *    *  


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        IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. 



	 	 	UNITED ONLINE, INC.
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance and Chief Financial

          Officer
	

 	
 	

NETZERO, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

JUNO ONLINE SERVICES, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

NETBRANDS, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

MEGA WEB SERVICES, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	 	 	 	 



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UOL ADVERTISING, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

PAY CONFIDENTIAL, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

AIMTV, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

JUNO INTERNET SERVICES, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

CLASSMATES ONLINE, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	 	 	 	 





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CLASSMATES ADVERTISING, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

CLASSMATES INTERNATIONAL, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

CLASSMATES MEDIA, INC.,

    as a Pledgor
	

 	
 	

By:	

/s/  CHARLES S. HILLIARD      
 Name: Charles S. Hilliard

Title: Executive Vice President, Finance

          and Chief Financial Officer
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS,

    Individually, as Administrative Agent and

    as Collateral Agent
	

 	
 	

By:	

/s/  ANCA TRIFAN      
 Name: Anca Trifan

Title: Director
	

 	
 	

By:	

/s/  PAUL O'LEARY      
 Name: Paul O'Leary

Title: Vice President
	 	 	 	 



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SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT, DATED AS OF MARCH 11, 2005, AMONG UNITED ONLINE, INC., CERTAIN PLEDGORS PARTY TO THE PLEDGE AGREEMENT, VARIOUS LENDERS PARTY TO THE CREDIT AGREEMENT,
AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT
	

 	
 	

NAME OF INSTITUTION:
	

 	
 	

ACA Management, LLC as Advisor to ACA CLO 2005-1, LTD.
	

 	
 	

By:	

/s/  VINCENT INGATO      
 Name: Vincent Ingato

Title: Managing Director
	

 	
 	

Landmark III CDO Limited

By: Aladdin Capital Management, LLC as Manager
	

 	
 	

By:	

/s/  JOHN J. D'ANGELO      
 Name: John J. D'Angelo

Title: Authorized Signatory
	

 	
 	

Landmark V CDO Limited

By: Aladdin Capital Management, LLC as Manager
	

 	
 	

By:	

/s/  JOHN J. D'ANGELO      
 Name: John J. D'Angelo

Title: Authorized Signatory
	

 	
 	

AVENUE CLO FUND, LIMITED
	

 	
 	

By:	

/s/  RICHARD D'ADDARIO      
 Name: Richard D'Addario

Title: Senior Portfolio Manager
	

 	
 	

Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC
	

 	
 	

By:	

/s/  SUZANNE SMITH      
 Name: Suzanne Smith

Title: As Attorney-In-Fact
	 	 	 	 





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LOAN STAR STATE TRUST

By Its Investment Manager, Highland Capital Management, L.P.

By Its General Partner, Strand Advisors, Inc.
	

 	
 	

By:	

/s/  DAVID LANCELOT      
 Name: David Lancelot

Title: Treasurer

          Highland Capital Management, L.P.
	

 	
 	

Pioneer Floating Rate Trust

By Highland Capital Management, L.P.

Its Sub-Advisor
	

 	
 	

By:	

/s/  R. JOSEPH DOUGHERTY      
 Name: R. Joseph Dougherty

Title: Senior Vice President, Secretary
	

 	
 	

Southfork CLO, Ltd.

By: Highland Capital Management, L.P.

As Collateral Manager
	

 	
 	

By:	

/s/  DAVID LANCELOT      
 Name: David Lancelot

Title: Treasurer

Highland Capital Management, L.P.
	

 	
 	

HIGHLAND OFFSHORE PARTNERS, L.P.

By: Highland Capital Management, L.P.

As General Partner
	

 	
 	

By:	

/s/  DAVID LANCELOT      
 Name: David Lancelot

Title: Treasurer

Highland Capital Management, L.P.
	

 	
 	

Premium Loan Trust I, Ltd.
	

 	
 	

By:	

/s/  TIMOTHY S. VAN KIRK      
 Name: Timothy S. Van Kirk

Title: Managing Director
	 	 	 	 



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WIND RIVER CLO I LTD.

By: McDonnell Investment Management, LLC,

as Manager
	

 	
 	

By:	

/s/  KATHLEEN A. ZAM      
 Name: Kathleen A. Zam

Title: Vice President
	

 	
 	

Olympic CLO I
	

 	
 	

By:	

/s/  JOHN M. COGEDIAN      
 Name: John M. Cogedian

Title: Chief Operating Officer,

          LLC (Manager)
	

 	
 	

Sankaty Advisors, LLC as Collateral

Manager for AVERY POINT CLO, LTD.

as Term Lender
	

 	
 	

By:	

/s/  JEFFREY HAWKINS      
 Name: Jeffrey Hawkins

Title: Senior Vice President
	

 	
 	

Sankaty Advisors, LLC as Collateral

Manager For Loan Funding XI LLC,

as Term Lender
	

 	
 	

By:	

/s/  JEFFREY HAWKINS      
 Name: Jeffrey Hawkins

Title: Senior Vice President
	

 	
 	

Sankaty Advisors, LLC as Collateral

Manager for Race Point CLO, Limited, as Term Lender
	

 	
 	

By:	

/s/  JEFFREY HAWKINS      
 Name: Jeffrey Hawkins

Title: Senior Vice President
	 	 	 	 





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Sankaty Advisors LLC as Collateral

Manager for Race Point II CLO

Limited, as Term Lender
	

 	
 	

By:	

/s/  JEFFREY HAWKINS      
 Name: Jeffrey Hawkins

Title: Senior Vice President
	

 	
 	

Sankaty High Yield Asset Partners, L.P.
	

 	
 	

By:	

/s/  JEFFREY HAWKINS      
 Name: Jeffrey Hawkins

Title: Senior Vice President
	

 	
 	

Sankaty High Yield Asset Partners, II, L.P.
	

 	
 	

By:	

/s/  JEFFREY HAWKINS      
 Name: Jeffrey Hawkins

Title: Senior Vice President
	

 	
 	

Sankaty High Yield Partners III, L.P.
	

 	
 	

By:	

/s/  JEFFREY HAWKINS      
 Name: Jeffrey Hawkins

Title: Senior Vice President
	

 	
 	

HARBOUR TOWN FUNDING LLC
	

 	
 	

By:	

/s/  MEREDITH J. KOSLICK      
 Name: Meredith J. Koslick

Title: Assistant Vice President
	

 	
 	

SANTA BARBARA BANK & TRUST
	

 	
 	

By:	

/s/  IRIS L. SIEGEL      
 Name: Iris L. Siegel

Title: Vice President
	 	 	 	 



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SILICON VALLEY BANK
	

 	
 	

By:	

/s/  BOB MULLER      
 Name: Bob Muller

Title: Senior Relationship Manager
	

 	
 	

ULT CBNA Loan Funding LLC, for itself or as agent for ULT CFPI Loan Funding LLC
	

 	
 	

By:	

/s/  JANET HAACK      
 Name: Janet Haack

Title: As Attorney-In-Fact
	

 	
 	

Stanfield Arbitrage CDO, Ltd.

By: Stanfield Capital Partners LLC

as its Collateral Manager
	

 	
 	

By:	

/s/  CHRISTOPHER E. JENSEN      
 Name: Christopher E. Jensen

Title: Managing Partner
	

 	
 	

Stanfield Quattro CLO, Ltd.

By: Stanfield Capital Partners LLC

As its Collateral Manager
	

 	
 	

By:	

/s/  CHRISTOPHER E. JENSEN      
 Name: Christopher E. Jensen

Title: Managing Partner
	

 	
 	

WhiteHorse II, Ltd.

By: WhiteHorse Capital Partners, L.P.

As Collateral Manager
	

 	
 	

By:	

/s/  ETHAN UNDERWOOD      
 Name: Ethan Underwood

Title: Portfolio Manager




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SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT

WITNESSETH