Exhibit  10.21.2**AMENDMENT NO. 1 TO CREDIT AGREEMENT**     This AmendmentNo. 1 to Credit Agreement (this“***Agreement***”) dated as of November 29,2007 ismade by and among **INTERSECTIONS INC.**, a Delaware corporation(the “***Company***”),the Subsidiaries ofthe Company party hereto (together with the Company, the “***Borrowers***” and each a “***Borrower***”), **BANKOF AMERICA, N.A.**, a national banking association organized and existing under the laws of theUnited States (“***Bank of America***”), in its capacity as administrative agent for the Lenders (asdefined in the Credit Agreement (as defined below)) (in such capacity, the “***Administrative Agent***”),and each of the Lenders signatory hereto.**W I T N E S S E T H:**     **WHEREAS**, the Borrowers, the Administrative Agent and the Lenders have entered into thatcertain Credit Agreement dated as of July 3, 2006 (as hereby amended and as from time to timehereafter further amended, modified, supplemented, restated, or amended and restated, the “***CreditAgreement***”; capitalized terms used in this Agreement not otherwise defined herein shall have therespective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have madeavailable to the Borrowers various credit facilities; and     **WHEREAS**, the Borrowers have advised the Administrative Agent and the Lenders that they desireto amend certain provisions of the Credit Agreement as set forth below and the Administrative Agentand the Lenders signatory hereto are willing to effect such amendment on the terms and conditionscontained in this Agreement;     **NOW, THEREFORE**, in consideration of the premises and further valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:     1. Amendments to Credit Agreement. Subject to the terms and conditions set forthherein, the Credit Agreement is hereby amended as follows:     (a) Section 1.01 is amended by deleting the definition of “ConsolidatedTangible Net Worth” therefrom.     (b) Section 6.12(a) is deleted in its entirety and replaced with the following:          “[Reserved]”     (c) The existing Exhibit C to the Credit Agreement is replaced with theExhibit C attached hereto.     2. Effectiveness; Conditions Precedent. The effectiveness of this Agreement and theamendments to the Credit Agreement herein provided are subject to the satisfaction of the followingconditions precedent:
 

 
     (a) the Administrative Agent shall have received one or more counterparts of thisAgreement, duly executed by each Borrower, the Administrative Agent and the RequiredLenders;     (b) all fees and expenses payable to the Administrative Agent and the Lenders(including the fees and expenses of counsel to the Administrative Agent) estimated to dateshall have been paid in full (without prejudice to final settling of accounts for such feesand expenses).     3. Representations and Warranties. In order to induce the Administrative Agent andthe Lenders to enter into this Agreement, the Borrower represents and warrants to theAdministrative Agent and the Lenders as follows:     (a) The representations and warranties made by each Loan Party in Article V ofthe Credit Agreement and in each of the other Loan Documents to which such Loan Party is aparty are true and correct on and as of the date hereof, except to the extent that suchrepresentations and warranties expressly relate to an earlier date;     (b) Since the date of the most recent financial reports of the Company and itsSubsidiaries delivered pursuant to Section 6.01 of the Credit Agreement, no act,event, condition or circumstance has occurred or arisen which, singly or in the aggregatewith one or more other acts, events, occurrences or conditions (whenever occurring orarising), has had or could reasonably be expected to have a Material Adverse Effect;     (c) This Agreement has been duly authorized, executed and delivered by the Borrowersand constitutes a legal, valid and binding obligation of such parties, except as may belimited by general principles of equity or by the effect of any applicable bankruptcy,insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally;and     (d) After giving effect to this Agreement, no Default or Event of Default has occurredand is continuing.     4. Entire Agreement. This Agreement, together with all the Loan Documents(collectively, the “***Relevant Documents***”), sets forth the entire understanding and agreement of theparties hereto in relation to the subject matter hereof and supersedes any prior negotiations andagreements among the parties relating to such subject matter. No promise, condition,representation or warranty, express or implied, not set forth in the Relevant Documents shall bindany party hereto, and no such party has relied on any such promise, condition, representation orwarranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated inthe Relevant Documents, no representations, warranties or commitments, express or implied, havebeen made by any party to the other in relation to the subject matter hereof or thereof. ThisSection 4, however, is subject to (i) that certain consent and waiver letter dated December11, 2006 from Bank of America, N.A., as Lender, to the Borrower and (ii) that certain consentletter dated November 2, 2007 from Bank of America, N.A., as Lender, to the Borrower. None of theterms or conditions of this Agreement may be changed, modified, waived
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or canceled orally or otherwise, except in writing and in accordance with Section10.01 of the Credit Agreement.     5. Full Force and Effect of Agreement. Except as hereby specifically amended,modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmedand ratified in all respects and shall be and remain in full force and effect according to theirrespective terms, subject to (i) that certain consent and waiver letter dated December 11, 2006from Bank of America, N.A., as Lender, to the Borrower and (ii) that certain consent letter datedNovember 2, 2007 from Bank of America, N.A., as Lender, to the Borrower.     6. Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be deemed an original as against any party whose signature appears thereon, and allof which shall together constitute one and the same instrument.     7. Governing Law. This Agreement shall in all respects be governed by, and construedin accordance with, the laws of the Commonwealth of Virginia applicable to contracts executed andto be performed entirely within such Commonwealth, and shall be further subject to the provisionsof Section 10.13 of the Credit Agreement.     8. Enforceability. Should any one or more of the provisions of this Agreement bedetermined to be illegal or unenforceable as to one or more of the parties hereto, all otherprovisions nevertheless shall remain effective and binding on the parties hereto.     9. References. All references in any of the Loan Documents to the “Credit Agreement”shall mean the Credit Agreement, as amended hereby.     10. Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the Borrowers, the Administrative Agent and each of the Lenders, and their respectivesuccessors, legal representatives, and assignees to the extent such assignees are permittedassignees as provided in Section 10.06 of the Credit Agreement.**[Signature pages follow.]**
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     **IN WITNESS WHEREOF**, the parties hereto have caused this instrument to be made, executed anddelivered by their duly authorized officers as of the day and year first above written.         **BORROWERS:**           **INTERSECTIONS INC.**           By:      Name:             Title:                    **CREDITCOM SERVICES, LLC**           By:      Name:             Title:                    **INTERSECTIONS HEALTH SERVICES, INC.**           By:      Name:             Title:                    **CHARTER MARKETING SERVICES, INC.**           By:      Name:             Title:           Signature Page 1 of 3
 

 
         **ADMINISTRATIVE AGENT:**           **BANK OF AMERICA, N.A.**, as Administrative Agent           By:      Name:             Title:           Signature Page 2 of 3
 

 
         **LENDERS:**           **BANK OF AMERICA, N.A.**           By:      Name:             Title:           Signature Page 3 of 3
 

 
***EXHIBIT C*****FORM OF COMPLIANCE CERTIFICATE**Financial Statement Date:                     ,                     To: Bank of America, N.A., as Administrative AgentLadies and Gentlemen:     Reference is made to that certain Credit Agreement, dated as of July 3, 2006 (as amended,restated, extended, supplemented or otherwise modified in writing from time to time, the“Agreement”; the terms defined therein being used herein as therein defined), amongIntersections Inc., a Delaware corporation (the “Company”), each Subsidiary of the Companyfrom time to time party thereto (collectively with the Company, the “Borrowers”), theLenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/CIssuer.     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                           of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate tothe Administrative Agent on the behalf of the Borrowers, and that:*[Use following paragraph 1 for fiscal****year-end****financial statements]*     1. Attached hereto as Schedule 1 are the year-end audited financial statementsrequired by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as ofthe above date, together with the report and opinion of an independent certified public accountantrequired by such section.*[Use following paragraph 1 for fiscal****quarter-end****financial statements]*     1. Attached hereto as Schedule 1 are the unaudited financial statements required bySection 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of theabove date. Such financial statements fairly present the financial condition, results ofoperations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at suchdate and for such period, subject only to normal year-end audit adjustments and the absence offootnotes.     2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made,or has caused to be made under his/her supervision, a detailed review of the transactions andcondition (financial or otherwise) of the Company and its Subsidiaries during the accounting periodcovered by the attached financial statements.     3. A review of the activities of the Company and its Subsidiaries during such fiscal periodhas been made under the supervision of the undersigned with a view to determining whether duringsuch fiscal period the Loan Parties have performed and observed all its Obligations under the LoanDocuments, andExhibit C