exhibit1016.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




EXHIBIT 10.16


AGREEMENT


     This AGREEMENT (this “Agreement”) is made as of June 5, 2006, by and between Federated Department Stores, Inc., a Delaware corporation (“FDS”), on behalf of itself and as
agent of each of the FDS Divisions listed on the signature page hereto, and The Knot, Inc., a Delaware corporation (“TK”). 


     WHEREAS, TK is contemplating entering into that certain Agreement and Plan of Merger and Reorganization, to be dated as of June 5, 2006, by and among WeddingChannel.com, Inc. (the
“Company”), a wholly-owned subsidiary of TK to be formed for the purposes of the transaction, the stockholder representative named therein, and TK (the “Merger Agreement”); and


     WHEREAS, in connection with TK’s execution of the Merger Agreement, TK and FDS agree to the matters set forth below. 

 1.     Knot,
  Inc. Agreements.

	 	 	
      (a)
	 	 It is the intent of FDS and TK to negotiate
      in good faith to reach an agreement on commercially reasonable terms related
      to making FDS the primary registry partner of TK following the expiration
      of the current terms of the registry agreements in effect with TK’s
      current registry partners. 
	 	 	 	 	 
	 	 	
      (b)
	 	 FDS shall continue to have a right
      to nominate one representative to the Board of Directors of TK as contemplated
      by that certain Common Stock Purchase Agreement, dated as of February 19,
      2002, by and between TK and May Bridal Corporation, as amended, for so long
      as FDS’ continues to own more than 5% of the outstanding common stock
      or voting power of TK; provided, that if FDS’ ownership percentage
      of the common stock or voting power of TK decreases below such level, FDS
      shall be entitled to designate one board observer to attend TK board meetings
      for so long as the Registry Agreement between TK and the Company remains
      in effect. For purposes hereof, the outstanding common stock or voting power
      of TK shall be based on the outstanding common stock or voting power of
      TK immediately following the closing of the transactions contemplated by
      the Merger Agreement and only sales or transfers (other than transfers to
      affiliates of FDS) of TK common stock by FDS or any of its affiliates shall
      be taken into consideration in determining whether the 5% ownership level
      has been satisfied. 
	 	 	 	 	 
	 	 	
      (c)
	 	 The Media Services Agreement, dated
      February 19, 2002 (the “May Agreement”), between the May Company
      and TK shall remain in effect until the termination of the current term
      thereof. FDS hereby provides notice that such agreement will not be renewed
      beyond the current term. The rights, liabilities and obligations of TK and
      FDS following the termination or expiration of the May Agreement will be
      determined pursuant to the terms thereof; provided, however, that FDS shall
      not be required to pay from and after the effective date of termination
      any Commissions (as defined therein) pursuant to Section 4(d) of the May
      Agreement, other than those Commissions payable with respect to transactions
      occurring prior to the effective date of termination, if any.
	 	 	 	 	  
	 	 	
      (d)
	 	Commencing one (1) year
      from the closing of the transactions contemplated by the Merger Agreement,
      and for so long as FDS (or its affiliates) owns at least 5% of the outstanding
	 	 	 	 	 










	 	 	 	 common stock of TK determined as
      of the closing of the transactions contemplated by the Merger Agreement,
      FDS will have registration rights consistent with the registration rights granted to FDS in that certain Second Amended
      and Restated Investors' Rights Agreement, dated April 24, 2000, by and among
      the Company and the Investors listed thereon, which shall include one demand/S-3
      registration right and customary piggyback and shelf registration rights.
      Following the closing of the transactions contemplated by the Merger Agreement,
      FDS and TK will negotiate in good faith a registration rights agreement
      reflecting the foregoing.



 2.     Miscellaneous.
  This Agreement may be executed in any number of counterparts, each of which
  shall be enforceable against the party actually executing such counterpart,
  and all of which together shall constitute one and the same instrument.

 3.     Effectiveness
  of This Agreement. This Agreement shall
  be effective only upon the closing of the transactions contemplated by the Merger
  Agreement. In the event the transactions contemplated thereby are not consummated
  in accordance therewith, this Agreement shall be of no force and effect and
  shall be null and void as if never executed.


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     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first set forth above. 


FEDERATED DEPARTMENT STORES, INC., a Delaware corporation



(for itself and as agent for Bloomingdale’s, Inc.; Macy’s West and Macy’s Northwest, divisions of Macy’s Department Stores, Inc.,; Macy’s North, Macy’s South, Macy’s Midwest and
Macy’s East, divisions of Federated Retail Holdings, Inc.; Macy’s Florida Stores, LLC; and Macy’s TX I, LP.



	 By: /s/
      RONALD W. TYSOE              

Name: Ronald W. Tysoe 

Title: Vice Chair





	
THE KNOT, INC., a Delaware corporation





	 By: /s/
      DAVID LIU                               

Name: David Liu

Title: CEO




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