Exhibit 10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


FIRST AMENDMENT TO CREDIT AGREEMENT (this “First
Amendment”), dated as of December 13, 2004, among UNITED ONLINE, INC.,
a Delaware corporation (the “Borrower”), the lenders from time to time
party to the Credit Agreement referred to below (the “Lenders”) and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such
capacity, the “Administrative 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.


 


W I  T  N  E  S  S
E  T  H:


 


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 (the “Credit Agreement”);
and


 


WHEREAS, subject to the terms and conditions of this
First Amendment, the parties hereto wish to amend the Credit Agreement as
herein provided;


 


NOW, THEREFORE, it is agreed:


 


I.                                         Amendments
to Credit Agreement.


 


1.                                       Section 1.01 of the Credit Agreement
is hereby amended by deleting the definition of “Applicable Margin” appearing
therein and inserting the following new definition in lieu thereof:


 


“Applicable Margin” shall mean, at any time, a percentage per
annum equal to (i) in the case of Term Loans maintained as Base Rate Loans,
2.00%, and (ii) in the case of Term Loans maintained as Eurodollar Loans,
3.00%.


 


2.                                       Section 13.04(b) of the Credit
Agreement is hereby amended by deleting the amount “$1,000,000” appearing in
clause (y) of the first sentence of said Section and inserting the amount “$500,000”
in lieu thereof.


 


3.                                       Section 13.04 of the Credit
Agreement is hereby further amended by deleting clause (c) of said Section in
its entirety and inserting the following new clause (c) in lieu thereof:


 


“Nothing in this Agreement shall prevent or prohibit any Lender from
pledging its Term Loans and Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank and,
with prior notification to the Administrative Agent (but without the consent of
the Administrative Agent or the 


 





















 


Borrower), any Lender which is a fund may pledge all or any portion of
its Term Loans and Notes to its trustee or to a collateral agent or to another
creditor providing credit or credit support to such Lender in support of its
obligations to such trustee, such collateral agent or a holder of, or any other
representative of a holder of, such obligations, or such other creditor, as the
case may be.  No pledge pursuant to this
clause (c) shall release the transferor Lender from any of its obligations
hereunder or substitute any such pledgee for such Lender as a party hereto.”.


 


4.                                       Section 13.12(a) of the Credit
Agreement is hereby amended by (i) deleting the word “or” appearing at the end
of clause (3) of the second proviso of said Section and (ii) inserting the
following new clause (5) immediately following clause (4) of the second proviso
of said Section:


 


“, or (5) without the consent of each Lender, amend, modify or waive
the provisions of Section 2.09 requiring the approval of each Lender for
the selection of an Interest Period of greater than six months”.


 


5.                                       Section 13.19 is hereby amended by
inserting the following new clause (g) immediately following clause (f) of said
Section:


 


“(g)                           (i) The Credit Parties are not required
to have delivered on or prior to the Borrowing Date the certificates of
insurance described in Section 7.11(ii) stating that such insurance shall
not be canceled without at least 30 days’ prior written notice by the insurer
to the Collateral Agent, so long as the Administrative Agent shall have
received on or prior to the Borrowing Date certificates of insurance complying
in all other respects with the requirements of Sections 7.11(ii) and 9.03, and
(ii) within 30 days after the Borrowing Date (or such longer period as the
Administrative Agent shall agree to in its sole discretion), the Credit Parties
shall have delivered certificates of insurance complying in all respects with
the requirements of Sections 7.11(ii) and 9.03.”.


 


II.                                     Miscellaneous
Provisions.


 


1.                                       In order to induce the Lenders to enter into this
First Amendment, the Borrower hereby represents and warrants that:


 


(a)                                  no Default or Event of Default exists as
of the First Amendment Effective Date (as defined below), both before and after
giving effect to this First 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 First Amendment Effective Date, both
before and after giving effect to this First Amendment, with the same effect as
though such representations and warranties had been made on and as of the First
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





















 


2.                                       This First Amendment is limited as specified and shall
not constitute a modification, acceptance or waiver of any other provision of
the Credit Agreement or any other Credit Document.


 


3.                                       This First 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 FIRST 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 First Amendment shall become effective on the
date (the “First Amendment Effective Date”) on which each of the
Borrower, the Administrative Agent and each Lender shall have signed a
counterpart hereof (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 First Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.


 


*     
*      *


 


3





















 


IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this First 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

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  
	
   

  	
   

  	
  AMERICAS, Individually
  and as

  
	
   

  	
   

  	
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anca Trifan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anca Trifan

  
	
   

  	
   

  	
  Title:

  	
  Director