Exhibit 10.1


 


CONFIDENTIAL


 


July 2, 2008


 


United Online, Inc.


21301 Burbank Boulevard


Woodland Hills, California  91367


 


Attention: Mark Goldston


 


Re:          $60,000,000 Term Loan


 


Ladies and Gentlemen:


 


Silicon Valley Bank, a California banking
corporation (“SVB”) is pleased to inform United Online, Inc., a
Delaware corporation (“Borrower” or “you”), that it hereby commits to
provide a $60 million senior secured term loan (the “Senior Term Loan”)
described in the Summary of Terms and Conditions (as defined below) and to act
as the administrative agent (“Administrative Agent”) for the Senior Term
Loan (the “Term Loan Facility”). After the Closing Date (as defined
below), SVB reserves the right to arrange, in consultation with you, for a
syndicate of financial institutions and institutional investors (including SVB)
(each such financial institution and institutional investor being a “Lender”
and, collectively, the “Lenders”) to participate in the Senior Term Loan
and SVB agrees that it shall not assign any of its commitment or any of its
obligations prior to the Closing Date. Our fees for such services are set forth
in the accompanying confidential fee letter (the “Fee Letter”).  The transaction contemplated by the Senior
Term Loan and the payment of related fees and expenses (the “Fee and Expense
Payments”) and other related transactions are collectively referred to
herein as the “Transaction”.  The
Summary of Terms and Conditions is attached hereto as Annex A (the “Summary
of Terms and Conditions” and, together with this letter and the other
annexes and schedules attached hereto, the “Commitment Letter”).  The term “Credit Parties” as used
herein refers collectively to Borrower and all domestic subsidiaries of
Borrower (excluding UNOL Intermediate, Inc. (“Intermediate Co.”),
FTD Group, Inc. (“Target”) and their subsidiaries) (such domestic
subsidiaries of Borrower (excluding Intermediate Co., Target and their
subsidiaries), the “Restricted Subsidiaries”); provided that Classmates
Media Corporation (“CMC”) and its subsidiaries will be released as a
Credit Party in connection with the initial public offering of CMC (the “Classmates
IPO”) as described below.


 


The foregoing commitment is expressly subject
only to (i) from December 31, 2007 through the date hereof, there having
not been any Purchaser Material Adverse Effect (as defined in the Agreement and
Plan of Merger dated as of April 30, 2008 (the “Merger Agreement”)
by and among Borrower, UNOLA Corp., a Delaware corporation (the “Merger Sub”),
and Target, (ii) the satisfaction of the terms and conditions set forth in
this paragraph and Annex B attached hereto, and (iii) the absence
of any competing offering, placement or arrangement for any debt security or
bank financing of Borrower (other than (A) the credit facilities
contemplated by the commitment letter dated as of April 30, 2008 (the “Wells
Fargo Commitment Letter”) among Borrower and Wells Fargo Bank, National
Association and (B) the Purchaser Notes (as defined 


 


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in the Merger Agreement (it
being understood that the Purchaser Notes will not be issued if the Senior Term
Loan is funded)).


 


Notwithstanding anything in this Commitment
Letter or the Fee Letter to the contrary, (a) the only representations the
accuracy of which shall be a condition to the availability of the Senior Term
Loan on the Closing Date shall be the Specified Representations (as defined
below), and (b) the terms of the documentation for the Senior Term Loan
shall be such that they do not impair the availability of the Senior Term Loan
on the Closing Date if the conditions set forth in the preceding paragraph are
satisfied (it being understood that to the extent any security interest in the
intended collateral (other than any collateral the security interest in which
may be perfected by the filing of a UCC financing statement or the delivery of
stock certificates which have been provided to Borrower) is not provided on the
Closing Date after your use of commercially reasonable efforts to do so, the provision
of such perfected security interest(s) shall not constitute a condition
precedent to the availability of the Senior Term Loan on the Closing Date but
shall be required to be delivered after the Closing Date pursuant to
arrangements to be mutually agreed by the Administrative Agent and the
Borrower). As used herein, “Specified Representations” means
representations relating to organizational power and authority to enter into
the documentation relating to the Senior Term Loan, due execution, delivery and
enforceability of such documentation, Federal Reserve margin regulations and
the Investment Company Act, the representations and warranties set forth in
this Commitment Letter relating to Information and Projections and perfection
of and priority of security interests (other than to the extent any security
interest in the intended collateral is not required to be provided on the
Closing Date in accordance with this paragraph) and the accuracy of the Closing
Date Certificate to be delivered pursuant to the terms of Annex B
attached hereto.


 


The Administrative Agent will manage, in
consultation with you, all aspects of the syndication, including decisions as
to the selection of institutions to be approached and when they will be
approached, when their commitments will be accepted, which institutions will
participate, the allocations of the commitments among potential Lenders, any
titles offered to potential Lenders and the amount and distribution of fees
among the Lenders; provided however, any assignment or participation (or
prospects thereof) prior to the earlier to occur of (i) 90 days following
the date that Borrower acquires the Target and (ii) the termination of the
Merger Agreement shall be coordinated with Wells Fargo Bank, National
Association. You agree that no other agents, co-agents or arrangers will be
appointed, no other titles will be awarded and no compensation other than as
expressly set forth herein or in the Fee Letter will be paid in connection with
the Senior Term Loan unless you and we shall so agree. Upon the Administrative
Agent’s request (not to exceed once), you agree to assist the Administrative
Agent with a syndication for up to 90 days after such request. Without limiting
your obligations to assist with syndication efforts as set forth herein, the
Administrative Agent agrees that the completion of syndication is not a
condition to its commitments hereunder or the funding of the Senior Term Loan.
Such assistance shall include (i) your using commercially reasonable
efforts to ensure that the syndication efforts benefit from your lending and
investment banking relationships as well as those of the Credit Parties, (ii) your
using reasonable efforts to make certain members of the Credit Parties’
management available during regular business hours (upon reasonable advance
notice) to answer questions regarding the Senior Term Loan, (iii) your
using reasonable efforts to make the Credit Parties’ consultants and advisors
available during regular business hours (upon reasonable advance notice) to
answer questions regarding the 


 


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Senior Term Loan, (iv) your
using reasonable efforts (and using commercially reasonable efforts to cause
the Credit Parties to assist) to provide or cause to be provided to us
information reasonably deemed necessary by us in connection with such
syndication, and (v) the hosting by you and the Borrower of one or more
meetings with prospective Lenders.  The
provisions of this paragraph shall survive termination of this Commitment
Letter.


 


You acknowledge that (i) the
Administrative Agent on your behalf will make available certain information on
IntraLinks or another similar electronic system and (ii) certain
prospective Lenders may have personnel that do not wish to receive Private
Lender Information (referred to below). You agree, at the reasonable request of
the Administrative Agent and for up to 90 days after such request, to assist in
the preparation of marketing materials and presentations to be used in
connection with the syndication of the Term Loan Facility, consisting
exclusively of information and documentation that is either (a) publicly
available or (b) not material with respect to you, the Target or their
respective subsidiaries or any of their respective securities for purposes of
foreign, United States Federal and state securities laws (all such information
and documentation being “Public Lender Information”). Any information
and documentation that is not Public Lender Information is referred to
herein as “Private Lender Information”. You further agree that each
document to be disseminated by SVB to any Lender in connection with the Term
Loan Facility will, at the request of SVB, be identified by you as either (x) containing
Private Lender Information or (y) containing solely Public Lender
Information. You acknowledge that, unless you notify SVB otherwise, the
following documents contain solely Public Lender Information (unless you notify
us promptly that any such document contains Private Lender Information): (1) drafts
and final definitive documentation with respect to the Term Loan Facility
(other than the separate disclosure schedules referred to therein); (2) administrative
materials prepared by SVB for prospective Lenders (such as a lender meeting
invitation, bank allocation, if any, and funding and closing memoranda); and (3) notification
of changes in the terms of the Term Loan Facility.  The
provisions of this paragraph shall survive termination of this Commitment
Letter.


 


You hereby represent that to your knowledge, (i) all
written information, other than the Projections (as defined below), forward
looking information and information of a general economic or industry nature,
which has been or is hereafter made available to us or the other Lenders by you
or any of your representatives in connection with the transactions contemplated
hereby (the “Information”) is or will be, in the case of Information
made available after the date hereof, when taken as a whole, complete and
correct in all material respects and does not or will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements contained therein not materially misleading in light of the
circumstances under which such statements were or are made, and (ii) all
financial projections concerning the Borrower and the Restricted Subsidiaries
that have been or are hereafter made available to us or the other Lenders by
you or any of your representatives in connection with the transactions
contemplated hereby (the “Projections”) have been or will be, in the
case of Projections made available after the date hereof, prepared in good
faith based upon assumptions that are believed by the preparer thereof to be
reasonable at the time made, it being understood and agreed that the financial
projections are not a guarantee of financial performance and actual results may
differ from the Projections and such differences may be material. Upon SVB’s
reasonable request, you agree to supplement the Information and the Projections
from time to time, so that the representation in the preceding sentence is
correct. In arranging and syndicating the Term Loan 


 


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Facility, the Administrative
Agent will be using and relying on the Information and the Projections without
independent verification thereof.


 


You hereby agree to pay our reasonable
documented costs and expenses (including the reasonable documented fees and
expenses of outside counsel, reasonable professional fees of consultants and
other experts hired upon the request of any prospective Lender and reasonable
out-of-pocket expenses, including without limitation syndication expenses and
Intralinks (or another similar electronic system) expenses) incurred before or
after the date of this Commitment Letter arising in connection with this
Commitment Letter, the Definitive Senior Financing Documents (as defined in
Summary of Terms and Conditions), the syndication of the Senior Term Loan and
the other transactions contemplated hereby. 
You hereby further agree to indemnify and hold harmless Administrative
Agent and each Lender (including SVB) and their respective affiliates and each
director, officer, employee, agent, attorney and affiliate thereof (each such
person, an “indemnified person”) from and against any claims, damages
payable to third parties, liabilities or other expenses to which an indemnified
person may become subject, insofar as such claims, damages payable to third
parties, liabilities (or actions or other proceedings commenced or threatened
in respect thereof) or other expenses arise out of or in any way relate to or
result from the Transaction and the other transactions contemplated by this
Commitment Letter, the Fee Letter, the extension of the financing contemplated hereby,
the Senior Term Loan or any use or intended use of the proceeds of any of the
loans and other extensions of credit contemplated hereby, and to reimburse each
indemnified person for any reasonable documented legal or other expenses
incurred in connection with investigating, defending or participating in any
such investigation, litigation or other proceeding (whether or not any such
investigation, litigation or other proceeding involves claims made between you,
your subsidiaries or any third party and any such indemnified person, and
whether or not any such indemnified person is a party to any investigation,
litigation or proceeding out of which any such expenses arise); provided,
however, that the indemnity and reimbursement obligations contained herein
shall not apply to the extent that it is determined in a final judgment by a
court of competent jurisdiction that such claims, damages payable to third
parties, liabilities or other expenses result from the gross negligence, or
willful misconduct of, or breach of this Commitment Letter or the Fee Letter
by, such indemnified person or any of their directors, officers, employees,
agents, attorneys or affiliates. No indemnified person shall be liable for any
damages arising from the use by others of Information or other materials
obtained through internet, Intralinks or similar information transmission
systems in connection with the Senior Term Loan, except to the extent such
damages arise from such indemnified person’s or any of their directors,
officers, employees, agents, attorneys’ or affiliates’ gross negligence,
willful misconduct or breach of this Commitment Letter or the Fee Letter.  No indemnified person shall be responsible or
liable to any other party or any other person for any indirect, consequential
or special damages. The foregoing provisions of this paragraph shall be in
addition to any rights that any indemnified person may have at common law or
otherwise.  The provisions of this
paragraph shall survive termination of this Commitment Letter.


 


As you know, SVB or its affiliates may from
time to time effect transactions, for its own account or for the accounts of
customers, and may hold positions in loans, options on loans, securities and
options on securities, of companies that may be the subject of the transactions
contemplated by this Commitment Letter or otherwise relate to the Borrower or
any of its subsidiaries.


 


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You acknowledge and agree that in connection
with all elements of each transaction contemplated under this Commitment Letter
and the Fee Letter (i) neither SVB nor any of its affiliates has assumed
any advisory responsibility or any other obligation in favor of you or any of
the Credit Parties except the obligations expressly provided for under this
Commitment Letter and the Fee Letter and (ii) SVB and its affiliates, on
the one hand, and you and the Credit Parties, on the other hand, have an
arms-length business relationship that does not directly or indirectly give
rise to, nor do you or any of the Credit Parties rely on, any fiduciary duty on
the part of SVB or any of its affiliates.


 


This Commitment Letter and the Fee Letter are
intended solely for your benefit and nothing in this Commitment Letter or the
Fee Letter, express or implied, shall give any person other than the parties
hereto, any beneficial or legal right, remedy or claim hereunder. Neither this
Commitment Letter nor the Fee Letter is assignable by you, and may not be
relied upon by any other person or entity. Each of this Commitment Letter and
the Fee Letter is confidential and shall not be disclosed by any of the parties
hereto to any person other than Target, Wells Fargo, such party’s, Target’s or
Wells Fargo’s accountants, attorneys and other advisors (in each case, with the
fee amounts in the Fee Letter redacted), and, in the case of SVB and the
Administrative Agent, their affiliates and prospective Lenders, purchasers and
assignees, and then only on a confidential basis and in connection with the
Transaction and the related transactions contemplated herein. Any disclosure to
an advisor may be made for the sole purpose of evaluating and advising on the
offer of financing made in this Commitment Letter. Additionally, any of the
parties hereto may make such disclosures of this Commitment Letter and the Fee
Letter as are required by regulatory authority, law (including the disclosure rules of
the Securities and Exchange Commission) or judicial process or as may be
required or appropriate in response to any summons or subpoena or in connection
with any litigation; provided that such party will use its commercially
reasonable efforts to notify the other parties hereto of any such disclosure
prior to making such disclosure. SVB will use all confidential information
provided to it or its affiliates by or on behalf of you or the Borrower
hereunder solely for the purpose of providing the services which are the
subject of this Commitment Letter and shall treat confidentially all such
information; provided that nothing herein shall prevent SVB or its
affiliates from disclosing any such information as required or requested by
regulatory authority, law or judicial process or as may be required or
appropriate in response to any summons or subpoena or in connection with any
litigation or to prospective lenders in connection with the syndication of the
Senior Term Loan; provided that SVB will use its commercially reasonable
efforts to notify you of any such disclosure prior to making such disclosure.
SVB hereby notifies you that pursuant to the requirements of the USA PATRIOT
Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”),
SVB may be required to obtain, verify and record information that identifies
you, which information would include your name and address and other
information that would allow SVB to identify you in accordance with the Act.
Anything to the contrary contained herein notwithstanding, we hereby consent to
your disclosure of a copy of this Commitment Letter and a copy of the Fee
Letter (with fee amounts redacted) on a confidential basis to the Target and
Wells Fargo and their respective financial and legal advisors for its use in
connection with the evaluation of your proposal for the Transaction.


 


You hereby agree that upon consummation of
the Transaction, SVB or any of its affiliates may place customary “tombstone”
advertisements (which may include any of your trade names or corporate logos)
in publications of its choice (including without limitation 


 


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“e-tombstones” published or
otherwise circulated in electronic form and related hyperlinks to your
corporate website) at its own expense, subject to your consent, not to be
unreasonably withheld. In addition, you agree that SVB or any of its affiliates
may disclose information about the transaction to market data collectors and
similar service providers to the financing community.


 


Our offer will terminate at 5:00 p.m.
(California time) on July 3, 2008, unless on or before that date you sign
and return an enclosed counterpart of this Commitment Letter and the Fee Letter
to Silicon Valley Bank, 5820 Canoga Avenue, #210, Woodland Hills, CA 91367,
attention: Mark Turk. The commitment herein provided for will also expire on
the close of business on October 30, 2008, however, that any term or
provision hereof to the contrary notwithstanding all of your obligations
hereunder and under the Fee Letter in respect of indemnification,
confidentiality and fee and expense reimbursement shall survive any termination
of the commitment pursuant to this paragraph.


 


Notwithstanding anything to the contrary
contained herein, your obligations (including the obligation to indemnify each
indemnified person and to pay legal fees and other expenses) and the
representations and covenants under this Commitment Letter shall remain
effective until the execution of the Definitive Senior Financing Documents and
thereafter such obligations, representations and covenants shall be superseded
by those contained in the Definitive Senior Financing Documents and you shall
automatically be released from all liability under this Commitment Letter upon
the execution of the Definitive Senior Financing Documents. You may terminate
this Commitment Letter at any time subject to the provisions of this paragraph.


 


This Commitment Letter (including the Summary
of Terms and Conditions) shall be governed by, and construed in accordance
with, the laws of the State of California.


 


TO THE EXTENT PERMITTED BY APPLICABLE LAW,
YOU, SVB AND THE LENDERS EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS COMMITMENT LETTER, THE FEE
LETTER OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF
DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH
PARTIES TO ENTER INTO THIS COMMITMENT LETTER AND THE FEE LETTER.  EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS
COUNSEL.


 


WITHOUT INTENDING IN ANY WAY TO LIMIT THE
PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the
above waiver of the right to a trial by jury is not enforceable, the parties
hereto agree that any and all disputes or controversies of any nature between
them arising at any time shall be decided by a reference to a private judge,
mutually selected by the parties (or, if they cannot agree, by the Presiding
Judge of the Santa Clara County, California Superior Court) appointed in
accordance with California Code of Civil Procedure Section 638 (or
pursuant to comparable provisions of federal law if the dispute falls within
the exclusive jurisdiction of the federal courts), sitting without a jury, in
Santa Clara County, California; and the parties hereby submit to the
jurisdiction of such court.


 


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The reference proceedings shall be conducted
pursuant to and in accordance with the provisions of California Code of Civil
Procedure §§ 638 through 645.1, inclusive. 
The private judge shall have the power, among others, to grant
provisional relief, including without limitation, entering temporary
restraining orders, issuing preliminary and permanent injunctions and
appointing receivers.  All such
proceedings shall be closed to the public and confidential and all records
relating thereto shall be permanently sealed. 
If during the course of any dispute, a party desires to seek provisional
relief, but a judge has not been appointed at that point pursuant to the
judicial reference procedures, then such party may apply to the Santa Clara
County, California Superior Court for such relief.  The proceeding before the private judge shall
be conducted in the same manner as it would be before a court under the rules of
evidence applicable to judicial proceedings. 
The parties shall be entitled to discovery which shall be conducted in
the same manner as it would be before a court under the rules of discovery
applicable to judicial proceedings.  The
private judge shall oversee discovery and may enforce all discovery rules and
order applicable to judicial proceedings in the same manner as a trial court
judge.  The parties agree that the
selected or appointed private judge shall have the power to decide all issues
in the action or proceeding, whether of fact or of law, and shall report a
statement of decision thereon pursuant to the California Code of Civil
Procedure § 644(a).  Nothing in this
paragraph shall limit the right of any party at any time to exercise self-help
remedies, foreclose against collateral, or obtain provisional remedies.  The private judge shall also determine all issues
relating to the applicability, interpretation, and enforceability of this
paragraph.


 


This Commitment Letter constitutes the entire
understanding among the parties hereto with respect to the subject matter
hereof and replace and supersede all prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject matter
hereof. This Commitment Letter may not be amended or waived except by an
instrument in writing signed by each party hereto. This Commitment Letter may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument.


 


We appreciate having been given the
opportunity by you to be involved in this transaction.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  SILICON VALLEY BANK, A

  
	
   

  	
  CALIFORNIA BANKING

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Turk

  
	
   

  	
  Title:

  	
  Senior Relationship
  Manager

  
	
   

  	
   

  	
   

  
	
  Commitment Letter

  	
   

  	
   

  



 


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AGREED AND ACCEPTED as of


the date first written above:


 


	
  UNITED ONLINE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mark R. Goldston

  	
   

  
	
  Name:

  	
  Mark R. Goldston

  	
   

  
	
  Title:

  	
  Chairman, President and

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Commitment Letter

  	
   

  



 


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ANNEX A


 


United Online, Inc.


$60,000,000 Senior Secured
Term Loan


Summary of Terms and
Conditions


 


The following summarizes selected terms of the
senior term loan (the “Senior Term Loan”).


 


This Summary of Terms and Conditions is intended
merely as an outline of certain of the material terms of the Senior Term Loan.
It does not include descriptions of all of the terms and other provisions that
are to be contained in the definitive documentation relating to the Senior Term
Loan and it is not intended to limit the scope of discussion and negotiation of
any matters not inconsistent with the specific matters set forth herein;
provided however, there shall be no other conditions other than as set forth in
this Commitment Letter (as defined below) and the Summary of Terms and
Conditions. All terms defined in the commitment letter (the “Commitment
Letter”) to which this Summary of Terms and Conditions is attached and not
otherwise defined herein shall have the same meanings when used herein.


 


	
  Borrower:

  	
   

  	
  United Online, Inc.
  (“Borrower”)

  
	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
  All existing and future
  subsidiaries of the Borrower (the “Guarantors” and, together with the
  Borrower, the “Credit Parties”); provided, however, that
  Intermediate Co., Target, their subsidiaries, non-U.S. subsidiaries and,
  following a Classmates IPO, CMC and its subsidiaries shall not be required to
  deliver guaranties and shall not be Guarantors.

  
	
   

  	
   

  	
   

  
	
  Administrative Agent:

  	
   

  	
  Silicon Valley Bank, a
  California banking corporation (“SVB or “Administrative Agent”).

  
	
   

  	
   

  	
   

  
	
  Lenders:

  	
   

  	
  A syndicate of financial
  institutions and institutional lenders (including SVB) acceptable to SVB
  after consultation with the Borrower.

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  The date the initial loans
  are made under the Senior Term Loan (the “Closing Date”) and not later
  than October 30, 2008.

  
	
   

  	
   

  	
   

  
	
  Type and Amount:

  	
   

  	
  The Term Loan Facility
  shall consist of a Senior Term Loan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Term Loan Facility. The Term
  Loan Facility will be made available in a single borrowing on the Closing
  Date. Once repaid, the term loans made under the Term Loan Facility may not
  be reborrowed. Such term loans will have a final maturity date of four years
  after the Closing Date and be in an original principal amount of $60,000,000.
  The Term Loan Facility shall be repaid in equal quarterly installments of
  $3,750,000 beginning December 31, 2008. Any outstanding amounts shall

  



 


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  be paid on the maturity
  date.

  
	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  The Senior Term Loan can
  be used for working capital requirements, to fund the acquisition of the
  Target and for other corporate purposes of the Credit Parties (including
  investments and acquisitions).

  
	
   

  	
   

  	
   

  
	
  Security:

  	
   

  	
  The Senior Term Loan will
  be secured by first priority perfected liens on substantially all existing
  and after-acquired personal property (tangible and intangible) of the
  Borrower and the Guarantors, including without limitation all accounts
  receivable, inventory, equipment, intellectual property, other personal
  property, and owned real property, and a pledge of the capital stock of the
  subsidiaries owned by the Borrower and the Guarantors (other than the capital
  stock of Intermediate Co., Target and their respective subsidiaries), subject
  in each case to such exceptions as may be agreed upon (the “Collateral”);
  provided, however, that no more than 66.0% of the equity
  interests of first-tier non-U.S. subsidiaries will be required to be pledged
  as security.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding the
  foregoing, the following assets will be excluded from the Collateral securing
  the Senior Term Loan: (i) leasehold interests in real property,
  (ii) those assets over which the granting of a security interest in such
  assets would be prohibited by contract or applicable law, (iii) other
  exceptions to be mutually agreed upon or which are usual for facilities of
  this type and (iv) fee interests in real property valued at less than
  $5,000,000.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Collateral shall
  ratably secure the Term Loan Facility.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Negative pledge on all
  assets of the Credit Parties, subject to customary permitted liens to be
  agreed upon.

  
	
   

  	
   

  	
   

  
	
  Interest Rates:

  	
   

  	
  All amounts outstanding
  under the Senior Term Loan shall bear interest, at the Borrower’s option, at
  the Base Rate plus 2.00% or at the reserve adjusted LIBOR Rate plus 3.50%;
  provided however, in no event shall the LIBOR Rate be less than 3.00%.

  
	
   

  	
   

  	
   

  
	
  Interest Payments:

  	
   

  	
  Monthly for Base Rate
  Loans; on the last day of selected interest periods (which shall be one, two,
  three and six months) for LIBOR Loans (and at the end of every three months,
  in the case of interest periods of longer than three months); and upon 

  



 


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  prepayment, in each case
  payable in arrears and computed on the basis of a 360-day year; provided that
  interest on Base Rate Loans shall be computed on the basis of a 365/366 day
  year for actual days elapsed.

  
	
   

  	
   

  	
   

  
	
  Voluntary Prepayments and
  Commitment Reductions:

  	
   

  	
  The Senior Term Loan may
  be prepaid in whole or in part without premium or penalty (LIBOR Loans
  prepayable only on the last days of related interests periods or upon payment
  of any breakage costs actually incurred) and the Lenders’ commitments
  relative thereto reduced or terminated upon such notice and in such amounts
  as may be agreed upon. Voluntary prepayments of the Term Loan Facility shall
  be applied in the inverse order of maturity.

  
	
   

  	
   

  	
   

  
	
  Mandatory Prepayments and
  Commitment Reductions:

  	
   

  	
  Subject to certain
  exceptions customary and appropriate for financings of this type (including
  reinvestment rights) to be agreed upon, the Senior Term Loan will be prepaid
  by an amount equal to:  (i) the
  greater of (x) $30 million and (y) 50% of the net cash proceeds
  received by the Borrower promptly following the consummation of the
  Classmates IPO; and (ii) 50.0% of Excess Cash Flow (as defined below)
  for each fiscal quarter, commencing with the quarter ending March 31,
  2009 (and to be paid 45 days after quarter-end (or 90 days in the case of the
  fourth quarter of any fiscal year); provided that the required amount
  of such Excess Cash Flow prepayment will be reduced on a dollar for dollar
  basis by the amount of any voluntary prepayments of the Senior Term Loan made
  prior to the end of the fiscal quarter for which any excess cash flow
  prepayment is payable. Excess Cash Flow means adjusted Consolidated EBITDA
  (to be negotiated and with customary addbacks for similarly situated
  companies) (“Consolidated EBITDA”) less cash interest, scheduled amortization
  of the Term Loan Facility, cash taxes, capital expenditures to the extent
  paid in cash, permitted investments (to be negotiated), cash dividends of up
  to $0.10 per share per quarter (to the extent permitted by the Definitive
  Senior Financing Documents) and tax payments in connection with the vesting
  of restricted stock units and stock grants (to the extent permitted by the
  Definitive Senior Financing Documents).

   

  All mandatory prepayments
  of the Term Loan Facility shall be applied in the inverse order of maturity.
  Notwithstanding the foregoing, in the case of any mandatory prepayment to be
  applied to the Term Loan Facility, the Lenders thereof may waive the right to
  receive the amount of such mandatory prepayment.

  



 


11

















 


	
  Representations and Warranties:

  	
   

  	
  Customary and appropriate
  for financings of this type (subject to exceptions to be determined and with
  qualifications and caveats customary for facilities of this nature), limited
  to the following: due organizations, powers, qualification, good standing,
  business subsidiaries, authorization, enforceability, no conflict,
  governmental consents, binding obligation, historical financial condition, no
  material adverse changes, no restricted junior payments, title to properties,
  liens, properties, intellectual property, litigation/adverse facts, payment
  of taxes, performance of agreements/material contracts, governmental
  regulation, employee benefit plans, certain fees, compliance with laws and
  regulations, environmental protection, employee matters, solvency, perfection
  and priority of liens securing the Term Loan Facility, governmental
  authorization, absence of third-party filings, securities activities/margin
  regulations, information regarding collateral, full disclosure, subordinated
  indebtedness, reporting to IRS, foreign asset control regulations, inactivity
  or immateriality of certain subsidiaries; provided that such representations
  and warranties shall, on the Closing Date, be limited in scope to the
  Specified Representations and the representations and warranties related to
  the Company identified in the third paragraph of the Commitment Letter to the
  extent permitted as a condition precedent to the availability of the Senior
  Term Loan pursuant thereto.

  
	
   

  	
   

  	
   

  
	
  Financial Covenants:

  	
   

  	
  Financial Covenants shall
  be limited to the following (each to be measured quarterly based upon
  Borrower’s consolidated financial statements (excluding Unrestricted Subsidiaries,
  as defined below):

   

  Leverage Ratio - defined as
  the ratio of, without duplication, (i) all obligations of the Borrower
  and the Restricted Subsidiaries for borrowed money including but not limited
  to (a) senior bank debt, senior notes, and subordinated debt,
  (b) capital leases, (c) outstanding letters of credit,
  (d) guarantees of borrowed money, (e) any obligation owed for all
  or any part of the deferred purchase price of property or services (excluding
  any such obligations incurred under ERISA), which purchase price is
  (1) due more than six months from the date of incurrence of the
  obligation in respect thereof or (2) evidenced by a note or similar written
  instrument, and (f) all indebtedness secured by any lien on any property
  or asset owned or held by the Borrower and the Restricted Subsidiaries
  regardless of whether the indebtedness secured thereby shall have been
  assumed by the Borrower and the Restricted Subsidiaries or is nonrecourse to
  the credit of the Borrower and the Restricted Subsidiaries (subject to
  exceptions to be agreed upon) to (ii) Consolidated

  



 


12

















 


	
   

  	
   

  	
  EBITDA of the Borrower and
  the Restricted Subsidiaries not in excess of 1.25:1.00. The Leverage Ratio
  will be tested quarterly with Consolidated EBITDA being calculated on a
  rolling four quarter basis.

   

  Fixed Charge Coverage
  Ratio - defined as the ratio of (i) Consolidated EBITDA of the
  Borrower and the Restricted Subsidiaries minus the sum of (a) cash taxes
  and (b) maintenance capital expenditures (excluding capital expenditures
  financed other than from internally generated cash) to (ii) cash
  interest expense plus scheduled debt payments (as such scheduled debt
  payments may be reduced from time to time by voluntary and mandatory
  prepayments) of at least the 1.50:1.00. The Fixed Charge Coverage Ratio will
  be tested quarterly and calculated on a trailing four quarter basis (with,
  for the avoidance of doubt, Consolidated EBITDA being calculated on a rolling
  four quarter basis). The foregoing notwithstanding, for any fiscal quarter
  after the Closing Date but prior to the anniversary thereof, the amounts in
  clause (ii) above for such period shall be annualized and calculated as
  follows: from the Closing Date through such fiscal quarter, such amount
  during such period shall be divided by the number of days in such period and
  then multiplied by 365 days.

   

  Minimum Consolidated
  EBITDA. Consolidated EBITDA as calculated on a trailing
  four quarter basis of at least $100,000,000 adjusted to $50,000,000 upon the
  Classmates IPO.

  
	
   

  	
   

  	
   

  
	
  Other Covenants:

  	
   

  	
  Customary and appropriate
  affirmative and negative covenants for financing of this type (subject to
  exceptions and baskets to be mutually agreed upon and customary for
  financings of this nature), limited to the following: affirmative covenants
  regarding financial statements and other reports along with compliance
  certificates, existence, payment of taxes and claims, maintenance of
  properties, insurance, application of proceeds, inspection rights, lender
  meetings, compliance with laws, environmental matters, execution of
  subsidiary guaranty and personal property collateral documents, matters
  regarding additional real property and maintaining primary operating accounts
  with SVB (subject to SVB providing reasonable terms and excluding accounts of
  Intermediate Co., Target, and their respective subsidiaries); negative
  covenants limiting other indebtedness, liens, investments (including
  limitations on investments in Target (subject to a TTM cap of $15,000,000),
  mergers and acquisitions, contingent obligations, restricted junior payments
  (dividends, redemptions and payments on 

  



 


13

















 


	
   

  	
   

  	
  subordinated debt;
  provided however, tax payments in connection with the vesting of restricted
  stock units and stock grants shall be permitted in an amount to be
  negotiated), sales of assets, fundamental changes, amendments to related
  agreements, fiscal year, transactions with affiliates, conduct of business,
  sale-leasebacks, use of proceeds, ERISA liabilities and reporting
  requirements.

   

  The foregoing
  notwithstanding, so long as no Event of Default has occurred and is
  continuing or would result therefrom, the Classmates IPO and the payment of
  quarterly dividends up to $0.20/share by United Online, Inc. shall be
  permitted. For all purposes of the Definitive Senior Financing Documents,
  Intermediate Co., Target, their respective subsidiaries and, following a Classmates
  IPO, CMC and its subsidiaries will be “Unrestricted Subsidiaries” and will
  not be subject to the covenants, defaults or representations contained in the
  Definitive Senior Financing Documents.

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
  Customary and appropriate
  for financings of this type (subject to customary and appropriate grace
  periods qualifications and caveats), limited to the following: failure to
  make payments when due, defaults under indebtedness or contingent obligations
  in excess of specified amounts, noncompliance with covenants or any other
  provision of the Definitive Senior Financing Documents, breaches of
  representations and warranties, bankruptcy, dissolution, judgments in excess
  of specified amounts, attachments in excess of specified amounts, ERISA liability
  in excess of specified amounts, invalidity of loan documents, invalidity of
  guaranties, impairment of security interests in Collateral, repudiation of
  Collateral, and Changes of Control (to be defined).

  
	
   

  	
   

  	
   

  
	
  Conditions Precedent to
  Funding:

  	
   

  	
  The Borrower shall have
  satisfied the conditions set forth in Annex B attached to the
  Commitment Letter and the Specified Representations shall be accurate in all
  material respects.

  
	
   

  	
   

  	
   

  
	
  Indemnification:

  	
   

  	
  The Borrower shall
  indemnify the Administrative Agent, each Lender and each of their respective
  affiliates, directors, officers, agents, attorneys and employees from and
  against any losses, claims, damages, liabilities and other expenses in a
  manner customary for financings of this type.

  
	
   

  	
   

  	
   

  
	
  Assignments and Participations:

  	
   

  	
  The Lenders may assign all
  or in minimum amounts of $1,000,000 any portion of their shares of the Senior
  Term Loan to their affiliates, to other Lenders, or to one or more financial
  institutions or institutional lenders that are Eligible Assignees

  



 


14

















 


	
   

  	
   

  	
  (as defined below). The
  Lenders will have the right to sell participations, subject to customary
  limitations on voting rights, in their shares of the Senior Term Loan.

   

  Eligible Assignee shall mean
  (a) any Lender, (b) an affiliate of any Lender, (c) an
  Approved Fund (to be defined) and (d) any other person approved by the
  Administrative Agent.

  
	
   

  	
   

  	
   

  
	
  Waivers and Amendments:

  	
   

  	
  Amendments and waivers
  will require the approval of Lenders holding in the aggregate more than 50%
  of the Senior Term Loan; provided that the consent of each Lender directly
  affected thereby shall be required for (a) increases in the commitment
  of such Lender, (b) reductions of principal, interest or fees,
  (c) extensions of final and interim scheduled maturities or times for
  payment of interest or fees, (d) releases of all or substantially all
  the Collateral and (e) releases of all or substantially all of the
  Guarantors.

  
	
   

  	
   

  	
   

  
	
  Taxes, Reserve Requirements and
  Indemnities:

  	
   

  	
  All payments are to be
  made free and clear of any present or future taxes (other than franchise
  taxes and taxes on overall net income), imposts, assessments, withholdings,
  or other deductions whatsoever. Foreign Lenders shall furnish to the
  Administrative Agent (for delivery to the Borrower) appropriate certificates
  or other evidence of exemption from U.S. federal income tax withholding.

   

  The Borrower shall
  indemnify the Lenders against all increased costs of capital resulting from
  reserve requirements or otherwise imposed, in each case subject to customary
  increased costs, capital adequacy and similar provisions.

  
	
   

  	
   

  	
   

  
	
  Governing Law and Jurisdiction:

  	
   

  	
  The Borrower will submit
  to the non-exclusive jurisdiction and venue of the federal and state courts
  of the State of California and will waive any right to trial by jury.
  California law shall govern the Definitive Senior Financing Documents.

  
	
   

  	
   

  	
   

  
	
  Administrative Agent’s Counsel:

  	
   

  	
  Bingham McCutchen LLP

  



 


15

















 


ANNEX B

INITIAL CONDITIONS PRECEDENT


 


The obligation to make the Senior Term Loans under
the Term Loan Facility is subject to the satisfaction of the conditions
precedent set forth in the Commitment Letter and on this Annex B (all terms
defined in the Summary of Terms and Conditions or in the Commitment Letter to
which this Annex B is attached and not otherwise defined herein having the same
meanings when used herein).


 


	
  Senior Term Loan

  	
   

  	
  The definitive
  documentation evidencing the Senior Term Loan (the “Definitive Senior Financing
  Documents”) shall be prepared by counsel to the Administrative Agent,
  shall be in form and substance consistent with the Commitment Letter
  (including without limitation the third paragraph thereof) and shall have
  been executed and delivered by the Credit Parties. Terms of the Term Loan
  Facility not set forth in the Commitment Letter shall be mutually agreed upon
  by the Borrower and the Administrative Agent. Such Definitive Senior
  Financing Documents shall provide for delivery of the following in customary
  form: legal opinions, officers’ certificates, incumbency certificates,
  compliance certificates, a solvency certificate from an officer of the
  Borrower, resolutions, corporate and public records, guaranties, security
  agreements, termination statements, IP security interest grants, foreign
  pledge agreements (upon the Administrative Agent’s reasonable request), UCC
  financing statements, stock certificates, insurance certificates.

  
	
   

  	
   

  	
   

  
	
  Fees and Expenses:

  	
   

  	
  All fees and expenses to
  be paid to the Administrative Agent or other Agents, the Administrative Agent
  and the Lenders as set forth in the Commitment Letter and the Fee Letter
  shall have been paid in full in accordance with the terms thereof.

  
	
   

  	
   

  	
   

  
	
  Financial Statements:

  	
   

  	
  The Administrative Agent
  shall have received (i) audited consolidated balance sheets and related
  statements of income, stockholders’ equity and cash flows of the Borrower and
  the Restricted Subsidiaries for the three most recently completed fiscal
  years ended at least 90 days prior to the Closing Date; and
  (ii) unaudited consolidated balance sheets and related statements of
  income, stockholders’ equity and cash flows of the Borrower and the
  Restricted Subsidiaries for each subsequent fiscal quarter ended at least 45
  days prior to the Closing Date and after the most recently completed fiscal
  year of the Borrower for which audited financial statements have been
  prepared (but in any event excluding the fourth fiscal quarter of any fiscal
  year of the Borrower).

  



 

















 


	
  Closing Date Certificate:

  	
   

  	
  On the Closing Date, the
  Borrower shall deliver to the Administrative Agent a Closing Date Certificate
  signed by the Borrower’s chief financial officer, demonstrating in reasonable
  detail that adjusted OIBDA (calculated in a manner consistent with Borrower’s
  prior practices) of the Borrower and the Restricted Subsidiaries for the most
  recently completed trailing four quarter period ended prior to the Closing
  Date for which financial statements are available pursuant to clauses
  (i) and (ii) of “Financial Statements” above of not less than
  $100,000,000.

  



 


17