Exhibit 10.25


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED
JUNIOR SECURED TERM C NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 5


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term C Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of even date
herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term C Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed
this Junior Term C Note as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
   

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM C NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 6


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term C Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term C Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed this Junior Term C Note
as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
   

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM C NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 7


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term C Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term C Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed this Junior Term C Note
as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
   

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM C NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 8


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term C Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term C Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed this Junior Term C Note
as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
   

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER, SALE OR OTHER
DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH
RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION
OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS
BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM C NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June
  18, 2007

  



No. 9


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term C Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term C Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed
this Junior Term C Note as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
   

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 






 










THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED
JUNIOR SECURED TERM C NOTE

DUE June 30, 2013


 


	
  $4,892,445

  	
   

  	
  June 18, 2007

  



No. 10


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FOUR
MILLION EIGHT HUNDRED AND NINETY-TWO THOUSAND FOUR HUNDRED AND FORTY-FIVE
00/100 DOLLARS ($4,892,445) with interest thereon, on the terms and conditions
set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term C Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of even date
herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term C Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed
this Junior Term C Note as of the date first written above.


 




	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
  

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM C NOTE

DUE June 30, 2013


 


	
  $2,832,805

  	
   

  	
  June 18, 2007

  



No. 11


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of TWO
MILLION EIGHT HUNDRED AND THIRTY-TWO THOUSAND EIGHT HUNDRED AND FIVE 00/100
DOLLARS ($2,832,805) with interest thereon, on the terms and conditions set
forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term C Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of even date
herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term C Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed this Junior Term C Note
as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc.

  (f/k/a DeMarseCo Holdings, Inc.),

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
  

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER,
SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION
STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND
SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES
LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.


 


AMENDED AND RESTATED JUNIOR SECURED TERM C
NOTE

DUE June 30, 2013


 


	
  $3,642,445

  	
   

  	
  June 18, 2007

  
	
  No. 12

  	
   

  	
  Reissued: June 22, 2007

  



 


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of THREE
MILLION SIX HUNDRED FORTY TWO THOUSAND FOUR HUNDRED FORTY FIVE AND NO/100
DOLLARS ($3,642,445) with interest thereon, on the terms and conditions set
forth in that certain Credit Agreement (as defined herein).


 


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


 


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


 


This Junior Term C Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of June 18, 2007, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


 


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 

















 


This Junior Term C Note is also subject to mandatory and optional
prepayment, in whole or from time to time in part, at the times and on the
terms specified in the Credit Agreement, but not otherwise.


 


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


 


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


 


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


 


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


 


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


 


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 

















 


The undersigned has executed this Junior Term C Note as of the date
written above.


 


	
   

  	
   

  	
  CreditCards.com, Inc. (f/k/a DeMarseCo Holdings,

  
	
   

  	
   

  	
  Inc.), a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Christopher Speltz

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Christopher Speltz

  
	
   

  	
   

  	
   

  	
  Title:   CFO

  



 














THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE.  THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR
SECURED TERM C NOTE

DUE June 30, 2013


	
  $1,512,500

  	
   

  	
  August 27, 2007

  



 


No. 12


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of ONE
MILLION FIVE HUNDRED TWELVE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
($1,512,500) with interest thereon, on the terms and conditions set forth in
that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term C Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of even date
herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”).  All initially capitalized terms used herein
but not defined herein shall have the meanings ascribed to them in the Credit
Agreement.  Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article V
of the Credit Agreement.


This Junior Term C Note is
transferable only in accordance with the terms of the Credit Agreement.


 


 


1

















 


This Junior Term C Note is also subject to mandatory and optional
prepayment, in whole or from time to time in part, at the times and on the
terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term C Note is one of a series of amended and restated
term notes that amends, modifies and restates, but does not extinguish or
constitute a novation of, the indebtedness evidenced by those certain
term notes, dated October 30, 2006, in the original aggregate amount
of $75,000,000 executed by the Borrower and payable to the order of the Holder
(the “Original Notes”).  All
rights, titles, liens, and security interests securing the Original Notes are
preserved, maintained and carried forward to secure this Junior Term C Note.


Except as otherwise provided in the Credit Agreement,
the Borrower hereby
unconditionally waives (a) any rights to presentment, demand, protest or notice
of any kind (except as expressly required by the Credit Agreement), and (b) any
rights of rescission, setoff, counterclaim or defense to payment of this Junior
Term C Note in accordance with the terms of the Credit Agreement that the
Borrower may have or claim against the
Holder, the Agent or any other person, including any person who assigned this
Junior Term C Note to the Holder, absent gross negligence or willful misconduct
of such Holder, the Agent or any other person, including any person who
assigned this Junior Term C Note to
the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder of Page
Intentionally Left Blank; Signature Page Follows]


 


 


2





















 


The undersigned has executed this Junior Term C Note as of the date
first written above.


	
   

  	
   

  	
  CCRD Operating Company, Inc. 

  (f/k/a CreditCards.com, Inc.), 

  a Delaware corporation

   

  
	
  



  	
   

  	
  By: 

  	
  

  /s/ Christopher Speltz

  
	
   

  	
   

  	
   

  	
  Christopher Speltz

  Chief Financial Officer

  



 


 














 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER,
SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION
STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND
SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES
LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.


 


AMENDED AND RESTATED JUNIOR SECURED TERM C
NOTE


DUE June 30, 2013


 


 


	
  $1,357,555

  	
  June 18, 2007

  
	
  No. 13

  	
  Reissued: June 22, 2007

  



 


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of ONE
MILLION THREE HUNDRED FIFTY SEVEN THOUSAND FIVE HUNDRED FIFTY FIVE AND NO/100
DOLLARS ($1,357,555) with interest thereon, on the terms and conditions set
forth in that certain Credit Agreement (as defined herein).


 


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term C Note (this “Junior Term C
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


 


Notwithstanding any provision to the contrary in this Junior Term C
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


 


This Junior Term C Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of June 18, 2007, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term C Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


 


This Junior Term C Note is transferable only in accordance with the
terms of the Credit Agreement.


 

















 


This Junior Term C Note is also subject to mandatory and optional
prepayment, in whole or from time to time in part, at the times and on the
terms specified in the Credit Agreement, but not otherwise.


 


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term C Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


 


This Junior Term C Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term C
Note.


 


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term C Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term C Note
to the Holder.


 


Payments of principal, interest on and any premium with respect to this
Junior Term C Note are secured pursuant to the terms of the Security Documents.


 


This Junior Term C Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


 


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 

















 


The undersigned has executed this Junior Term C Note as of the date
written above.


 


	
   

  	
   

  	
  CreditCards.com, Inc. (f/k/a DeMarseCo
  Holdings,

  
	
   

  	
   

  	
  Inc.), a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Christopher Speltz

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Christopher Speltz

  
	
   

  	
   

  	
   

  	
  Title:   CFO

  



 












   THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.


AMENDED
AND RESTATED JUNIOR SECURED TERM C NOTE

DUE June 30, 2013



	$375,000	 	February 10, 2008





No. 13



FOR
VALUE RECEIVED, the undersigned, CCRD OPERATING COMPANY, INC. (formerly known as CreditCards.com, Inc.), a Delaware corporation (the
"Borrower"), hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered assigns (in such capacity, the
"Holder"), the principal sum of THREE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($375,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein). 


Payments
of principal of, interest on and any premium with respect to this Amended and Restated Junior Secured Term C Note (this "Junior Term C Note")
are to be made in accordance with Article III of the Credit Agreement and in lawful money of the United States of America. 


Notwithstanding
any provision to the contrary in this Junior Term C Note, the Credit Agreement or any other agreement, the Borrower shall not be required to pay, and the Holder shall not be permitted
to contract for, take, reserve, charge or receive, any compensation which constitutes interest under applicable law in excess of the maximum amount of interest permitted by law. 


This
Junior Term C Note is due June 30, 2013 and is one of a series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the "Credit Agreement"), dated as of even date herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent (the "Agent"), and the lenders from time to time party thereto (the
"Lenders"). All initially capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Credit Agreement. Each
Holder of this Junior Term C Note will be deemed, by its acceptance hereof, to have agreed to the provisions and to have made the representations and warranties set forth in  Article V of the Credit
Agreement. 



This
Junior Term C Note is transferable only in accordance with the terms of the Credit Agreement. 


This
Junior Term C Note is also subject to mandatory and optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Credit Agreement, but not otherwise. 


If
an Event of Default occurs and is continuing, among the other consequences thereof set forth in the Credit Agreement and otherwise, the unpaid principal of this Junior Term C Note, and the interest
accrued thereon, may be declared or otherwise become due and payable in the manner, at the price (including any applicable premium) and with the effect provided in the Credit Agreement. 


AMENDED AND RESTATED SENIOR SECURED TERM C NOTE


1







 

This
Junior Term C Note is one of a series of amended and restated term notes that amends, modifies and restates, but does not extinguish or constitute a novation of, the indebtedness evidenced by
those certain term notes, dated October 30, 2006, in the original aggregate amount of $75,000,000 executed by the Borrower and payable to the order of the Holder (the
"Original Notes"). All rights, titles, liens, and security interests securing the Original Notes are preserved, maintained and carried forward to secure
this Junior Term C Note. 


Except
as otherwise provided in the Credit Agreement, the Borrower hereby unconditionally waives (a) any rights to presentment, demand, protest or notice of any kind (except as expressly
required by the Credit Agreement), and (b) any rights of rescission, setoff, counterclaim or defense to payment of this Junior Term C Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other person, including any person who assigned this Junior Term C Note to the Holder, absent gross negligence or willful
misconduct of such Holder, the Agent or any other person, including any person who assigned this Junior Term C Note to the Holder. 


Payments
of principal, interest on and any premium with respect to this Junior Term C Note are secured pursuant to the terms of the Security Documents. 


This
Junior Term C Note and the rights and obligations of the parties hereto shall be deemed to be contracts under the laws of the State of Maryland and for all purposes shall be governed by and
construed and enforced in accordance with the laws of said State, except for its rules relating to the conflict of laws. 


[Remainder of Page Intentionally Left Blank; Signature Page Follows]


AMENDED AND RESTATED SENIOR SECURED TERM C NOTE


2








The
undersigned has executed this Junior Term C Note as of the date first written above. 



	 	 	CCRD Operating Company, Inc.

(f/k/a CreditCards.com, Inc.),

a Delaware corporation
	

 	
 	

By:	

/s/  CHRISTOPHER SPELTZ      
 Christopher Speltz
 Chief Financial Officer













THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM D NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 5


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term D Note (this “Junior Term D
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term D
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term D Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (the “Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term D Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term D Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term D Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term D Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term D Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term D
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term D Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term D Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term D Note are secured pursuant to the terms of the Security Documents.


This Junior Term D Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed this Junior Term D Note
as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
  

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM D NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 6


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term D Note (this “Junior Term D
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term D
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term D Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (“Agent”), and
the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term D Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term D Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term D Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term D Note, and the interest accrued thereon, may
be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term D Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term D
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term D Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term D Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term D Note are secured pursuant to the terms of the Security Documents.


This Junior Term D Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in accordance
with the laws of said State, except for its rules relating to the conflict of
laws.


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed
this Junior Term D Note as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

   

  
	
  



  	
   

  	
  By: 

  	
  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM D NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 7


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term D Note (this “Junior Term D
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term D
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term D Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (“Agent”), and
the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term D Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term D Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term D Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term D Note, and the interest accrued thereon, may
be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term D Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term D
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term D Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term D Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term D Note are secured pursuant to the terms of the Security Documents.


This Junior Term D Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in accordance
with the laws of said State, except for its rules relating to the conflict of
laws.


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed this Junior Term D Note
as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
  

  /s/ Elisabeth DeMarse

  	
   

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM D NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 8


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term D Note (this “Junior Term D
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term D
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term D Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (“Agent”), and
the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term D Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term D Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term D Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term D Note, and the interest accrued thereon, may
be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term D Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term D
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term D Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term D Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term D Note are secured pursuant to the terms of the Security Documents.


This Junior Term D Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in accordance
with the laws of said State, except for its rules relating to the conflict of
laws.


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed
this Junior Term D Note as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
  

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM D NOTE

DUE June 30, 2013


 


	
  $5,000,000

  	
   

  	
  June 18, 2007

  



No. 9


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FIVE
MILLION 00/100 DOLLARS ($5,000,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term D Note (this “Junior Term D
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term D
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term D Note is due June 30, 2013 and is one of a series
of promissory notes issued pursuant to that certain Amended and Restated Credit
Agreement (the “Credit Agreement”), dated as of even date herewith, by
and among the Borrower and CCCI Holdings, Inc., American Capital Financial
Services, Inc., as administrative and collateral agent (“Agent”), and
the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term D Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term D Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term D Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


This Junior Term D Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term D
Note.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term D Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term D Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term D Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term D Note are secured pursuant to the terms of the Security Documents.


This Junior Term D Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in accordance
with the laws of said State, except for its rules relating to the conflict of
laws.


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed
this Junior Term D Note as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
  

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM D NOTE

DUE June 30, 2013


 


	
  $4,892,445

  	
   

  	
  June 18, 2007

  



No. 10


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of FOUR
MILLION EIGHT HUNDRED NINETY-TWO THOUSAND FOUR HUNDRED AND FORTY-FIVE 00/100
DOLLARS ($4,892,445) with interest thereon, on the terms and conditions set
forth in that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term D Note (this “Junior Term D
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term D
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term D Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of even date
herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent (“Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term D Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term D Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term D Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term D Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term D Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term D Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term D Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term D Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term D Note are secured pursuant to the terms of the Security Documents.


This Junior Term D Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed
this Junior Term D Note as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
  

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 














THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR SECURED TERM D NOTE

DUE June 30, 2013


 


	
  $2,832,805

  	
   

  	
  June 18, 2007

  



No. 11


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of TWO
MILLION EIGHT HUNDRED THIRTY-TWO THOUSAND EIGHT HUNDRED AND FIVE 00/100 DOLLARS
($2,832,805) with interest thereon, on the terms and conditions set forth in
that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term D Note (this “Junior Term D Note”)
are to be made in accordance with Article III of the Credit Agreement
and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term D
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term D Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of even date
herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent (“Agent”),
and the lenders from time to time party thereto (the “Lenders”). All
initially capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Credit Agreement. Each Holder of this Junior
Term D Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article
V of the Credit Agreement.


This Junior Term D Note is transferable only in accordance with the
terms of the Credit Agreement.


 


 


1

















 


This Junior Term D Note is also subject to mandatory
and optional prepayment, in whole or from time to time in part, at the times
and on the terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term D Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term D Note is one of a series of amended and restated term
notes that amends, modifies and restates, but does not extinguish or constitute
a novation of, the indebtedness evidenced by those certain term notes, dated
October 30, 2006, in the original aggregate amount of $75,000,000 executed by
the Borrower and payable to the order of the Holder (the “Original Notes”).
All rights, titles, liens, and security interests securing the Original Notes
are preserved, maintained and carried forward to secure this Junior Term D
Note.


Except as otherwise provided in the Credit Agreement, the Borrower
hereby unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment of
this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other
person, including any person who assigned this Junior Term D Note to the
Holder, absent gross negligence or willful misconduct of such Holder, the Agent
or any other person, including any person who assigned this Junior Term D Note
to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term D Note are secured pursuant to the terms of the Security Documents.


This Junior Term D Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed
this Junior Term D Note as of the date first written above.


 


 


	
   

  	
   

  	
  CreditCards.com, Inc. 

  (f/k/a DeMarseCo Holdings, Inc.), 

  a Delaware corporation

  
	
  



  	
   

  	
  By: 

  	
  

  

  /s/ Elisabeth DeMarse

  
	
   

  	
   

  	
   

  	
  Elisabeth DeMarse

  President and Chief Executive Officer

  



 

















THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE.  THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION,
AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A
REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT
REQUIRED.


AMENDED AND RESTATED JUNIOR
SECURED TERM D NOTE

DUE June 30, 2013


	
  $1,512,500

  	
   

  	
  August 27, 2007

  



 


No. 12


FOR VALUE RECEIVED, the undersigned, CREDITCARDS.COM, INC. (formerly
known as DeMarseCo Holdings, Inc.), a Delaware corporation (the “Borrower”),
hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered
assigns (in such capacity, the “Holder”), the principal sum of ONE
MILLION FIVE HUNDRED TWELVE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
($1,512,500) with interest thereon, on the terms and conditions set forth in
that certain Credit Agreement (as defined herein).


Payments of principal of, interest on and any premium with respect to
this Amended and Restated Junior Secured Term D Note (this “Junior Term D
Note”) are to be made in accordance with Article III of the Credit
Agreement and in lawful money of the United States of America.


Notwithstanding any provision to the contrary in this Junior Term D
Note, the Credit Agreement or any other agreement, the Borrower shall not be
required to pay, and the Holder shall not be permitted to contract for, take,
reserve, charge or receive, any compensation which constitutes interest under
applicable law in excess of the maximum amount of interest permitted by law.


This Junior Term D Note is due June 30, 2013 and is one of a
series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the “Credit Agreement”), dated as of even date
herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent (“Agent”),
and the lenders from time to time party thereto (the “Lenders”).  All initially capitalized terms used herein
but not defined herein shall have the meanings ascribed to them in the Credit
Agreement.  Each Holder of this Junior
Term D Note will be deemed, by its acceptance hereof, to have agreed to the
provisions and to have made the representations and warranties set forth in Article V
of the Credit Agreement.


This Junior Term D Note is
transferable only in accordance with the terms of the Credit Agreement.


 


 


1

















 


This Junior Term D Note is also subject to mandatory and optional
prepayment, in whole or from time to time in part, at the times and on the
terms specified in the Credit Agreement, but not otherwise.


If an Event of Default occurs and is continuing, among the other
consequences thereof set forth in the Credit Agreement and otherwise, the
unpaid principal of this Junior Term D Note, and the interest accrued thereon,
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable premium) and with the effect provided in the Credit
Agreement.


This Junior Term D Note is one of a series of amended and restated
term notes that amends, modifies and restates, but does not extinguish or
constitute a novation of, the indebtedness evidenced by those certain
term notes, dated October 30, 2006, in the original aggregate amount
of $75,000,000 executed by the Borrower and payable to the order of the Holder
(the “Original Notes”).  All
rights, titles, liens, and security interests securing the Original Notes are
preserved, maintained and carried forward to secure this Junior Term D Note.


Except as otherwise provided in the Credit
Agreement, the Borrower hereby
unconditionally waives (a) any rights to presentment, demand, protest or
notice of any kind (except as expressly required by the Credit Agreement), and
(b) any rights of rescission, setoff, counterclaim or defense to payment
of this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim
against the Holder, the Agent or any other person, including any person who
assigned this Junior Term D Note to the Holder, absent gross negligence or
willful misconduct of such Holder, the Agent or any other person, including any
person who assigned this Junior Term D Note to the Holder.


Payments of principal, interest on and any premium with respect to this
Junior Term D Note are secured pursuant to the terms of the Security Documents.


This Junior Term D Note and the rights and obligations of the parties
hereto shall be deemed to be contracts under the laws of the State of Maryland
and for all purposes shall be governed by and construed and enforced in
accordance with the laws of said State, except for its rules relating to the
conflict of laws.


[Remainder of Page
Intentionally Left Blank; Signature Page Follows]


 


 


2

















 


The undersigned has executed this Junior Term D Note as of the date
first written above.


	
   

  	
   

  	
  CCRD Operating Company, Inc. 

  (f/k/a CreditCards.com, Inc.), 

  a Delaware corporation

   

  
	
  



  	
   

  	
  By: 

  	
  

  /s/ Christopher Speltz

  
	
   

  	
   

  	
   

  	
  Christopher Speltz

  Chief Financial Officer

  



 


 












   THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.


AMENDED
AND RESTATED JUNIOR SECURED TERM D NOTE

DUE June 30, 2013



	$375,000	 	February 10, 2008





No. 13



FOR
VALUE RECEIVED, the undersigned, CCRD OPERATING COMPANY, INC. (formerly known as CreditCards.com, Inc.), a Delaware corporation (the
"Borrower"), hereby promises to pay to AMERICAN CAPITAL STRATEGIES, LTD. or its registered assigns (in such capacity, the
"Holder"), the principal sum of THREE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($375,000) with interest thereon, on the terms and
conditions set forth in that certain Credit Agreement (as defined herein). 


Payments
of principal of, interest on and any premium with respect to this Amended and Restated Junior Secured Term D Note (this "Junior Term D Note")
are to be made in accordance with Article III of the Credit Agreement and in lawful money of the United States of America. 


Notwithstanding
any provision to the contrary in this Junior Term D Note, the Credit Agreement or any other agreement, the Borrower shall not be required to pay, and the Holder shall not be permitted
to contract for, take, reserve, charge or receive, any compensation which constitutes interest under applicable law in excess of the maximum amount of interest permitted by law. 


This
Junior Term D Note is due June 30, 2013 and is one of a series of promissory notes issued pursuant to that certain Amended and Restated
Credit Agreement (the "Credit Agreement"), dated as of even date herewith, by and among the Borrower and CCCI Holdings, Inc., American Capital
Financial Services, Inc., as administrative and collateral agent ("Agent"), and the lenders from time to time party thereto (the
"Lenders"). All initially capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Credit Agreement. Each
Holder of this Junior Term D Note will be deemed, by its acceptance hereof, to have agreed to the provisions and to have made the representations and warranties set forth in  Article V of the Credit
Agreement. 


This
Junior Term D Note is transferable only in accordance with the terms of the Credit Agreement. 


This
Junior Term D Note is also subject to mandatory and optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Credit Agreement, but not otherwise. 


If
an Event of Default occurs and is continuing, among the other consequences thereof set forth in the Credit Agreement and otherwise, the unpaid principal of this Junior Term D Note, and the interest
accrued thereon, may be declared or otherwise become due and payable in the manner, at the price (including any applicable premium) and with the effect provided in the Credit Agreement. 


AMENDED AND RESTATED SENIOR SECURED TERM D NOTE


1







 

This
Junior Term D Note is one of a series of amended and restated term notes that amends, modifies and restates, but does not extinguish or constitute a novation of, the indebtedness evidenced by
those certain term notes, dated October 30, 2006, in the original aggregate amount of $75,000,000 executed by the Borrower and payable to the order of the Holder (the
"Original Notes"). All rights, titles, liens, and security interests securing the Original Notes are preserved, maintained and carried forward to secure
this Junior Term D Note. 


Except
as otherwise provided in the Credit Agreement, the Borrower hereby unconditionally waives (a) any rights to presentment, demand, protest or notice of any kind (except as expressly
required by the Credit Agreement), and (b) any rights of rescission, setoff, counterclaim or defense to payment of this Junior Term D Note in accordance with the terms of the Credit Agreement
that the Borrower may have or claim against the Holder, the Agent or any other person, including any person who assigned this Junior Term D Note to the Holder, absent gross negligence or willful
misconduct of such Holder, the Agent or any other person, including any person who assigned this Junior Term D Note to the Holder. 


Payments
of principal, interest on and any premium with respect to this Junior Term D Note are secured pursuant to the terms of the Security Documents. 


This
Junior Term D Note and the rights and obligations of the parties hereto shall be deemed to be contracts under the laws of the State of Maryland and for all purposes shall be governed by and
construed and enforced in accordance with the laws of said State, except for its rules relating to the conflict of laws. 


[Remainder of Page Intentionally Left Blank; Signature Page Follows]


AMENDED AND RESTATED SENIOR SECURED TERM D NOTE


2








The
undersigned has executed this Junior Term D Note as of the date first written above. 



	 	 	CCRD Operating Company, Inc.

(f/k/a CreditCards.com, Inc.),

a Delaware corporation
	

 	
 	

By:	

/s/  CHRISTOPHER SPELTZ      
 Christopher Speltz
 Chief Financial Officer