8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) July 16, 2008

United Online, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware	000-33367	77-0575839
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

21301 Burbank Boulevard

Woodland Hills, California 91367

(Address of Principal Executive Offices) (Zip Code)

(818) 287-3000
(Registrant’s telephone number, including area code)

N/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry Into a Material Definitive Agreement.

On July 16, 2008, United Online, Inc., a Delaware corporation (“UOL”), UNOLA Corp., a Delaware corporation and indirect wholly owned subsidiary of UOL (“Merger Sub”), and FTD Group, Inc., a Delaware corporation (“FTD”), entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), to amend the Agreement and Plan of Merger, dated as of April 30, 2008 (as amended, the “Merger Agreement”), by and among UOL, Merger Sub and FTD pursuant to which Merger Sub will merge with and into FTD (the “Merger”), and FTD will survive the Merger as an indirect wholly owned subsidiary of UOL.

The Amendment was entered into in connection with UOL’s receipt of a commitment letter, dated July 2, 2008 (the “SVB Commitment Letter”), from Silicon Valley Bank (“SVB”).  Pursuant to, and subject to the conditions set forth in, the SVB Commitment Letter, SVB has committed to provide a $60 million senior secured term loan facility (the “UOL Term Loan Facility”) to UOL, which UOL intends to use to fund a portion of the cash merger consideration payable to FTD stockholders in the Merger (the “Cash Consideration”).

In connection with entering into the SVB Commitment Letter, UOL elected to exercise its right under the terms of the Merger Agreement related to UOL obtaining additional financing to increase the Cash Consideration by $2.81 per share of common stock of FTD, par value $0.01 per share (the “FTD Stock”), in full substitution of the $3.31 principal amount of UOL 13% senior secured notes due 2013 (the “UOL Notes”).  As a result, at the effective time of the Merger (the “Effective Time”), subject to the following paragraph, each issued and outstanding share of FTD Stock will be automatically converted into the right to receive a total of $10.15 in Cash Consideration, without interest, and 0.4087 of a share of common stock of UOL, par value $0.0001 per share (“UOL Common Stock”, and together with the Cash Consideration, the “Merger Consideration”), for a total value of $14.38 per share of FTD Stock, based on UOL’s closing stock price of $10.35 on July 16, 2008.  The Board of Directors of FTD has approved the financing contemplated by the SVB Commitment Letter pursuant to the Merger Agreement.

The Amendment provides that in the event that the borrowings under the UOL Term Loan Facility become unavailable to UOL for any reason, UOL is required to adjust the Merger Consideration so that at the Effective Time, each issued and outstanding share of FTD Stock will be automatically converted into the right to receive $7.34 in Cash Consideration, without interest, 0.4087 of a share of UOL Common Stock and $3.31 principal amount of UOL Notes.  In the event that UOL is required to so adjust the Merger Consideration, the Amendment provides that UOL and FTD must use their reasonable best efforts to take all actions necessary to enable UOL to issue the UOL Notes in substitution of the UOL Term Loan Facility and to announce the adjustment in the Merger Consideration by press release on or before the fifth business day prior to the scheduled date of the special meeting of the FTD stockholders to consider the Merger (the “FTD Special Meeting”).  If the UOL Term Loan Facility becomes unavailable to UOL for any reason on or after such fifth business day, UOL and FTD have agreed in the Amendment to postpone or adjourn the FTD Special Meeting until a date that permits UOL and FTD to make such announcement on or before the fifth business day prior to the scheduled date of the FTD Special Meeting.

Pursuant to the Amendment, if UOL enters into the UOL Term Loan Facility, UOL is required to use reasonable best efforts to borrow the full principal amount (net of fees and expenses payable to SVB at the time of such borrowing) of the UOL Term Loan Facility no later than the eighth business day prior to the scheduled date of the FTD Special Meeting, unless borrowings under the UOL Term Loan Facility are unavailable to UOL for any reason (other than due to the failure of UOL or Merger Sub to comply with their respective obligations under the Merger Agreement).

The Amendment also amends the closing condition related to the additional financing to provide

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that unless the borrowings under the UOL Term Loan Facility become unavailable to UOL for any reason (in which case UOL is required to comply with the terms of the Merger Agreement related to the issuance of the UOL Notes), the consummation of the Merger is subject to the receipt by UOL of the proceeds of the UOL Term Loan Facility and the availability of such proceeds to UOL to be used to pay the Cash Consideration at the closing of the Merger.

The term loans under the UOL Term Loan Facility will bear interest at either LIBOR plus 3.5% per annum (with a LIBOR floor of 3.0%) or a base rate plus 2% per annum.  The UOL Term Loan Facility will be secured by substantially all of UOL’s existing assets.

SVB’s commitment is subject to the satisfaction of certain conditions, including, among other things, the execution of satisfactory documentation, its receipt of certain financial statements and other financial information of UOL, the absence of a material adverse effect at UOL, and the achievement by UOL of at least $100 million of adjusted operating income before depreciation and amortization, calculated in a manner consistent with UOL’s prior practices, for the most recently completed trailing four quarter period ended prior to the Merger closing date for which financial statements are available.  SVB’s commitment to provide the UOL Term Loan Facility will terminate on the close of business on October 30, 2008.

                The foregoing descriptions of the Amendment and SVB Commitment Letter, which are attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, are qualified in their entirety by reference to the text thereof and are incorporated herein by reference.

                On July 17, 2008, UOL issued a press release announcing the execution of the Amendment and the receipt of the commitment from SVB, a copy of which press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.	Description of Exhibits
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated July 16, 2008, by and among United Online, Inc., UNOLA Corp. and FTD Group, Inc.
10.1	Commitment Letter, dated July 2, 2008, from Silicon Valley Bank to United Online, Inc.
99.1	Press release of United Online, Inc., dated July 17, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 17, 2008

UNITED ONLINE, INC.
By:	/s/ Scott H. Ray
	Scott H. Ray
	Executive Vice President and
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibits
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated July 16, 2008, by and among United Online, Inc., UNOLA Corp. and FTD Group, Inc.
10.1	Commitment Letter, dated July 2, 2008, from Silicon Valley Bank to United Online, Inc.
99.1	Press release of United Online, Inc., dated July 17, 2008.

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of July 16, 2008, by and among United Online, Inc., a Delaware corporation (“Purchaser”), UNOLA Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Purchaser (“Merger Sub”), and FTD Group, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, Purchaser, Merger Sub and the Company are parties to an Agreement and Plan of Merger, dated as of April 30, 2008 (the “Merger Agreement”; capitalized terms used but not defined herein have the respective meanings set forth in the Merger Agreement);

WHEREAS, pursuant to Section 4.2(b)(i) of the Merger Agreement, Purchaser has submitted a Substitution Notice dated July 16, 2008, to the Company (the “SVB Substitution Notice”);

WHEREAS, Purchaser has entered into a commitment letter, dated July 2, 2008, with Silicon Valley Bank,, and related side letter, dated July 3, 2008, and fee letter, dated July 2, 2008, with Silicon Valley Bank, pursuant to which, and on the terms and subject to the conditions of which, Silicon Valley Bank has agreed to provide an aggregate of $60.0 million of financing to Purchaser;

WHEREAS, pursuant to Section 10.3 of the Merger Agreement, Purchaser, Merger Sub and the Company desire to amend the Merger Agreement as provided in this Amendment;

WHEREAS, the respective boards of directors of Merger Sub and the Company each have approved and declared advisable, and the board of directors of Purchaser has approved, this Amendment on the terms and subject to the conditions set forth herein;

WHEREAS, the board of directors of the Company has unanimously determined that this Amendment is fair to and in the best interests of the Company and the holders of the outstanding shares of Company Common Stock; and

WHEREAS, Green Equity Investors IV, L.P. has approved this Amendment in accordance with Section 15 of the Voting and Support Agreement.

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained in this Amendment and the Merger Agreement, Purchaser, Merger Sub and the Company agree as follows:

1.The penultimate and ultimate sentences of Section 4.2(b)(i) of the Merger Agreement are hereby amended and restated in their entirety as follows:

The SVB Financing Letters shall be deemed “Additional Financing Letters” and the financing contemplated by the SVB Financing Letters (as defined below) (the “SVB Financing”) shall be deemed “Additional Financing” and “Approved Additional Financing” in accordance with this Section 4.2(b)(i). The SVB Substitution Notice and the corresponding increase in the Cash Merger Consideration in full substitution of the Notes Merger Consideration as set forth in the first sentence of this Section 4.2(b)(i) shall remain in effect unless the SVB Funds (as defined herein) are unavailable to Purchaser for any reason (an “SVB Termination”) on or before the eighth business day prior to the scheduled date of the

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Stockholder Meeting. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, (i) following the occurrence of an SVB Termination at any time (including without limitation on the eighth business day prior to the scheduled date of the Stockholder Meeting), all references herein to “Merger Consideration” shall be deemed to be (x) $7.34 in cash, without interest, (y) the Stock Merger Consideration and (z) the Notes Merger Consideration as if an SVB Substitution Notice had never been delivered, and (ii) in no event shall Purchaser be permitted to deliver any Substitution Notice to the Company other than the SVB Substitution Notice; and

2.Section 4.2(b)(ii) of the Merger Agreement is hereby deleted in its entirety.

3.Section 6.11 of the Merger Agreement is hereby amended and restated in its entirety as follows:

Financing.  Purchaser or Merger Sub has delivered to the Company (i) true, correct and complete signed counterpart(s) of the commitment letter of Wells Fargo Bank, National Association, dated as of April 30, 2008, and (ii) true, correct and complete (subject to fee amounts being redacted) signed counterparts of the related fee letter of Wells Fargo Bank, National Association., dated as of April 30, 2008, pursuant to which Wells Fargo Bank, National Association. has agreed, subject to the terms and conditions set forth therein, to provide an aggregate of $375.0 million of financing in connection with the transactions contemplated hereby and an additional $50.0 million of revolving credit ((i) and (ii) collectively, the “Financing Letters”), and (iii) (x) true, correct and complete signed counterpart(s) of the commitment letter of Silicon Valley Bank, dated as of July 2, 2008, (y) true, correct and complete (subject to fee amounts being redacted) signed counterparts of the related fee letter (the “SVB Fee Letter”) of Silicon Valley Bank, dated as of July 2, 2008, and (z) true, correct and complete signed counterpart(s) of the related side letter (the “SVB Side Letter”) of Silicon Valley Bank, dated as of July 3, 2008, pursuant to which Silicon Valley Bank has agreed, subject to the terms and conditions set forth therein, to provide an aggregate of $60.0 million of financing to Purchaser ((x), (y) and (z) collectively, the “SVB Financing Letters”). The Financing Letters and the SVB Financing Letters are in full force and effect as of July 16, 2008. The Financing Letters and the SVB Financing Letters are subject to no contingencies or conditions other than those set forth in the copies of the Financing Letters and the SVB Financing Letters delivered to the Company. Purchaser and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Letters and the SVB Financing Letters to be paid by them on or prior to their respective dates. As of July 16, 2008, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Purchaser or Merger Sub under the Financing Letters or the SVB Financing Letters. As of July 16, 2008, subject to the satisfaction of the conditions set forth in Sections 8.1 and 8.3 (excluding Section 8.3(c)), neither Purchaser nor Merger Sub believes or has reason to believe that any of the conditions to the financing set forth in the Financing Letters or the SVB Financing Letters required to be satisfied by Purchaser or Merger Sub will not be satisfied or that any portion of the financing to be made under the Financing Letters will not otherwise be made available to Purchaser or Merger Sub on the Closing Date or that any portion of the financing to be made under the SVB Financing Letters will not otherwise be made available to Purchaser or Merger Sub on or before the eighth business day prior to the scheduled date of the Stockholder Meeting. Assuming the accuracy of the representations and warranties set forth in Section 5.4 and compliance by the Company and its Subsidiaries with their agreements set forth in Sections 7.1(a) and 7.1(b), and the satisfaction of the closing condition set forth in Section 8.3(d), the aggregate sources of funding identified in the Financing Letters and the SVB Financing Letters as necessary to consummate the transactions contemplated by this

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Agreement, in the respective amounts referred to in the Financing Letters (including any direct or indirect equity contribution of Purchaser referred to therein) and the SVB Financing Letters, together with Purchaser’s cash on hand to be used to fund the Cash Merger Consideration, would be sufficient to enable Merger Sub and the Company to pay the full Cash Merger Consideration, to make all other necessary cash payments by them in connection with the Merger upon the terms contemplated by this Agreement (including the payments required under Section 7.12 with respect to the Defeasance and/or Debt Tender Offer) and to pay all of the related fees and expenses, in each case as contemplated by the Financing Letters and the SVB Financing Letters. The financing referred to in the Financing Letters is herein referred to as the “Financing.”

4.Section 7.1(d)(xi) of the Merger Agreement is hereby amended by inserting “(i) the SVB Financing and (ii)” immediately following “the incurrence of” in the first line thereof.

5.Section 7.5(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:

(b)Each of Purchaser and Merger Sub shall, and shall cause each of its Representatives and affiliates to, use its reasonable best efforts to close concurrently with or (in the case of the SVB Financing as set forth herein) prior to the Closing, debt financing on terms and conditions described in the Financing Letters, the SVB Financing Letters and/or, if applicable, any Alternative Financing Letters, including using reasonable best efforts to (i) maintain in effect the Financing Letters, the SVB Financing Letters and/or, if applicable, any Alternative Financing Letters and negotiate and enter into definitive agreements contemplated by the Financing Letters and/or, if applicable, any Alternative Financing Letters on terms and conditions contained therein (as such terms may be altered in accordance with any “flex” provisions in the related fee letters (the “Flex”)), (ii) negotiate and enter into the Definitive Senior Documentation (as defined in the SVB Financing Letters) (together with the definitive agreements contemplated by the Financing Letters and/or, if applicable any Alternative Financing Letters, the “Definitive Financing Agreements”), on terms and conditions contained in the SVB Financing Letters, (iii) comply on a timely basis with obligations under the Financing Letters, the SVB Financing Letters and/or, if applicable, any Alternative Financing Letters to assist the arrangers of the financing contemplated thereby in accordance with the terms set forth and contemplated therein (including seeking rating agency ratings to the extent required), (iv) satisfy on a timely basis all conditions and other requirements to the consummation of the Financing, the SVB Financing and/or, if applicable, any Alternative Financing applicable to Purchaser and Merger Sub in the Financing Letters, the SVB Financing Letters, the Alternative Financing Letters (if applicable) and the Definitive Financing Agreements that are within their respective control; provided, however, that for the avoidance of doubt, in no event shall financial tests applicable to Purchaser or the Company, as the case may be, under the Financing Letters, the SVB Financing Letters and/or, if applicable, any Alternative Financing Letters be deemed to be within the control of such party, (v) cause the lenders and other Persons providing the Financing, the SVB Financing and/or, if applicable, any Alternative Financing to provide such financing in accordance with the terms of the Definitive Financing Agreements if all conditions to the Definitive Financing Agreements have been satisfied or upon funding and consummation of this Agreement will be satisfied and (vi) use the SVB Funds and Purchaser’s cash on hand to fund the increase in the Cash Merger Consideration in full substitution of the Notes Merger Consideration, as contemplated by Section 4.2(b)(i), unless an SVB Termination has occurred; provided, however, that in no event shall Purchaser or any of its affiliates be required to make an equity contribution (including cash and/or common equity or other equity securities of Purchaser or any of its Subsidiaries) to Merger Sub or any other direct or indirect Subsidiary of Purchaser

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in excess of (i) $230.0 million, excluding the SVB Funds, which shall be used to fund a portion of the Cash Merger Consideration (if an SVB Termination shall not have occurred) or (ii) $203.0 million (if an SVB Termination shall have occurred) (less, in each case, related fees and expenses, including, without limitation, fees and expenses of the nature set forth in Section 7.5(b) of the Purchaser Disclosure Letter). Notwithstanding anything to the contrary contained herein, if Purchaser enters into the Definitive Senior Documentation, Purchaser shall (i) use reasonable best efforts to borrow the full principal amount (net of fees and expenses payable to Silicon Valley Bank at the time of such borrowing pursuant to the terms of the SVB Fee Letter) of the Senior Term Loan (as such term is defined in the SVB Financing Letters) (the “SVB Funds”) no later than the eighth business day prior to the scheduled date of the Stockholder Meeting, unless an SVB Termination shall have occurred (other than due to the failure of Purchaser or Merger Sub to comply with their respective obligations under this Agreement) and (ii) if Purchaser shall have borrowed the SVB Funds, deliver to SVB the written request contemplated by Section 2 of the SVB Side Letter on the eighth business day prior to the scheduled date of the Stockholder Meeting, if permitted to deliver such request pursuant to the terms of the SVB Side Letter. Purchaser shall, upon the written request of the Company, inform the Board on a reasonably current basis and in reasonable detail of the status of its efforts to comply with the terms of, and satisfy the conditions contemplated by, the Financing Letters and the SVB Financing Letters, and/or, if applicable, any Alternative Financing Letters in accordance with this Section 7.5(b) and shall not, and shall not permit Merger Sub to, amend or modify the terms of the Financing Letters (including all exhibits, annexes, schedules, fee letters and other ancillary documents) or the SVB Financing Letters to increase the conditionality of the Financing Letters or the SVB Financing Letters in a manner that would adversely impact the ability of Purchaser to consummate the transactions provided for herein or the likelihood of the consummation of the Merger without obtaining the prior written consent of the Company. Purchaser shall give the Board prompt written notice of any material breach by any party to the Financing Letters or the SVB Financing Letters, any termination of any of the Financing Letters or the SVB Financing Letters or any other circumstance, event or condition (other than in respect of the Company and its affiliates) that would reasonably be likely to prevent, delay or impede the consummation of the financing contemplated by the Financing Letters or the SVB Financing Letters. In the event that all or any portion of the financing contemplated by the Financing Letters becomes unavailable on the terms and conditions set forth in the Financing Letters (as such terms may be altered in accordance with the Flex), Purchaser shall notify the Company and use reasonable best efforts to arrange as promptly as practicable following the occurrence of such event and after giving the Company prior written notice, alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms that (as determined in the reasonable judgment of Purchaser and Merger Sub) are no less favorable to Purchaser and Merger Sub (including with respect to conditionality, required equity contributions (including cash and/or common equity or any other equity securities of Purchaser or any of its Subsidiaries), pricing and required guarantees by Purchaser and its Subsidiaries) than the terms set forth in the Financing Letters and would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (the “Alternative Financing”). Purchaser shall deliver to the Company true and complete copies of all agreements pursuant to which it has received commitments for the Alternative Financing (the “Alternative Financing Letters”), after which the covenants provided with respect to the Financing Letters in this Section 7.5(b) shall be applicable with respect to the Alternative Financing Letters. Purchaser and the Company shall promptly prepare and file an amendment to the Proxy/Prospectus and the Registration Statement to provide that: the Merger Consideration will be $10.15 in cash, without interest, and 0.4087 shares of Purchaser Common Stock, unless an SVB Termination

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has occurred, in which case, the Merger Consideration will be (x) $7.34 in cash, without interest, (y) 0.4087 shares of Purchaser Common Stock and (z) $3.31 principal amount of the Purchaser Notes. If an SVB Termination shall have occurred, Purchaser shall immediately notify the Company in writing and the parties hereto shall use their reasonable best efforts to take all actions necessary to enable Purchaser to issue the Purchaser Notes in substitution for the SVB Financing, including preparing and filing any required amendments to the Proxy/Prospectus and the Registration Statement, mailing or making available to the stockholders of the Company any required amendments to the Proxy/Prospectus and changing the date of the Stockholder Meeting as advisable or required, in each case to the extent that the parties reasonably believe that the transactions contemplated by this Agreement can be consummated by the End Date. Without limiting the foregoing, if an SVB Termination occurs, Purchaser and the Company shall use their reasonable best efforts to announce the adjustment of the Merger Consideration to (x) $7.34 in cash, without interest, (y) 0.4087 shares of Purchaser Common Stock and (z) $3.31 principal amount of the Purchaser Notes by press release on or before the fifth business day prior to the scheduled date of the Stockholder Meeting; provided, however, that if an SVB Termination occurs on or after the fifth business day prior to the scheduled date of the Stockholder Meeting, Purchaser and the Company agree to postpone or adjourn the Stockholder Meeting until a date that permits Purchaser and the Company to make such announcement on or before the fifth business day prior to the scheduled date of the Stockholder Meeting. Notwithstanding anything in this Agreement to the contrary, in the event an SVB Termination shall have occurred and the Closing does not occur by the End Date, neither Purchaser nor Merger Sub, nor any of their respective Subsidiaries, officers or directors, shall have any liability or obligation hereunder as a result of the occurrence of such SVB Termination, provided that each of Purchaser and Merger Sub has complied with its obligations under this Section 7.5(b).

6.Section 8.1(c) of the Merger Agreement is hereby amended by adding the phrase “, in the event that an SVB Termination has occurred,” immediately prior to the phrase “the Notes Merger Consideration.”

7.Section 8.2(a) of the Merger Agreement is hereby amended by adding the phrase “, in the event that an SVB Termination has occurred,” immediately following “provided that” in the proviso thereof.

8.Section 8.3(c) of the Merger Agreement is hereby amended and restated in its entirety as follows:

Purchaser (i) shall have received the proceeds of the Financing (or if such Financing shall not have been consummated, Purchaser shall have received the proceeds of the Alternative Financing) (or would have received such proceeds assuming the issuance of the Purchaser Notes or Purchaser’s receipt of the proceeds from the Additional Financing, if applicable), and (ii) unless an SVB Termination shall have occurred (in which case the last three sentences of Section 7.5(b) shall apply), shall have received the proceeds of the Approved Additional Financing and such proceeds shall be available to Purchaser to be used to pay the Cash Merger Consideration at the Closing;

9.Purchaser and Merger Sub hereby represent and warrant to the Company as follows:

Each of Purchaser and Merger Sub has the requisite corporate power and authority to execute and deliver this Amendment and to consummate the transactions contemplated hereby. The execution and delivery of this Amendment by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the respective boards of directors of Purchaser and Merger Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate

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proceedings on the part of Purchaser or Merger Sub or approvals from any holders of equity securities of Purchaser or any of its Subsidiaries are necessary to authorize this Amendment or to consummate the transactions contemplated hereby. This Amendment has been duly and validly executed and delivered by Purchaser and Merger Sub and (assuming this Amendment constitutes a valid and binding obligation of the Company) constitutes the valid and binding obligation of each of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity.

10.The Company hereby represents and warrants to Purchaser and Merger Sub as follows:

The Company has the requisite corporate power and authority to execute and deliver this Amendment and, subject to the Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Amendment and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board, and no other corporate proceedings on the part of the Company or approvals from any holders of equity securities of the Company or any of its Subsidiaries are necessary to authorize this Amendment or to consummate the transactions contemplated hereby (other than the Stockholder Approval). This Amendment has been duly and validly executed and delivered by the Company and (assuming this Amendment constitutes a valid and binding obligation of Purchaser and Merger Sub) constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity.

11.Except as otherwise provided herein, all of the terms, covenants and other provisions of the Merger Agreement shall continue to be in full force and effect in accordance with their respective terms. After the date hereof, all references to the Merger Agreement (whether in the Merger Agreement or this Amendment) shall refer to the Merger Agreement as amended by this Amendment.

12.This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto. This Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

13.This Amendment, the Merger Agreement, the Confidentiality Agreement, the Voting and Support Agreement, the Company Disclosure Letter, the Purchaser Disclosure Letter, the Exhibits to the Merger Agreement, the Ancillary Documents and any other documents delivered by the parties in connection herewith and therewith constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings among the parties with respect hereto and thereto.

14.This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to the rules of conflict of laws.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties have executed this Amendment and caused the same to be duly delivered on their behalf on the day and year first written above.

UNITED ONLINE, INC.
By:	/s/ MARK R. GOLDSTON
	Name:	Mark R. Goldston
	Title:	Chairman, President and Chief Executive Officer
UNOLA CORP.
By:	/s/ MARK R. GOLDSTON
	Name:	Mark R. Goldston
	Title:	Chairman, President and Chief Executive Officer
FTD GROUP, INC.
By:	/s/ BECKY A. SHEEHAN
	Name:	Becky A. Sheehan
	Title:	Chief Financial Officer

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EX-10.1

Exhibit 10.1

CONFIDENTIAL

July 2, 2008

United Online, Inc.

21301 Burbank Boulevard

Woodland Hills, California  91367

Attention: Mark Goldston

Re:          $60,000,000 Term Loan

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	Very truly yours,
	SILICON VALLEY BANK, A
	CALIFORNIA BANKING
	CORPORATION
	By:	/s/ Mark Turk
	Title:	Senior Relationship Manager
Commitment Letter

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AGREED AND ACCEPTED as of

the date first written above:

UNITED ONLINE, INC.
By:	/s/ Mark R. Goldston
Name:	Mark R. Goldston
Title:	Chairman, President and
	Chief Executive Officer
Commitment Letter

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ANNEX A

United Online, Inc.

$60,000,000 Senior Secured Term Loan

Summary of Terms and Conditions

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

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

Borrower:	United Online, Inc. (“Borrower”)
Guarantors:	All existing and future subsidiaries of the Borrower (the “Guarantors” and, together with the Borrower, the “Credit Parties”); provided, however, that Intermediate Co., Target, their subsidiaries, non-U.S. subsidiaries and, following a Classmates IPO, CMC and its subsidiaries shall not be required to deliver guaranties and shall not be Guarantors.
Administrative Agent:	Silicon Valley Bank, a California banking corporation (“SVB or “Administrative Agent”).
Lenders:	A syndicate of financial institutions and institutional lenders (including SVB) acceptable to SVB after consultation with the Borrower.
Closing Date:	The date the initial loans are made under the Senior Term Loan (the “Closing Date”) and not later than October 30, 2008.
Type and Amount:	The Term Loan Facility shall consist of a Senior Term Loan.
	Term Loan Facility. The Term Loan Facility will be made available in a single borrowing on the Closing Date. Once repaid, the term loans made under the Term Loan Facility may not be reborrowed. Such term loans will have a final maturity date of four years after the Closing Date and be in an original principal amount of $60,000,000. The Term Loan Facility shall be repaid in equal quarterly installments of $3,750,000 beginning December 31, 2008. Any outstanding amounts shall

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	be paid on the maturity date.
Purpose:	The Senior Term Loan can be used for working capital requirements, to fund the acquisition of the Target and for other corporate purposes of the Credit Parties (including investments and acquisitions).
Security:	The Senior Term Loan will be secured by first priority perfected liens on substantially all existing and after-acquired personal property (tangible and intangible) of the Borrower and the Guarantors, including without limitation all accounts receivable, inventory, equipment, intellectual property, other personal property, and owned real property, and a pledge of the capital stock of the subsidiaries owned by the Borrower and the Guarantors (other than the capital stock of Intermediate Co., Target and their respective subsidiaries), subject in each case to such exceptions as may be agreed upon (the “Collateral”); provided, however, that no more than 66.0% of the equity interests of first-tier non-U.S. subsidiaries will be required to be pledged as security.
	Notwithstanding the foregoing, the following assets will be excluded from the Collateral securing the Senior Term Loan: (i) leasehold interests in real property, (ii) those assets over which the granting of a security interest in such assets would be prohibited by contract or applicable law, (iii) other exceptions to be mutually agreed upon or which are usual for facilities of this type and (iv) fee interests in real property valued at less than $5,000,000.
	The Collateral shall ratably secure the Term Loan Facility.
	Negative pledge on all assets of the Credit Parties, subject to customary permitted liens to be agreed upon.
Interest Rates:	All amounts outstanding under the Senior Term Loan shall bear interest, at the Borrower’s option, at the Base Rate plus 2.00% or at the reserve adjusted LIBOR Rate plus 3.50%; provided however, in no event shall the LIBOR Rate be less than 3.00%.
Interest Payments:	Monthly for Base Rate Loans; on the last day of selected interest periods (which shall be one, two, three and six months) for LIBOR Loans (and at the end of every three months, in the case of interest periods of longer than three months); and upon

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	prepayment, in each case payable in arrears and computed on the basis of a 360-day year; provided that interest on Base Rate Loans shall be computed on the basis of a 365/366 day year for actual days elapsed.
Voluntary Prepayments and Commitment Reductions:	The Senior Term Loan may be prepaid in whole or in part without premium or penalty (LIBOR Loans prepayable only on the last days of related interests periods or upon payment of any breakage costs actually incurred) and the Lenders’ commitments relative thereto reduced or terminated upon such notice and in such amounts as may be agreed upon. Voluntary prepayments of the Term Loan Facility shall be applied in the inverse order of maturity.
Mandatory Prepayments and Commitment Reductions:	Subject to certain exceptions customary and appropriate for financings of this type (including reinvestment rights) to be agreed upon, the Senior Term Loan will be prepaid by an amount equal to: (i) the greater of (x) $30 million and (y) 50% of the net cash proceeds received by the Borrower promptly following the consummation of the Classmates IPO; and (ii) 50.0% of Excess Cash Flow (as defined below) for each fiscal quarter, commencing with the quarter ending March 31, 2009 (and to be paid 45 days after quarter-end (or 90 days in the case of the fourth quarter of any fiscal year); provided that the required amount of such Excess Cash Flow prepayment will be reduced on a dollar for dollar basis by the amount of any voluntary prepayments of the Senior Term Loan made prior to the end of the fiscal quarter for which any excess cash flow prepayment is payable. Excess Cash Flow means adjusted Consolidated EBITDA (to be negotiated and with customary addbacks for similarly situated companies) (“Consolidated EBITDA”) less cash interest, scheduled amortization of the Term Loan Facility, cash taxes, capital expenditures to the extent paid in cash, permitted investments (to be negotiated), cash dividends of up to $0.10 per share per quarter (to the extent permitted by the Definitive Senior Financing Documents) and tax payments in connection with the vesting of restricted stock units and stock grants (to the extent permitted by the Definitive Senior Financing Documents). All mandatory prepayments of the Term Loan Facility shall be applied in the inverse order of maturity. Notwithstanding the foregoing, in the case of any mandatory prepayment to be applied to the Term Loan Facility, the Lenders thereof may waive the right to receive the amount of such mandatory prepayment.

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Representations and Warranties:

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

Financial Covenants:

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

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EBITDA of the Borrower and the Restricted Subsidiaries not in excess of 1.25:1.00. The Leverage Ratio will be tested quarterly with Consolidated EBITDA being calculated on a rolling four quarter basis. Fixed Charge Coverage Ratio - defined as the ratio of (i) Consolidated EBITDA of the Borrower and the Restricted Subsidiaries minus the sum of (a) cash taxes and (b) maintenance capital expenditures (excluding capital expenditures financed other than from internally generated cash) to (ii) cash interest expense plus scheduled debt payments (as such scheduled debt payments may be reduced from time to time by voluntary and mandatory prepayments) of at least the 1.50:1.00. The Fixed Charge Coverage Ratio will be tested quarterly and calculated on a trailing four quarter basis (with, for the avoidance of doubt, Consolidated EBITDA being calculated on a rolling four quarter basis). The foregoing notwithstanding, for any fiscal quarter after the Closing Date but prior to the anniversary thereof, the amounts in clause (ii) above for such period shall be annualized and calculated as follows: from the Closing Date through such fiscal quarter, such amount during such period shall be divided by the number of days in such period and then multiplied by 365 days. Minimum Consolidated EBITDA. Consolidated EBITDA as calculated on a trailing four quarter basis of at least $100,000,000 adjusted to $50,000,000 upon the Classmates IPO.

Other Covenants:

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

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	subordinated debt; provided however, tax payments in connection with the vesting of restricted stock units and stock grants shall be permitted in an amount to be negotiated), sales of assets, fundamental changes, amendments to related agreements, fiscal year, transactions with affiliates, conduct of business, sale-leasebacks, use of proceeds, ERISA liabilities and reporting requirements. The foregoing notwithstanding, so long as no Event of Default has occurred and is continuing or would result therefrom, the Classmates IPO and the payment of quarterly dividends up to $0.20/share by United Online, Inc. shall be permitted. For all purposes of the Definitive Senior Financing Documents, Intermediate Co., Target, their respective subsidiaries and, following a Classmates IPO, CMC and its subsidiaries will be “Unrestricted Subsidiaries” and will not be subject to the covenants, defaults or representations contained in the Definitive Senior Financing Documents.
Events of Default:	Customary and appropriate for financings of this type (subject to customary and appropriate grace periods qualifications and caveats), limited to the following: failure to make payments when due, defaults under indebtedness or contingent obligations in excess of specified amounts, noncompliance with covenants or any other provision of the Definitive Senior Financing Documents, breaches of representations and warranties, bankruptcy, dissolution, judgments in excess of specified amounts, attachments in excess of specified amounts, ERISA liability in excess of specified amounts, invalidity of loan documents, invalidity of guaranties, impairment of security interests in Collateral, repudiation of Collateral, and Changes of Control (to be defined).
Conditions Precedent to Funding:	The Borrower shall have satisfied the conditions set forth in Annex B attached to the Commitment Letter and the Specified Representations shall be accurate in all material respects.
Indemnification:	The Borrower shall indemnify the Administrative Agent, each Lender and each of their respective affiliates, directors, officers, agents, attorneys and employees from and against any losses, claims, damages, liabilities and other expenses in a manner customary for financings of this type.
Assignments and Participations:	The Lenders may assign all or in minimum amounts of $1,000,000 any portion of their shares of the Senior Term Loan to their affiliates, to other Lenders, or to one or more financial institutions or institutional lenders that are Eligible Assignees

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	(as defined below). The Lenders will have the right to sell participations, subject to customary limitations on voting rights, in their shares of the Senior Term Loan. Eligible Assignee shall mean (a) any Lender, (b) an affiliate of any Lender, (c) an Approved Fund (to be defined) and (d) any other person approved by the Administrative Agent.
Waivers and Amendments:	Amendments and waivers will require the approval of Lenders holding in the aggregate more than 50% of the Senior Term Loan; provided that the consent of each Lender directly affected thereby shall be required for (a) increases in the commitment of such Lender, (b) reductions of principal, interest or fees, (c) extensions of final and interim scheduled maturities or times for payment of interest or fees, (d) releases of all or substantially all the Collateral and (e) releases of all or substantially all of the Guarantors.
Taxes, Reserve Requirements and Indemnities:	All payments are to be made free and clear of any present or future taxes (other than franchise taxes and taxes on overall net income), imposts, assessments, withholdings, or other deductions whatsoever. Foreign Lenders shall furnish to the Administrative Agent (for delivery to the Borrower) appropriate certificates or other evidence of exemption from U.S. federal income tax withholding. The Borrower shall indemnify the Lenders against all increased costs of capital resulting from reserve requirements or otherwise imposed, in each case subject to customary increased costs, capital adequacy and similar provisions.
Governing Law and Jurisdiction:	The Borrower will submit to the non-exclusive jurisdiction and venue of the federal and state courts of the State of California and will waive any right to trial by jury. California law shall govern the Definitive Senior Financing Documents.
Administrative Agent’s Counsel:	Bingham McCutchen LLP

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ANNEX B
INITIAL CONDITIONS PRECEDENT

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

Senior Term Loan	The definitive documentation evidencing the Senior Term Loan (the “Definitive Senior Financing Documents”) shall be prepared by counsel to the Administrative Agent, shall be in form and substance consistent with the Commitment Letter (including without limitation the third paragraph thereof) and shall have been executed and delivered by the Credit Parties. Terms of the Term Loan Facility not set forth in the Commitment Letter shall be mutually agreed upon by the Borrower and the Administrative Agent. Such Definitive Senior Financing Documents shall provide for delivery of the following in customary form: legal opinions, officers’ certificates, incumbency certificates, compliance certificates, a solvency certificate from an officer of the Borrower, resolutions, corporate and public records, guaranties, security agreements, termination statements, IP security interest grants, foreign pledge agreements (upon the Administrative Agent’s reasonable request), UCC financing statements, stock certificates, insurance certificates.
Fees and Expenses:	All fees and expenses to be paid to the Administrative Agent or other Agents, the Administrative Agent and the Lenders as set forth in the Commitment Letter and the Fee Letter shall have been paid in full in accordance with the terms thereof.
Financial Statements:	The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and the Restricted Subsidiaries for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date; and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and the Restricted Subsidiaries for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date and after the most recently completed fiscal year of the Borrower for which audited financial statements have been prepared (but in any event excluding the fourth fiscal quarter of any fiscal year of the Borrower).

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

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EX-99.1

Exhibit 99.1

UNITED ONLINE, INC. ANNOUNCES $60 MILLION FINANCING

COMMITMENT FROM SILICON VALLEY BANK AND ELECTION TO

SUBSTITUTE ADDITIONAL CASH IN LIEU OF SELLER NOTES

IN ACQUISITION OF FTD GROUP, INC.

FTD STOCKHOLDERS TO RECEIVE AN ADDITIONAL $2.81 IN CASH PER FTD SHARE

IN LIEU OF $3.31 OF UNITED ONLINE NOTES

WOODLAND HILLS, Calif., July 17, 2008 – United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer Internet and media services, today announced that it has received a commitment from Silicon Valley Bank to provide to United Online, on the terms and subject to the conditions therein, a $60 million senior secured term loan facility to be used to fund a portion of the cash merger consideration for the acquisition of FTD Group, Inc. (NYSE: FTD) by United Online.  The term loans under the senior secured term loan facility will bear interest at either LIBOR plus 3.5% per annum (with a LIBOR floor of 3.0%) or a base rate plus 2% per annum.

In connection with receipt of the commitment from Silicon Valley Bank, United Online and FTD entered into an amendment to their previously announced merger agreement pursuant to which United Online has elected to exercise its right under the terms of the merger agreement related to United Online obtaining additional financing to increase the per share cash merger consideration payable to FTD’s stockholders by $2.81 in full substitution of the $3.31 principal amount of United Online 13% senior secured notes due 2013 (the “Notes”).  As a result of the substitution, the aggregate debt incurred in connection with the transaction will be reduced by $40 million, and in lieu of the issuance of $100 million of Notes, United Online will provide FTD stockholders with $85 million in cash.  As a result, in accordance with the formula provided in the merger agreement, FTD stockholders will receive a total of $10.15 in cash and 0.4087 of a share of United Online common stock (“United Online Stock”) in exchange for each share of FTD common stock in the merger, for a total value of $14.38 per share of FTD common stock, based on United Online’s closing stock price of $10.35 on July 16, 2008.  In such case, the total consideration to FTD stockholders and option holders would be approximately $434 million, consisting of approximately $307 million in cash and approximately 12.35 million shares of United Online Stock.

The amendment to the merger agreement provides, among other things, that in the event that the proceeds of the borrowings under the $60 million senior secured term loan facility from Silicon Valley Bank are unavailable to United Online, FTD stockholders will instead receive the previously announced $7.34 in cash, 0.4087 of a share of United Online Stock and $3.31 principal amount of Notes for each share of FTD common stock in the merger.  In such case, United Online and FTD have agreed to notify FTD’s stockholders by press release of such change in merger consideration on or before the fifth business day prior to the scheduled date of the special meeting of the FTD stockholders to consider the merger.

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Additional Information and Where You Can Find It

United Online has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (Registration No. 333-151998) containing a preliminary prospectus/proxy statement regarding the proposed acquisition of FTD by United Online.  Investors and stockholders are urged to read the preliminary prospectus/proxy statement, which contains important information, including detailed risk factors, and any and all amendments or supplements thereto.  The final proxy statement/prospectus will be mailed to the stockholders of FTD.  Investors and stockholders may obtain a free copy of the proxy statement/prospectus and Registration Statement, as well as other documents filed by United Online and FTD with the SEC, at the SEC’s website at www.sec.gov.  Investors and stockholders may also obtain a free copy of the proxy statement/prospectus and Registration Statement and the respective filings with the SEC directly from United Online by directing a request to Erik Randerson at (818) 287-3350 and directly from FTD by directing a request to Jandy Tomy at (630) 724-6984.  Investors and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

About United Online

United Online, Inc. is a leading provider of consumer Internet and media services.  The company’s Classmates Media services include online social networking (Classmates) and online loyalty marketing (MyPoints).  Its Communications services include Internet access (NetZero, Juno) and email.  United Online is headquartered in Woodland Hills, CA, with offices in New York, NY; Fort Lee, NJ; Renton, WA; San Francisco, CA; Schaumburg, IL; Erlangen, Germany; and Hyderabad, India.  For more information about United Online, please visit www.unitedonline.com.

Forward Looking Statements

Statements contained in this document regarding the consummation and potential timing and benefits of the pending acquisition of FTD and estimates and projections about the operations and businesses of United Online and FTD are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities and Exchange Act of 1934, as amended, as well as the Private Securities Litigation Reform Act of 1995, and are made under its safe-harbor provisions. Such forward-looking statements are based on management’s current expectations, estimates and projections and include risks and uncertainties; consequently, actual results may differ materially from those expressed or implied thereby.  Factors that could cause actual results to differ materially include, but are not limited to: failure to satisfy any of the conditions to complete the acquisition; failure of the transaction to be accretive when anticipated, if ever; failure to obtain financing to complete the transaction; inability to successfully integrate the businesses and operations of United Online and FTD; failure to achieve cost savings and other benefits of the proposed transaction; the impact of, and restrictions associated with, the debt incurred in connection with the transaction; transaction costs being greater than anticipated; unanticipated delays as a result of regulatory issues or other factors; risks associated with the combined businesses and other effects of, and the increased leverage associated with, the proposed transaction and the timing of the proposed transaction; as well as the risk factors relating to each business as disclosed in United Online’s and FTD’s respective filings with the SEC.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as the date hereof.

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Except as required by law, United Online undertakes no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

CONTACT:  United Online, Inc.

Investors:

Erik Randerson, CFA

818-287-3350

ir@untd.com

Press:

Scott Matulis

818-287-3388

pr@untd.com

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