Exhibit 10.21.3**AMENDMENT NO. 2 TO CREDIT AGREEMENT**     This Amendment No. 2 to Credit Agreement (this “***Agreement***”) dated as of January 31, 2008 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 heretofore amended, as hereby amended and asfrom time to time hereafter further amended, modified, supplemented, restated, or amended andrestated, the “***Credit Agreement***”; capitalized terms used in this Agreement not otherwise definedherein shall have the respective meanings given thereto in the Credit Agreement), pursuant to whichthe Lenders have made available to the Borrowers a term loan facility and a revolving creditfacility, including a subfacility for letters of credit; and     **WHEREAS**, pursuant to Section 2.01(a) of the Credit Agreement, the Lenders made a termloan to the Borrowers on the Closing Date in a principal amount of $15,000,000 (the “***Initial TermLoan***”); and     **WHEREAS**, the Company has entered into that certain Membership Purchase Agreement (“***PurchaseAgreement***”) with Citibank (South Dakota), N.A. (the “***Seller***”) dated as of January 31, 2008, wherebythe Company is purchasing certain assets of the Seller related to its credit monitoring product(the “***Purchase Transaction***”; the Purchase Agreement, together with all other instruments, documentsand agreements entered into in connection with the Purchase Transaction are collectively referredto herein as the “***Purchase Transaction Documents***”); and     **WHEREAS**, in order to finance, in part, the Purchase Transaction, the Borrowers have requestedthat the Lenders make an additional term loan advance to the Borrowers on the date hereof in aprincipal amount of $16,611,111.14 pursuant to Section 2.01(a) (as amended hereby) (the"***Additional Term Loan***”); and the Lenders are willing to make the Additional Term Loan on andsubject to the terms and conditions set forth in this Agreement; and     **WHEREAS**, in order the accommodate the Borrowers, the Lenders are willing to amend the CreditAgreement, among the other amendments contained herein, to provide for the Additional Term Loan,and the Lenders are willing to effect such amendments on the terms and conditions contained in thisAgreement;     **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 as follows:(i) Each of the following definitions shall beadded in its appropriate alphabetical order:“Additional Term Loan” shall have the meaning set forth in therecitals to the Second Amendment.“Excess Cash Flow” means, for any fiscal year of the Company and itsSubsidiaries on a consolidated basis, the excess (if any) of (a)Consolidated EBITDA for such fiscal year over (b) the sum (for suchfiscal year) of (i) Consolidated Interest Charges actually paid in cash bythe Borrower and its Subsidiaries, (ii) scheduled principal repayments, tothe extent actually made, of Term Loans pursuant to Section 2.07(b)and other Indebtedness of the Borrower permitted by Section 7.03(e),(iii) all income taxes actually paid in cash by the Company and itsSubsidiaries, and (iv) capital expenditures actually made by the Company andits Subsidiaries in such fiscal year.“Initial Term Loan” shall have the meaning set forth in the recitalsto the Second Amendment.“Second Amendment” means that certain Amendment No. 2 to CreditAgreement dated January 31, 2008 among the Borrowers, the AdministrativeAgent and the Lenders party thereto.“Second Amendment Date” means January 31, 2008.(ii) The definition of “Borrowing” is replaced with the followingdefinition:“Borrowing” means any of (i) the advance of a Term Loan on theClosing Date or Second Amendment Date, as applicable, pursuant toSection 2.01, or (ii) a Revolving Borrowing, as the context mayrequire.(iii) The definition of “Term Loan” is replaced withthe following definition:“Term Loan” means, prior to the Second Amendment Date, the InitialTerm Loan, and on and after the Second Amendment Date, the Initial Term Loanand the Additional Term Loan, collectively.(iv) The definition of “Term Loan Facility” isreplaced with the following definition
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“Term Loan Facility” means the term loan facility described inSection 2.01 providing for advances of the Term Loan to theBorrowers by the Term Loan Lenders.(v) The definition of “Revolving Credit MaturityDate” is replaced with the following definition:“Revolving Credit Maturity Date” means December 31, 2011.(vi) The definition of “Term Loan Maturity Date” isreplaced with the following definition:“Term Loan Maturity Date” means (a) December 31, 2011 or (b) suchearlier date upon which the Outstanding Amounts under the Term LoanFacility, including all accrued and unpaid interest, are paid or required tobe prepaid in full in accordance with the terms hereof.     (b)Sections 1.07(a) and (b) are amended by replacing the reference to“Section 6.12(b) and (c)“in such Sections with a reference to “Sections 6.12(a), (b) and(c).”     (c) Section 2.01 is amended by replacing such Section in its entirety with thefollowing:     “**2.01 Term Loan**. (a) Subject to the terms and conditions of this Agreement,each Term Loan Lender severally agrees to make an advance to the Borrowers of itsApplicable Term Loan Percentage of (i) the Initial Term Loan on the Closing Date and(ii) the Additional Term Loan on the Second Amendment Date. The principal amount ofthe Term Loan outstanding hereunder from time to time shall bear interest and theTerm Loan shall be repayable as herein provided. No amount of the Term Loan repaidor prepaid by the Borrowers may be reborrowed hereunder, and other than the advanceof the Initial Term Loan on the Closing Date or the Additional Term Loan on theSecond Amendment Date, there shall be no other advances under the Term LoanFacility.     (b) Each Term Loan Lender shall, pursuant to the terms and subject to theconditions of this Agreement, make the amounts its Applicable Term Loan Percentageof the Term Loan available by wire transfer to the Administrative Agent not laterthan 1:00 P.M. (i) on the Closing Date, with respect to the Initial Term Loan and(ii) on the Second Amendment Date, with respect to the Additional Term Loan. Suchwire transfers shall be directed to the Administrative Agent at the AdministrativeAgent’s Office and shall be in the form of same day funds in Dollars. The amount soreceived by the Administrative Agent shall, subject to the terms and conditions ofthis Agreement, including the satisfaction of all applicable conditions inSections 4.01 and 4.02 and, with respect to the Additional TermLoan, the conditions precedent set forth in the Second Amendment, be made availableto the Borrowers by delivery of the
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proceeds thereof as shall be directed by a Responsible Officer of the Companyand reasonably acceptable to the Administrative Agent.”     (d) Section 2.05(b) is amended by replacing the cross reference to “Section2.07(b)” in the first clause of the first sentence of subsection (b) thereof with across reference to “Sections 2.05(d) or 2.07(b)”.     (e) Section 2.05 is amended by adding new subsection (d) thereto to read asfollows:     “(d) Other Mandatory Term Loan Prepayments.     (i) Within five (5) Business Days after financial statements have beendelivered pursuant to Section 6.01(a) (beginning with the financialstatements delivered for the fiscal year ended December 31, 2008) and the relatedCompliance Certificate has been delivered pursuant to Section 6.02(b), ifthe Consolidated Leverage Ratio is greater than 1.00 to 1.00, the Borrowers shallprepay an aggregate principal amount of Loans equal to the excess (if any) of (A)25% of Excess Cash Flow for the fiscal year covered by such financial statementsover (B) the aggregate principal amount of Term Loans prepaid pursuant toSection 2.05(b) (such prepayments to be applied as set forth in clause (iii)below).     (ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries ofany of its Equity Interests, the Borrowers shall prepay an aggregate principalamount of Loans equal to 100% of all Net Cash Proceeds received therefromimmediately upon receipt thereof by such Loan Party or such Subsidiary (suchprepayments to be applied as set forth in clause (iii) below).     (iii) Each prepayment of Loans pursuant to the foregoing provisions of thisSection 2.05(d) shall be applied, first to principal installments ofthe Term Loan in inverse order of maturity and second to amounts outstandingunder the Revolving Credit Facility**.”**     (f) Section 2.07(b) is amended by replacing the amortization table containedtherein with the following:     **Date** **Amount**Monthly, beginning on February 29,2008 and continuing on the lastBusiness Day of each month thereafteruntil the Term Loan Maturity Date $583,333.33      Term Loan Maturity Date The remaining Outstanding Amountof the Term Loan
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     (g) Section 6.12(a) is amended by replacing such Section with the following:     “(a) Minimum Consolidated EBITDA. Consolidated EBITDA shall not beless than (i) $6,000,000 for the fiscal quarter of the Borrowers ending December 31,2007, (ii) $6,300,000 for the fiscal quarter of the Borrower ending March 31, 2008,and (iii) $8,000,000 for each of the fiscal quarters of the Borrowers ending June30, 2008 and September 30, 2008.”     (h) Section 6.12(b) is amended by replacing such Section with the following:     “(b) Consolidated Leverage Ratio. Beginning with the Company’s fiscalyear ended December 31, 2008, maintain a Consolidated Leverage Ratio not to exceed2.00 to 1.00. The Consolidated Leverage Ratio will be calculated at the end of eachreporting period, beginning with the Company’s fiscal year ended December 31, 2008,for which this Agreement requires the Company to deliver financial statements, usingthe results of the twelve-month period ending with that reporting period.”     (i) Section 7.07 is amended by replacing such Section with the following:“**7.07 Acquisitions**. Enter into any agreement, contract, binding commitment or otherarrangement providing for any Acquisition, or take any action to solicit the tenderof securities or proxies in respect thereof in order to effect any Acquisition,unless (a) the Person to be (or whose assets are to be) acquired does not opposesuch Acquisition and the line or lines of business of the Person to be acquired aresubstantially the same as one or more line or lines of business conducted byBorrowers and their Subsidiaries, or substantially related or incidental thereto,(b) no Default or Event of Default shall have occurred and be continuing eitherimmediately prior to or immediately after giving effect to such Acquisition andprior to effecting any such transaction, Borrowers shall have furnished to Agent (i)pro forma historical financial statements as of the end of the most recentlycompleted fiscal year of the Company and most recent interim fiscal quarter, ifapplicable, giving effect to such Acquisition and (ii) a Compliance Certificateprepared on a historical pro forma basis as of the most recent date for whichfinancial statements have been furnished pursuant to Section 4.01(a) orSection 6.01(a) or (b) giving effect to such Acquisition, whichcertificate shall demonstrate that no Default or Event of Default would existimmediately after giving effect thereto, (c) the Person acquired shall be awholly-owned Subsidiary, or be merged into a Borrower or any wholly-ownedSubsidiary, immediately upon consummation of the Acquisition (or if assets are beingacquired, the acquirer shall be any Borrower or any wholly-owned Subsidiary), and(d) after giving effect to such Acquisition, the aggregate Costs of Acquisitionincurred during the fiscal year in which such Acquisition is made shall not exceed$25,000,000 (not more than $7,500,000 of which shall be in cash).”     (j) The existing Exhibit B-1 to the Credit Agreement is replaced with theExhibit B-1 attached hereto.
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     (k) The existing Exhibit C to the Credit Agreement is replaced with theExhibit C attached hereto.     2. Effectiveness; Conditions Precedent. This Agreement and the amendments to theCredit Agreement herein provided shall become effective as of January 31, 2008 upon satisfaction ofthe following conditions precedent:     (a) the Administrative Agent shall have received each of the following documents orinstruments in form and substance reasonably acceptable to the Administrative Agent:(i) counterparts of this Agreement, duly executed by the Borrowers, theAdministrative Agent and the Lenders, together with all schedules and exhibitsthereto duly completed;(ii) a Term Loan Note executed by each Borrower in favor of each Term Loan Lender;(iii) a Revolving Loan Note executed by Captira and NEI in favor of each RevolvingLender;(iv) a Designated Co-Borrower Request and Assumption Agreement duly executed byCaptira Analytical, LLC, a Delaware limited liability company and a wholly-ownedSubsidiary of the Company (“***Captira***”), and the Company;(v) a Designated Co-Borrower Request and Assumption Agreement duly executed by NetEnforcer’s, Inc., a Florida corporation and wholly-owned Subsidiary of the Company(“***NEI***”), and the Company;(vi) a Security Joinder Agreement (as defined in the Security Agreement) executed byCaptira as required by the terms thereof and of the Credit Agreement;(vii) a Security Joinder Agreement (as defined in the Security Agreement) executedby NEI as required by the terms thereof and of the Credit Agreement;(viii) a Pledge Agreement Supplement (as defined in the Pledge Agreement) withrespect to the Company’s ownership interests in Captira and NEI, together with allstock certificates and accompanying stock powers duly executed in blank with respectto such ownership interest in NEI;(ix) such certificates of resolutions or other action, incumbency certificatesand/or other certificates of a Responsible Officer of each Loan Party as theAdministrative Agent may require evidencing the identity, authority and capacity ofeach Responsible Officer thereof authorized to act as a Responsible Officer inconnection with this Agreement and the other Loan Documents to which such Loan Partyis a party;
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(x) such documents and certifications as the Administrative Agent may reasonablyrequire to evidence that each Loan Party is duly organized or formed, and that eachLoan Party is validly existing, in good standing and qualified to engage in businessin each jurisdiction where its ownership, lease or operation of properties or theconduct of its business requires such qualification, except to the extent thatfailure to do so could not reasonably be expected to have a Material Adverse Effect;(xi) favorable opinions of counsel to the Loan Parties acceptable to theAdministrative Agent addressed to the Administrative Agent and each Lender, as tothe matters set forth concerning the Loan Parties and the Loan Documents in form andsubstance satisfactory to the Administrative Agent;(xii) evidence that the Administrative Agent, for the benefit of the Lenders, holdsa perfected, first priority Lien in the Collateral (subject to no other Liens exceptPermitted Liens);(xiii) certificate of a Responsible Officer of the Company certifying that (a)contemporaneously with and immediately upon the effectiveness of this Agreement, thePurchase Transaction has been consummated in accordance with the PurchaseTransaction Documents without amendment or waiver of any of the material terms orconditions thereof except as shall have been disclosed to and approved by theAdministrative Agent and (b) attached to such certificate are duly executed copiesof the Transaction Documents;(xiv) such other documents, instruments, opinions, certifications, undertakings,further assurances and other matters as the such other assurances, certificates,documents, consents or opinions as the Administrative Agent, the L/C Issuer, or theRequired Lenders reasonably may require;     (b) the Borrowers shall deliver to the Administrative Agent evidence that all insurancerequired to be maintained pursuant to the Loan Documents has been obtained and is in effect;and     (c) 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. Effectiveness; Conditions Subsequent. The continued effectiveness of this Agreementand the amendments herein provided shall be subject to the satisfaction of the following conditionssubsequent within 30 days of the date hereof:     (a) the Administrative Agent shall have received from Captira and NEI fully completedschedules to their respective Security Joinder Agreement referred to in Section2(a)(vi) and (vii) hereof, respectively, in each case in form and substancesatisfactory to the Administrative Agent; and
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     (b) the Loan Parties shall deliver all Perfection Documents (as defined in the SecurityAgreement), take all Perfection Action (as defined in the Security Agreement), and do orcause to be done all things required by the Pledge Agreement with respect to PledgedInterests, in each case as the Administrative Agent shall request (in accordance with theterms of the Loan Documents).     For the avoidance of doubt, any failure by the Company or its Subsidiaries to satisfy anycondition subsequent set forth in this Section 3, and such failure has not otherwise beenwaived or consented to by the Administrative Agent (including an extension of time for satisfactionof any such conditions subsequent), shall constitute an Event of Default.     4. 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) The Persons constituting Borrowers after giving effect to the effectiveness hereof(and assuming satisfaction of the conditions subsequent set forth in Section 3 ofthis Agreement) are all Persons required to be Designated Co-Borrowers under Section6.13 of the Credit Agreement.     (d) 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     (e) After giving effect to this Agreement, no Default or Event of Default has occurredand is continuing.     5. Entire Agreement. This Agreement, together with all the Loan Documents, thatcertain consent and waiver letter dated August 25,2006 from Bank of America, N.A., asLender, to the Company, and that certain consent letter dated November 2, 2007 from Bank ofAmerica, N.A., as Lender, to the Company (collectively, the “***Relevant Documents***”), sets forth theentire understanding and agreement of the parties hereto in relation to the subject matter hereofand supersedes any prior negotiations and agreements among the parties relating to such subjectmatter. No promise, condition, representation or warranty, express or implied, not set forth inthe Relevant Documents shall bind any party hereto, and no such party has relied on any such
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promise, condition, representation or warranty. Each of the parties hereto acknowledges that,except as otherwise expressly stated in the Relevant Documents, no representations, warranties orcommitments, express or implied, have been made by any party to the other in relation to thesubject matter hereof or thereof. None of the terms or conditions of this Agreement may bechanged, modified, waived or canceled orally or otherwise, except in writing and in accordance withSection 10.01 of the Credit Agreement.     6. 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, as modified by (i) that certain consent and waiver letter dated August 25,2006 from Bank of America, N.A., as Lender, to the Company and (ii) that certain consentletter dated November 2, 2007 from Bank of America, N.A., as Lender, to the Company.     7. 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.     8. 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.     9. 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.     10. References. All references in any of the Loan Documents to the “Credit Agreement”shall mean the Credit Agreement, as amended hereby.     11. 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:              **CREDITCOMM SERVICES LLC**       By:         Name:         Title:              **INTERSECTIONS HEALTH SERVICES, INC.**       By:         Name:         Title:              **INTERSECTIONS INSURANCE SERVICES INC.**       By:         Name:         Title:              **CAPTIRA ANALYTICAL, LLC**       By:         Name:         Title:       AMENDMENT NO. 2 TO CREDIT AGREEMENT