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IAC/INTERACTIVECORP
FORM 10-K
(Annual Report)
Filed 03/01/13 for the Period Ending 12/31/12
Address 152 WEST 57TH ST
42ND FLOOR
NEW YORK, NY 10019
Telephone 2123147300
CIK 0000891103
Symbol IACI
SIC Code 5990 - Retail Stores, Not Elsewhere Classified
Industry Computer Services
Sector Technology
Fiscal Year 12/01
http://www.edgar-online.com
© Copyright 2013, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ... NEW YORK, NY 10019 2123147300 0000891103 IACI 5990 - Retail Stores, Not Elsewhere Classified Computer Services Technology 12/01 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year http://www.edgar-online.com © Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use...

  • Page 2
    ...AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 Commission File No. 0-20570 IAC/INTERACTIVECORP (Exact name of registrant as specified in its charter) Delaware...

  • Page 3
    Documents Incorporated By Reference: Portions of the Registrant's proxy statement for its 2013 Annual Meeting of Stockholders are incorporated by reference into Part III herein.

  • Page 4
    ... Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and...

  • Page 5
    ... 1. Business OVERVIEW Who We Are IAC is a leading media and internet company comprised of more than 150 brands and products, including Ask.com, About.com, Match.com, HomeAdvisor.com and Vimeo.com. Focused in the areas of search, applications, online dating, local and media, IAC's family of websites...

  • Page 6
    ... common stock in order to be transferred. In addition, pursuant to an amended and restated governance agreement between IAC and Mr. Diller, for so long as Mr. Diller serves as IAC's Chairman and Senior Executive, he generally has the right to consent to limited matters in the event that IAC's ratio...

  • Page 7
    ....com, which provides online dictionary, reference, educational and learning services. • • Applications Our B2C applications business develops, markets and distributes a variety of downloadable applications that offer users the ability to access search services, as well as engage in a number...

  • Page 8
    ... internet access providers, social media platforms, online advertising networks, traditional media companies and companies that provide online content). When we market our search and content services, our competitors include destination websites that primarily acquire traffic through paid and...

  • Page 9
    ...for a fee. We also offer access to our services via various mobile devices through our Match, OkCupid, DateHookup and other branded mobile applications. As a complement to our online personals services, in June 2012, we introduced live, local events for our Match.com members. Marketing We market our...

  • Page 10
    ...articles about home improvement, repair and maintenance, tools to assist consumers with the research, planning and management of their projects and general advice for working with home services professionals. HomeAdvisor also offers several mobile applications, including the HomeAdvisor.com, Home911...

  • Page 11
    ... websites, such as Citysearch.com and Urbanspoon.com, through which consumers can access local merchant information and reviews online. In August 2012, CityGrid Media acquired Felix, a pay1per1call advertising service. CityGrid. Through CityGrid, we aggregate local business listings, advertising...

  • Page 12
    ...on the website of any IAC business, is incorporated by reference in this annual report, or in any other filings with, or in any other information furnished or submitted to, the SEC. The Company makes available, free of charge through its website, its Annual Reports on Form 10-K, Quarterly Reports on...

  • Page 13
    ... in which IAC's businesses operate and other similar matters. These forward1looking statements are based on IAC management's expectations and assumptions about future events as of the date of this annual report, which are inherently subject to uncertainties, risks and changes in circumstances...

  • Page 14
    ... of paid listings could have an adverse effect on our business, financial condition and results of operations. Such changes could come about for a number of reasons, including general market conditions, competition or policy and operating decisions made by Google. Our services agreement with Google...

  • Page 15
    ...of home services professionals who are members of our network. While these home services professionals are required to agree that they will operate in accordance with our terms and conditions, we do not enter into long1term agreements with them. In addition, a significant number of our home services...

  • Page 16
    ...this nature, sales and marketing costs as a percentage of revenue would increase over the long-term. Any failure to attract and acquire new, and retain existing, traffic, users and customers in a cost-effective manner could adversely affect our business, financial condition and results of operations...

  • Page 17
    ... (including credit card data) in connection with the processing of search queries, the provision of online products and services, transactions with users and customers and advertising on our websites. The sharing, use, disclosure and protection of this information are determined by the respective...

  • Page 18
    ... charges. The occurrence of any these events could have an adverse effect on our business, financial condition and results of operations. We operate in various international markets, some in which we have limited experience. As a result, we face additional risks in connection with our international...

  • Page 19
    ... our various toolbar brands, Match.com, OkCupid.com, Meetic.com and HomeAdvisor.com and related domain names and logos), through which they market their products and services and seek to build and maintain brand loyalty and recognition. So long as these businesses continue to use these trademarks to...

  • Page 20
    ... system interruptions that make some or all of our systems or data unavailable or that prevent us from providing products and services, which could adversely affect our business. Moreover, as traffic to our websites, applications and online properties increases and the number of new (and presumably...

  • Page 21
    ... problems renewing or obtaining suitable leases for its principal properties. IAC's approximately 202,500 square foot corporate headquarters in New York, New York houses offices for IAC corporate and certain other IAC businesses. For a discussion regarding the financing of (and related mortgage...

  • Page 22
    ... public trading market for IAC Class B common stock. The table below sets forth, for the calendar periods indicated, the high and low sales prices per share for IAC common stock as reported on NASDAQ. High Low Year Ended December 31, 2012 Fourth Quarter Third Quarter Second Quarter First Quarter...

  • Page 23
    ... Company of its common stock during the quarter ended December 31, 2012: (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (2) Period (a) Total Number of Shares...

  • Page 24
    ... Year Ended December 31, 2012 (1) 2011 2010 2009 2008 (Dollars in thousands, except per share data) Statement of Operations Data: $ 2,800,933 $ 2,059,444 Revenue Earnings (loss) from continuing operations 169,847 175,569 Earnings (loss) per common share from continuing operations attributable...

  • Page 25
    ... fees paid by members of its network of home services professionals for consumer leads as well as from one-time fees charged upon enrollment and activation of new home services professionals in its network. CityGrid Media revenue is derived from online advertising. The revenue earned by our Media...

  • Page 26
    ... higher average lead acceptance fees. HomeAdvisor international revenue grew due to a 25% increase in accepted service requests and higher average lead acceptance fees. CityGrid Media revenue increased due to the contribution of Felix, a pay-per-call advertising service acquired August 20, 2012, and...

  • Page 27
    ... costs (including stock-based compensation) for personnel engaged in sales, sales support and customer service functions. Advertising and promotional expenditures include online marketing, including fees paid to search engines and third parties that distribute our B2C downloadable applications...

  • Page 28
    ... Ask.com and new B2C downloadable applications. Selling and marketing expense at Match increased primarily due to the acquisition of Meetic and increases in offline and online marketing spend associated with the OurTime.com website and an advertising agreement entered into during the second quarter...

  • Page 29
    ...third quarter of 2011 associated with the exit from the Company's direct sponsored listings business. Operating Income Before Amortization Years Ended December 31, 2012 $ Change % Change 2011 (Dollars in thousands) $ Change % Change 2010 Search & Applications Match Local Media Other Corporate Total...

  • Page 30
    ...direct sponsored listings business in 2011. The increase in selling and marketing expense is driven primarily by increased online marketing expenditures related to Ask.com and existing B2C downloadable applications. The increase in traffic acquisition costs is primarily due to increased revenue from...

  • Page 31
    ...2012 $ Change % Change 2011 (Dollars in thousands) $ Change % Change 2010 Search & Applications Match Local Media Other Corporate...acquisition of Meetic. In connection with the Company's annual impairment assessment in the fourth quarter of 2010, the Company identified and recorded impairment charges...

  • Page 32
    ...of audits, expirations of statutes of limitations and foreign income taxed at lower rates. In connection with the acquisition of a controlling interest in Meetic in 2011, the Company concluded that it intends to indefinitely reinvest the earnings of Match's international operations related to Meetic...

  • Page 33
    ...taxes, respectively, for interest on unrecognized tax benefits. At December 31, 2012 and 2011, the Company has accrued $117.5 million and $111.2 million, respectively, for the payment of interest. At December 31, 2012 and 2011, the Company has accrued $5.0 million and $2.5 million, respectively, for...

  • Page 34
    ... rated money market funds. Internationally, cash equivalents primarily consist of AAA rated money market funds and time deposits. Marketable securities primarily consist of short-to-intermediate-term debt securities issued by investment grade corporate issuers. The Company only invests in marketable...

  • Page 35
    ... is primarily due to the growth in revenue earned from our services agreement with Google; the related receivable from Google was $ 105.7 million and $ 70.5 million at December 31, 2011 and 2010, respectively. While our Match, Media and HomeAdvisor businesses experienced strong growth, the accounts...

  • Page 36
    ... on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook. On February 5, 2013, IAC declared a quarterly cash dividend of $0.24 per share of common and Class B common stock outstanding; the dividend...

  • Page 37
    ...,798 981,548 _____ (a) The Company has excluded $340.9 million in unrecognized tax benefits and related interest from the table above as we are unable to make a reasonably reliable estimate of the period in which these liabilities might be paid. For additional information on income taxes, see Note...

  • Page 38
    ... goodwill impairment (if applicable) are non-cash expenses relating primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as content, technology, advertiser and supplier relationships and customer lists, are valued...

  • Page 39
    ... and industry specific factors. The discount rates used in the Company's annual goodwill impairment assessment ranged from 13% to 25% in 2012 and 13% to 20% in 2011. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired and the...

  • Page 40
    ...to the consolidated financial statements, the Company estimated the fair value of stock options issued in 2012, 2011 and 2010 using a Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rates of 0.6%, 2.3% and 2.4%, respectively, a dividend yield of...

  • Page 41
    ... million related to one of its long-term marketable equity securities. This charge is more fully described above in "Results of Operations for the Years Ended December 31, 2012, 2011 and 2010." During 2011, the Company did not consider any of its marketable securities to be other-than-temporarily...

  • Page 42
    ... exchange gains and losses are not material to the Company's earnings in 2012, 2011 and 2010. As foreign currency exchange rates change, translation of the statements of operations of the Company's international businesses into U.S. dollars affects year-overyear comparability of operating results...

  • Page 43

  • Page 44
    Table of Contents Company's objective in managing its foreign currency exchange risk is to minimize its potential exposure to the changes that foreign currency exchange rates might have on its earnings, cash flows and financial position. 40

  • Page 45
    ... in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), IAC/InterActiveCorp's internal control over financial reporting as of December 31, 2012, based on criteria established...

  • Page 46
    ..., 2012 2011 (In thousands, except share data) ASSETS Cash and cash equivalents Marketable securities Accounts receivable, net of allowance of $11,088 and $7,309, respectively Other current assets Total current assets Property and equipment, net Goodwill Intangible assets, net Long-term investments...

  • Page 47
    ... Years Ended December 31, 2012 2011 (In thousands, except per share data) 2010 Revenue Costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) Selling and marketing expense General and administrative expense Product development expense Depreciation Amortization of...

  • Page 48
    IAC/INTERACTIVECORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Years Ended December 31, 2012 2011 (In thousands) 2010 Net earnings $ Other comprehensive income (loss): Change in foreign currency translation adjustment (net of tax benefit of $4,711 in 2010) Change in net ...

  • Page 49
    ...) Treasury Stock Total IAC Shareholders' Equity Noncontrolling Interests Total Shareholders' Equity Balance as of December 31, 2009 Net (loss) earnings for the year ended December 31, 2010 Other comprehensive loss, net of tax Noncontrolling interests related to acquisitions Noncontrolling...

  • Page 50
    ... Accumulated Other Comprehensive Income (Loss) (In thousands) Treasury Stock Total IAC Shareholders' Equity Noncontrolling Interests Total Shareholders' Equity Net (loss) earnings for the year ended December 31, 2012 Other comprehensive income (loss), net of tax Non-cash compensation expense...

  • Page 51
    ...Acquisitions, net of cash acquired Capital expenditures Proceeds from maturities and sales of marketable debt securities Purchases of marketable debt securities Proceeds from sales of long-term investments Purchases of long-term investments Dividend received from Meetic S.A. Other, net Net cash used...

  • Page 52
    The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 47

  • Page 53
    ... services professionals, all of which are pre-screened and the majority of which are customer-rated. Through a majority investment, HomeAdvisor also operates businesses in the online home services space in France and the United Kingdom under various brands. CityGrid Media is an online media company...

  • Page 54
    ... influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method. Investments in entities in which the Company does not have the ability to exercise significant influence over the operating and 48

  • Page 55
    ... as traffic acquisition costs. Match Match's revenue consists primarily of subscription fee revenue generated from customers who subscribe to online personals services on Match.com and most of Match's other personals websites. Subscription fee revenue is recognized over the terms of the applicable...

  • Page 56
    49

  • Page 57
    ... market funds. Internationally, cash equivalents primarily consist of AAA rated money market funds and time deposits. Marketable Securities The Company invests in certain marketable securities, which primarily consist of short-to-intermediate-term debt securities issued by investment grade corporate...

  • Page 58
    Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. 50

  • Page 59
    ... costs associated with the exit of the Company's direct sponsored listings business. The net book value of capitalized internal use software is $33.4 million and $29.2 million at December 31, 2012 and 2011, respectively. Goodwill and Indefinite-Lived Intangible Assets Goodwill acquired in business...

  • Page 60
    51

  • Page 61
    ... Traffic acquisition costs consist of payments made to partners who distribute our B2B customized browser-based applications, integrate our paid listings into their websites or direct traffic to our websites. These payments include amounts based on revenue share and other arrangements. The Company...

  • Page 62
    Income Taxes The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and 52

  • Page 63
    .... See Note 14 for a further description of the Company's stock-based compensation plans. Redeemable Noncontrolling Interests In connection with the acquisition of certain subsidiaries, management of these businesses has retained an ownership interest. The Company is party to fair value put and call...

  • Page 64
    and certain operations included in the Media and Other segments. 53

  • Page 65
    ... competitive and rapidly changing. Significant changes in this industry or changes in advertising spending behavior or in customer buying behavior could adversely affect our operating results. Most of the Company's online advertising revenue is attributable to a services agreement with Google, which...

  • Page 66
    December 31, 2012 (In thousands) 2011 Property and equipment, net: Buildings and leasehold improvements Computer equipment and capitalized software Furniture and other equipment Projects in progress Land Accumulated depreciation and amortization Property and equipment, net 54 $ $ 238,652 $ 197,...

  • Page 67
    ...,933 $ $ 1,932,289 127,155 2,059,444 $ $ 1,522,217 114,598 1,636,815 Years Ended December 31, 2012 2011 (In thousands) 2010 Cost of revenue: Cost of service revenue Cost of product revenue Cost of revenue $ $ 837,113 155,357 992,470 $ $ 666,424 94,820 761,244 $ $ 508,640 85,176 593,816

  • Page 68
    55

  • Page 69
    ...Ended December 31, 2012 2011 (In thousands) 2010 Other (expense) income, net: Interest income Interest expense Non-income tax refunds related to Match Europe, which was sold in 2009 Foreign currency exchange (losses) gains, net Gains on sales of investments Impairment of long-term investments Other...

  • Page 70
    56

  • Page 71
    ... limitations under state laws similar to Section 382 of the Internal Revenue Code of 1986. At December 31, 2012, the Company ...long-term marketable equity securities included in accumulated other comprehensive income and an increase in federal net operating losses. At December 31, 2012 , the Company...

  • Page 72
    earnings from continuing operations before income taxes is shown as follows: 57

  • Page 73
    ... discontinued operations, respectively. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax provision. Included in the income tax provision for continuing operations for the years ended December 31, 2012 , 2011 and 2010 is a $5.2 million...

  • Page 74

  • Page 75
    ...made. NOTE 5-BUSINESS COMBINATIONS Acquisition of About, Inc. On September 24, 2012, IAC completed its purchase of all the outstanding shares of About, Inc. ("The About Group"), an online content and reference library offering expert, quality content across 90,000 topics. The purchase price was $300...

  • Page 76
    ... to the existing businesses of the Company's Search & Applications segment, particularly Ask.com. Intangible assets are as follows: (In thousands) Weighted-Average Useful Life (Years) Indefinite-lived trade names Content Technology Advertiser relationships Customer lists Total $ $ 33,700...

  • Page 77

  • Page 78
    ... impairment assessment ranged from 10% to 18% in 2012 and 13% to 20% in 2011, and the royalty rates used ranged from 1% to 9% in both 2012 and 2011. In connection with its annual assessment in 2010, the Company identified and recorded impairment charges at the Other segment related to the write-down...

  • Page 79
    ... the changes in the carrying value of goodwill, for the year ended December 31, 2012 : Balance at December 31, 2011 Foreign Exchange Translation Balance at December 31, 2012 Additions (Deductions) (In thousands) Search & Applications Match HomeAdvisor CityGrid Media Local Connected Ventures...

  • Page 80
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Gross Carrying Amount Accumulated Amortization (In thousands) Net Weighted-Average Useful Life (Years) Content Technology Trade names Advertiser and supplier relationships Customer lists Total $ $ 47,800 37,545 22,742 16,446 11,800 136,333...

  • Page 81

  • Page 82
    ... Cost Estimated Fair Value (In thousands) Due in one year or less Due after one year through two years Total $ $ 12,606 1,002 13,608 $ $ 12,607 1,020 13,627 At December 31, 2012 there are no investments in marketable securities that are in an unrealized loss position. At December 31, 2011...

  • Page 83
    the maturities and sales of available-for-sale securities for the years ended December 31, 2012 , 2011 and 2010 are $2.1 million , $2.8 million and $3.2 million , respectively. 64

  • Page 84
    ...long-term investments Cost method investments $ $ 113,830 31,244 8,104 8,100 161,278 $ $ 82,318 74,691 10,873 5,870 173,752 In the third quarter of 2011, the Company acquired a 20% interest in Zhenai Inc. ("Zhenai"), a leading provider of online matchmaking services in China. Our voting power...

  • Page 85
    65

  • Page 86
    ... we acquired a controlling interest in News_Beast and as a result, News_Beast is included within our consolidated financial statements beginning June 1, 2012. Summarized aggregated financial information for the Company's equity method investments is as follows: December 31, 2012 (In thousands) 2011...

  • Page 87
    ...Money market funds Time deposits Marketable securities: Corporate debt securities Equity security Long-term investments: Auction rate security Marketable... present the changes in the Company's assets and liabilities that are measured at fair value on a recurring basis using significant unobservable ...

  • Page 88
    ... listed below have been determined by the Company using available market information and appropriate valuation methodologies. December 31, 2012 Carrying Value Fair Value December 31, 2011 Carrying Value (In thousands) Fair Value Assets: Cash and cash equivalents Marketable securities Long-term...

  • Page 89
    The carrying value of cash equivalents approximates fair value due to their short-term maturity. The fair value of long-term debt, including current maturities, is estimated using quoted market prices or indices for similar liabilities and taking into 68

  • Page 90
    ... and is also secured by the stock of certain of our domestic and foreign subsidiaries. In connection with the financing of the construction of IAC's corporate headquarters, on August 31, 2005, the New York City Industrial Development Agency (the "Agency") issued $80 million in aggregate principal...

  • Page 91
    69

  • Page 92
    ..., Chairman of the Board and Senior Executive of the Company, entered into an agreement with Liberty, pursuant to which Liberty exchanged with Mr. Diller an aggregate of 4.3 million shares of Class B common stock for the same number of shares of common stock held by Mr. Diller. In consideration of Mr...

  • Page 93
    70

  • Page 94
    ... preferred stock issued and outstanding. Reserved Common Shares In connection with equity compensation plans, 19.8 million shares of IAC common stock are reserved at December 31, 2012. Warrants A summary of changes in outstanding warrants is as follows: December 31, 2012 Number of IAC Common Shares...

  • Page 95
    ... employees, officers, directors and consultants. At December 31, 2012, there are 3.6 million shares available for grant under the Company's stock-based compensation plans. The plans were adopted in 2005 and 2008, have a stated term of ten years , and provide that the exercise price of stock options...

  • Page 96
    "Committee"). Each grant agreement reflects the vesting 72

  • Page 97
    ...date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. The total income tax benefit recognized in the accompanying consolidated statement of operations for the years ended December 31, 2012 , 2011 and 2010 related to...

  • Page 98
    on the last trading day of 2012 and the exercise price, multiplied by the number of in-the-money options) 73

  • Page 99
    ...model incorporates various assumptions, including expected volatility and expected term. During 2012, 2011 and 2010, expected stock price volatilities were estimated based on the Company's historical volatility. The risk-free interest rates are based on U.S. Treasury yields for notes with comparable...

  • Page 100
    ...management. These equity awards vest over a period of years or upon the occurrence of certain prescribed events. In some cases, IAC has taken a preferred interest in the subsidiary with a face value equal to the subsidiary's acquisition price or, when funding a start-up business, its investment cost...

  • Page 101
    IAC/INTERACTIVECORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Years Ended December 31, 2012 2011 (In thousands) 2010 Revenue: Search & Applications Match Local Media Other Inter-segment elimination Total $ $ 1,465,795 $ 713,449 322,627 164,824 134,555 (317) 2,800,...

  • Page 102
    December 31, 2012 (In thousands) 2011 Segment Assets (b) : Search & Applications Match Local Media Other Corporate Total 76 $ $ 355,159 225,781 46,842 71,495 28,842 978,651 1,706,770 $ $ 246,459 190,338 46,581 25,429 15,910 1,148,517 1,673,234

  • Page 103
    ...Company excludes, if applicable, goodwill and intangible assets from the measure of segment assets presented above. (b) Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Years Ended December 31, 2012 2011...

  • Page 104
    77

  • Page 105
    ... income (loss) for the Company's reportable segments: Year Ended December 31, 2012 Operating Income Before Amortization Non-Cash Compensation Expense Operating Income (Loss) Amortization of Intangibles (In thousands) Search & Applications Match Local Media Other Corporate Total $ $ 313,146...

  • Page 106
    ... 52,628 1,148,517 3,409,865 Corporate assets consist primarily of cash and cash equivalents, marketable securities and IAC's headquarters building. NOTE 16-COMMITMENTS The Company leases land, office space, data center facilities and equipment used in connection with its operations under various...

  • Page 107
    79

  • Page 108
    ...107 Expenses charged to operations under these agreements are $30.6 million , $31.3 million and $31.1 million for the years ended December 31, 2012, 2011 and 2010, respectively. The Company's most significant operating lease is a 77 year ground lease for IAC's headquarters building in New York City...

  • Page 109
    Giftco, Inc. and IAC Advertising, LLC, for substantially all of Liberty's shares of IAC common 80

  • Page 110
    ...2011 and 2010 , total payments made to this entity by the Company were immaterial. NOTE 20-BENEFIT PLANS IAC has a retirement savings plan in the United States that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their pre-tax earnings...

  • Page 111
    81

  • Page 112
    ... June 2012. The third quarter of 2011 includes an after-tax non-cash charge of $11.7 million related to the re-measurement of the carrying value of Match's 27% equity method investment in Meetic to fair value (i.e., the tender offer price of â,¬15.00 per share) in connection with our acquisition of...

  • Page 113
    ... reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant. As required by Rule 13a-15(d), IAC management, including the Chairman and Senior Executive, the Chief Executive Officer...

  • Page 114
    ...regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also...

  • Page 115
    ...reference to IAC's definitive Proxy Statement to be used in connection with its 2013 Annual Meeting of Stockholders, or the 2013 Proxy Statement, as set forth below, in accordance with General Instruction G(3) of Form 10-K. Item 10. Directors, Executive Officers and Corporate Governance Information...

  • Page 116
    ... 31, 2012, 2011 and 2010. Notes to Consolidated Financial Statements. (2) Consolidated Financial Statement Schedule of IAC Schedule Number II Valuation and Qualifying Accounts. All other financial statements and schedules not listed have been omitted since the required information is either...

  • Page 117
    ... Tree.com, Inc. IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1) Form of Terms and Conditions of Stock Options under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1) Form of Terms and Conditions of Restricted Stock Units under the IAC/InterActiveCorp 2008 Stock and Annual...

  • Page 118
    ..., between the Registrant and Google Inc. Amendment No. 4 to Google Services Agreement, dated as of April 1, 2011, between the Registrant and Google Inc. Credit Agreement, dated as of December 21, 2012, among IAC/InterActiveCorp, as Borrower, the Lenders party thereto, JPMorgan Chase, Bank, N.A., as...

  • Page 119
    ....CAL 101.DEF 101.LAB 101.PRE (1) (2) (3) Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley... Presentation _____ Reflects management contracts and management and director compensatory plans. Filed herewith. ...

  • Page 120
    ... behalf by the undersigned, thereunto duly authorized. March 1, 2013 IAC/INTERACTIVECORP /s/ GREGORY R. BLATT By: Gregory R. Blatt Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the...

  • Page 121
    /s/ ALAN G. SPOON David S. Rosenblatt /s/ ALEXANDER VON FURSTENBERG Alexander von Furstenberg /s/ RICHARD F. ZANNINO Richard F. Zannino 90 Director Director Director

  • Page 122
    ... for newsstand returns are related to magazine publishing at News_Beast and are charged against revenue. Amount is primarily related to an unbenefited other-than-temporary impairment charge related to a long-term marketable equity security, an increase in deferred tax assets for investments in...

  • Page 123
    91

  • Page 124
    EXECUTION VERSION IAC/INTERACTIVECORP, THE GUARANTORS named herein and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee _____ INDENTURE Dated as of December 21, 2012 _____ 4.75% Senior Notes due 2022

  • Page 125
    CROSS-REFERENCE TABLE TIA Section 310 (a)(1) (a)(2) (a)(3) (a)(4) (a)(5) (b) (b)(1) (c) 311 (a) (b) (c) 312 (a) (b) (c) 313 (a) (b) (b)(1) (b)(2) (c) (d) 314 (a) (b)...11.01 _____ N.A. means Not Applicable Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the...

  • Page 126
    ... Definitions Incorporation by Reference of Trust Indenture Act...Money in Trust Holder Lists Transfer and Exchange Replacement Notes Outstanding Notes Treasury Notes Temporary Notes Cancellation Defaulted Interest CUSIP Number Deposit of Moneys Special Transfer Provisions Certificated Notes Computation...

  • Page 127
    -i-

  • Page 128
    ...Notice of Redemption Effect of Notice of Redemption Deposit of Redemption Price Notes Redeemed in Part Mandatory Redemption 39 39 40 40 41...Limitations on Designation of Unrestricted Subsidiaries [Reserved] [Reserved] [Reserved] [Reserved] Existence [Reserved] Change of Control Offer Suspension Event...

  • Page 129
    -ii-

  • Page 130
    Page ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01 SECTION 5.02 Limitations on Mergers, Consolidations, etc Successor Person ...Events of Default Control by Majority Limitation on Suits No Personal Liability of Directors, Officers, Employees and Stockholders Rights of Holders To Receive Payment...

  • Page 131
    -iii-

  • Page 132
    ... Consensus Notation on or Exchange of Notes Trustee To Sign Amendments, etc. 68 69 70 70 71 71 ...Conditions to Legal Defeasance or Covenant Defeasance Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions Reinstatement Moneys Held by Paying Agent Moneys...

  • Page 133
    -iv-

  • Page 134
    ...Rules by Trustee and Agents Business Days Governing Law Waiver of Jury Trial Force Majeure No Adverse Interpretation of Other Agreements No Recourse Against Others ... of Global Exchange Note Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S A-1 B-1 C-1 -v-

  • Page 135
    ... principal amount of Notes having identical terms and conditions to the Notes issued pursuant to Article Two and in compliance with Section 4.06 and Section 4.10, except for issue date, issue price and first interest payment date. " Adjusted Treasury Rate " means, with respect to any Redemption...

  • Page 136
    ...2017 (such redemption price being set forth in the table appearing above), plus (ii) all required interest payments due on such Note through December 15, 2017 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Adjusted Treasury Rate as of such...

  • Page 137
    ... Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Holders of Notes in writing at their request that...

  • Page 138
    ... in New York or the city in which the Trustee's Corporate Trust Office is located are authorized or required by law to close. " Capital Markets Indebtedness " means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered...

  • Page 139
    ... with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (2) of this definition; (7) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of...

  • Page 140
    ... securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement " Change of Control Payment Date " has the meaning set forth in Section 4.20. " Change of Control Triggering Event " means the occurrence...

  • Page 141
    ..., in the reasonable good faith determination of the Issuer as set forth in an Officer's Certificate, to reflect cost savings and other operating improvements or synergies reasonably expected to be realized within 12 months from the applicable event to be given pro forma effect. " Consolidated...

  • Page 142
    ... and other fees and charges owed with respect to letters of credit securing financial obligations, bankers' acceptance financing and receivables financings, (3) (4) (5) (6) (7) the net costs associated with Hedging Obligations related to interest rates, amortization of debt issuance costs, debt...

  • Page 143
    ... count reduction, closure of facilities and similar operational and other cost savings and synergies relating to such pro forma event occurring within 12 months (or expected, in the good faith determination of the Issuer, to occur within 12 months) of such pro forma event and during such period or...

  • Page 144
    ... 80401, or such other office, designated by the Trustee by written notice to the Issuer, at which any particular time its corporate trust business shall be administered. " Credit Agreement " means the Credit Agreement expected to be entered into on or about December 21, 2012, by and among the...

  • Page 145
    ...and including, without limitation, the Credit Agreement) or commercial paper facilities, providing for revolving credit loans, term loans, receivables ..., liquidator or similar official under any Bankruptcy Law. " Default " means (1) any Event of Default or (2) any event, act or condition that, after ...

  • Page 146
    ... issue date with respect to such Notes. " Domestic Subsidiary " means any Subsidiary of the Issuer that is not a Foreign Subsidiary. " Equity Interests " of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests...

  • Page 147
    ... payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm'slength terms and are entered into in the ordinary course of business...

  • Page 148
    ...obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the ordinary course of business and amounts accrued associated with contingent consideration arrangements; (5) all Capitalized Lease...

  • Page 149
    ... Bond Guaranty Agreement " means that certain Guaranty Agreement, dated as of August 1, 2005, from the Issuer to the Bank of New York, as trustee. " Liberty Bonds " means the 5% New York City Industrial Development Agency Liberty Bonds (IAC/InterActiveCorp Project), Series 2005, issued pursuant to...

  • Page 150
    ... penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness. " Offering Memorandum " means the offering memorandum, dated as of December 18, 2012, relating to the offering of the Notes. " Officer " means...

  • Page 151
    ... legal counsel may be an employee of or counsel to the Issuer. " Permitted Holders " means any one or more of (a) Barry Diller, (b) each of the Affiliated Persons of the Person referred to in clause (a), and (c) any Person a majority of the aggregate voting power of all the outstanding classes or...

  • Page 152
    ..., letters of credit and other similar obligations (exclusive of obligations for the payment of borrowed money); (5) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account...

  • Page 153
    ... to assets not subject to such Lien at the time of acquisition (other than (a) the property encumbered at the time a Person becomes a Restricted Subsidiary, (b) after acquired property that is required to be pledged pursuant to the agreement granting such Lien as in effect on the date such Person...

  • Page 154
    ... is incurred and (B) proceeds and products thereof); (21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and Liens in the ordinary course of business in favor of issuers of performance...

  • Page 155
    ... the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the Issuer or any Restricted Subsidiary or the cost of installation, construction or improvement thereof; provided, however , that (A) such Indebtedness is comprised of Capitalized...

  • Page 156
    ...prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business... Indebtedness, by its terms, is subordinate in right of payment to the Notes or...

  • Page 157
    ... Subsidiary was engaged on the Issue Date or any reasonable extension of such business. " Responsible Officer " when used with respect to the Trustee, means an officer or assistant officer assigned to the corporate trust department of the Trustee (or any successor group of the Trustee) with direct...

  • Page 158
    ... is expressly subordinated in right of payment to the Notes or the Note Guarantees. " Subsidiary " means, with respect to any Person: (1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled...

  • Page 159
    ... balance sheet of the Issuer as of such date (which calculation shall give pro forma effect to any acquisition or Asset Sale by the Issuer or any of its Restricted Subsidiaries, in each case involving the payment or receipt by the Issuer or any of its Restricted Subsidiaries of consideration...

  • Page 160
    ...Other Definitions . The definitions of the following terms may be found in the sections indicated as follows: Term "Affiliate Transaction" "Agent Members" "Change of Control Offer" "Change of Control Payment" "Covenant Defeasance" "Designation" "Event of Default" "Exchange Global Note" "Global Notes...

  • Page 161
    ... statements of the Issuer; and (7) "$," "U.S. Dollars" and "United States Dollars" each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts. ARTICLE TWO THE NOTES SECTION 2.01. Amount of Notes...

  • Page 162
    ...offered and sold by the Issuer pursuant to a Purchase Agreement...in the name of the ...exchange occurs in connection with a ...in accordance with all applicable securities laws of ...issued in the form of a permanent global Note, substantially in the form of Exhibit B, which is hereby incorporated by reference...

  • Page 163
    ...terms of this Indenture shall govern. (f) SECTION 2.03. The Notes may be presented for registration of transfer and exchange at the offices of the Registrar. Execution and Authentication . An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign...

  • Page 164
    ... in The City of New York, State of New York or the city in which the Corporate Trust Office of the Trustee is located) where Notes may be presented for registration of transfer or for exchange (the " Registrar "), and an office or agency where Notes may be presented for payment (the " Paying Agent...

  • Page 165
    ... registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar's request. No service charge shall be made to the Holder for any...

  • Page 166
    ...New York...charge such Holder for their reasonable out1of1pocket expenses in replacing such Note (including, without limitation, attorneys' fees...money to the Holders thereof pursuant to the terms...change to this Indenture, only Notes as to which a Responsible Officer of the Trustee has received an Officer...

  • Page 167
    ...of any such CUSIP number, ISIN and Common Code number used by the Issuer in connection with the issuance of the Notes and of any change in the CUSIP number, ISIN and Common Code number. SECTION 2.15. Deposit of Moneys . Subject to the following paragraph, prior to 11:00 a.m., New York City time, on...

  • Page 168
    ...office of the Paying Agent. If a Holder has given wire transfer instructions to the Issuer at least ten Business Days prior to the applicable Interest Payment Date, the Issuer (through the Paying Agent) will make all payments...and (ii) if the Issuer so requests, an opinion of counsel or other evidence...

  • Page 169
    ...Trustee to make, or to direct the Notes Custodian to make, an ...applicable, are then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the form of an Officer's Certificate of the Issuer, a new...procedures containing information regarding ...

  • Page 170
    ...such successor Depository. In the event that a Global Note is exchanged... Regulation S or another applicable exemption under the Securities Act...issued in exchange therefor or in substitution thereof), in the case of Notes offered... FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, ...

  • Page 171
    ... IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE...

  • Page 172
    ... pursuant to this Section 2.17 shall be surrendered by the Depository to the Trustee at the Corporate Trust Office of the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such...

  • Page 173
    ... be computed on the basis of a 360-day year of twelve 30-day months. Additional Interest will be payable with respect to the Notes in certain circumstances if the Issuer does not consummate the Exchange Offer (or shelf registration, if applicable) as provided in the Registration Rights Agreement...

  • Page 174
    ... of Notes called for redemption. The Issuer may acquire Notes by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or otherwise, provided such acquisition does not otherwise violate the other terms of this Indenture. SECTION 3.03. Notice of Redemption...

  • Page 175
    ... written request made at least five Business Days prior to the date on which notice is to be given, the Trustee shall give the notice of redemption prepared by the Issuer, in the Issuer's name and at the Issuer's sole expense. In such event, the Issuer shall provide the Trustee with the information...

  • Page 176
    ... rate specified in the Notes. SECTION 4.02. Reports to Holders . (a) So long as the Notes are outstanding the Issuer will deliver to the Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports...

  • Page 177
    ... is not provided, summary Guarantor/non-Guarantor information shall be provided consistent with the level of information in the Offering Memorandum. (c) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee's receipt of them shall not...

  • Page 178
    ..., adjustment of purchase price, deferred purchase price, contingent consideration or other compensation or similar obligations, in each case, incurred or assumed in connection with the making of any Permitted Investment or the acquisition or disposition of any business Indebtedness arising in...

  • Page 179
    ...acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition...connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such incurrence and the application...

  • Page 180
    ...to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60...

  • Page 181
    ... the Issuer (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of the Issuer or an employee stock ownership plan or to a trust established by the Issuer or any of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital...

  • Page 182
    ... pursuant to and in accordance with stock option plans or other benefit plans for current or former directors, management, employees or consultants of the Issuer and its Restricted Subsidiaries; (8) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in...

  • Page 183
    ...apply to: (1) Affiliate; (2) as determined by the Issuer, reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, and stock compensation plans) and indemnification arrangements and performance of such arrangements; (3) any issuance...

  • Page 184
    ...be. SECTION 4.11.Additional Note Guarantees . If, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees the Credit Agreement or any Capital Markets Indebtedness of the Issuer or a Domestic Subsidiary or...

  • Page 185
    ... assets of the Person so acquired; (8) any other instrument or agreement entered into after the Issue Date that contains encumbrances and restrictions that, as determined by the Issuer, will not materially adversely affect the Issuer's ability to make principal or interest payments on the Notes; non...

  • Page 186
    S-52 (9) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements; (10) Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with Section...

  • Page 187
    ...similar items, except, in each case, pursuant to Investments which are made in accordance with Section 4.07; (2) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of the agreement...Officer ...the applicable covenant...business...

  • Page 188
    ...it were the date of the Change of Control Triggering Event. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional upon such Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time...

  • Page 189
    ... a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.20, the Issuer shall comply with the applicable securities laws and regulations. SECTION 4.21. Suspension Event . If on any date following the Issue...

  • Page 190
    ..., conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the " Successor ") is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United...

  • Page 191
    ... to have been incurred in connection with such transaction. Except as...power of, the Issuer or such Guarantor, as the case may be, under this Indenture, the Registration Rights Agreement, the Notes and the Note Guarantees, as applicable, with the same effect as if such surviving entity had been named...

  • Page 192
    ...a Change of Control Offer; (4) failure by the Issuer to comply with any other agreement or covenant in this Indenture and continuance of this failure for 60 days after notice; (5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there...

  • Page 193
    ...(8) makes a general assignment for the benefit of ... accordance with the terms of such Note ...revenues of the Issuer and its Domestic Subsidiaries as of the end of and for the most recently completely fiscal quarter. However, a default under clauses (3) and (4) will not constitute an Event...majority in ...

  • Page 194
    ...it; provided , however , that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice is in...

  • Page 195
    ...majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request. However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment..., Officers, Employees and Stockholders. No director, officer, employee, ...

  • Page 196
    ...SECTION 7.01. Duties of Trustee . (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall, in the exercise of its power, use the degree of care of a prudent person in similar circumstances in the conduct of his own affairs.

  • Page 197
    ... except that: (1) this clause (c) does not limit the effect of clause (b) of this Section 7.01...to take in good faith in accordance with a direction received by it pursuant to the terms hereof; and ... powers hereunder at the request of any Holder of Notes unless such Holder of Notes shall have offered ...

  • Page 198
    ... , the notice references this Indenture and the specific Event of Default. In the absence of such notice, the Trustee may conclusively assume there is no Default except as aforesaid. (7) The Trustee shall be under no obligation to exercise any of its rights or powers hereunder at the request of any...

  • Page 199
    ... to the terms of this Indenture and it shall not be responsible for the use or application of money received by any Paying Agent other than the Trustee. The Trustee shall not be responsible for any statement in the Notes, Note Guarantee, this Indenture or any other document in connection with the...

  • Page 200
    ..., filed their names and addresses with the Trustee for that purpose. A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange on which the Notes are listed. The Issuer shall promptly notify the Trustee, and in any event within 10 Business Days...

  • Page 201
    ...; a receiver or other public officer takes charge of the Trustee or its...the rights, powers and duties...continue for the benefit of the ...corporate parent) shall have a combined capital and surplus of at least $50,000,000 as set forth in the most recent applicable published annual report of condition...

  • Page 202
    ... it by the Issuer or by any obligor on the Notes) in trust for the benefit of Holders or the Trustee; (B) that it shall at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it...

  • Page 203
    ...join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements... in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in ...

  • Page 204
    ...change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders; (6) Notes; (7) waive a default in the payment... request ...join...issued upon the transfer thereof or in exchange therefor or in place...

  • Page 205
    ... endorse, and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. SECTION 8.06. Trustee To Sign Amendments, etc . The Trustee shall...

  • Page 206
    ...and Notes for whose payment money has been deposited ...trust solely for the benefit of the Holders, U.S....payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, the Issuer must deliver an Officer's Certificate and an Opinion of Counsel stating that all conditions...

  • Page 207
    ... term, condition or limitation set forth in any such specified Section or portion thereof, whether directly or indirectly by reason of any reference ... been published by the Internal Revenue Service, a ruling, or since the date hereof, there has been a change in the applicable U.S. federal income tax ...

  • Page 208
    ...premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the...

  • Page 209
    ... City of New York, New York, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining shall be repaid to the Issuer. After payment to the...

  • Page 210
    ... and (ii) in the event of any declaration of acceleration ...limitation, any guarantees under the Credit Agreement) and after giving effect to any collections from or payments...makes a payment or distribution under its Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro...

  • Page 211
    ... 9.03 hereof, as applicable, or if the obligations under this Indenture are discharged in accordance with the terms hereof, and in each such case, the Issuer has delivered to the Trustee an Officer's Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for...

  • Page 212
    ... this Indenture limits, qualifies or...IAC/INTERACTIVECORP 555 West 18 th Street New York, New York 10011 Attention: Gregg Winiarski Fax Number: (212) 632-9551 If to the Trustee: COMPUTERSHARE TRUST COMPANY, N.A. 350 Indiana Street, Suite 750 Golden, Colorado 80401 Attention: Corporate Trust Fax Number...

  • Page 213
    ...COMPANY, N.A. 480 Washington Blvd. Jersey City, New Jersey 07310 Attention: Legal Department Fax Number... by reason of the suspension of regular mail service, or by reason of any other cause, ... Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Issuer or any ...

  • Page 214
    ... type required. SECTION 11.06.Rules by Trustee and Agents . The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may make reasonable rules for their functions. SECTION 11.07. Business Days . If a payment date is not a Business Day, payment may...

  • Page 215
    ...the issuance of the Notes. It is understood that this limitation on recourse is made expressly for the benefit of any such shareholder, employee, officer or director and may be enforced by any of them. SECTION 11.13. Successors . All agreements of the Issuer and the Guarantors in this Indenture and...

  • Page 216
    ... Agents with such information as they may request in order to satisfy the requirements of the USA Patriot Act. The Issuer has agreed to qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and to pay all reasonable costs and expenses...

  • Page 217
    ... HUMOR RAINBOW, INC. IAC SEARCH & MEDIA, INC. IAC SEARCH, LLC MATCH.COM INTERNATIONAL HOLDINGS, INC. MATCH.COM, INC. MATCH.COM, L.L.C. MINDSPARK INTERACTIVE NETWORK, INC. MOJO ACQUISITION CORP. PEOPLE MEDIA, INC. PEOPLE MEDIA, LLC SHOEBUY.COM, INC. By: /s/ Joanne Hawkins Name: Joanne Hawkins Title...

  • Page 218
    S-1 COMPUTERSHARE TRUST COMPANY, N.A., as Trustee By: John M. Wahl Name: John M. Wahl Title: Corporate Trust Officer

  • Page 219
    ... OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (" DTC "), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE...

  • Page 220
    ...AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [Definitive Notes Legend] IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH...

  • Page 221
    ... DUE 2022 IAC/INTERACTIVECORP, a Delaware corporation (the "Company"), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of dollars on December 15, 2022. Interest Payment Dates: June 15 and December 15. Record Dates: June 1 and December 1. Reference is made...

  • Page 222
    IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer. IAC/INTERACTIVECORP By: Name: Title: Dated: A-4

  • Page 223
    Certificate of Authentication This is one of the 4.75% Senior Notes due 2022 referred to in the within-mentioned Indenture. COMPUTERSHARE TRUST COMPANY, N.A., as Trustee By: Dated: A-5

  • Page 224
    ... any) in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. If the Holder has given wire transfer instructions to the Company at least ten Business Days prior to the payment date, the Company shall make all payments on this Note...

  • Page 225
    ... of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. 5. Mandatory Redemption . Except as set forth in paragraph 8 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes...

  • Page 226
    ... redemption payment, interest ceases to accrue on Notes or portions thereof called for redemption. 8. Offers To Purchase . The Indenture provides that upon the occurrence of a Change of Control Triggering Event and subject to further limitations contained therein, the Company shall make an offer to...

  • Page 227
    ... other identification numbers placed thereon. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and the Registration Rights Agreement. Requests may be made to: IAC/INTERACTIVECORP 555 West 18 th Street New York, New York 10011 Attention: General...

  • Page 228
    ... social security or tax I.D. number) (Print or type name, address and zip code of assignee) and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side...

  • Page 229
    ...shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided , however , ..., such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being ...

  • Page 230
    ... to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer A-12

  • Page 231
    ...Section 4.20 If you want to have only part of the Note purchased by the Company pursuant to Section 4.20 of the Indenture, state the amount you elect to have ...any integral multiple of $1,000) Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guaranteed ...

  • Page 232
    ... in Principal amount of this Global Note of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Notes Custodian A-14

  • Page 233
    ... OF TRANSFEREE LETTER OF REPRESENTATION IAC/INTERACTIVECORP 555 West 18 th Street New York, New York 10011 Computershare Trust Company, N.A. 350 Indiana Street, Suite 750 Golden, Colorado 80401 Attention: Corporate Trust Ladies and Gentlemen: This certificate is delivered to request a transfer of US...

  • Page 234
    ...that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S ... their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale shall not...

  • Page 235
    ... OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (" DTC "), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE...

  • Page 236
    ... DUE 2022 IAC/INTERACTIVECORP, a Delaware corporation (the "Company"), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of dollars on December 15, 2022. Interest Payment Dates: June 15 and December 15. Record Dates: June 1 and December 1. Reference is made...

  • Page 237
    IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer. IAC/INTERACTIVECORP By: Name: Title: Dated: B-3

  • Page 238
    Certificate of Authentication This is one of the 4.75% Senior Notes due 2022 referred to in the within-mentioned Indenture. COMPUTERSHARE TRUST COMPANY, N.A., as Trustee By: Dated: B-4

  • Page 239
    ... interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. If the Holder has given wire transfer instructions to the Company at least ten Business Days prior to the payment date, the Company shall make all payments on this...

  • Page 240
    ... redemption payment, interest ceases to accrue on Notes or portions thereof called for redemption. 8. Offers To Purchase . The Indenture provides that upon the occurrence of a Change of Control Triggering Event and subject to further limitations contained therein, the Company shall make an offer to...

  • Page 241
    ... it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. 15. Trustee Dealings with Company . The Trustee in its individual or any other capacity may...

  • Page 242
    ... other identification numbers placed thereon. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and the Registration Rights Agreement. Requests may be made to: IAC/INTERACTIVECORP 555 West 18 th Street New York, New York 10011 Attention: General...

  • Page 243
    ... social security or tax I.D. number) (Print or type name, address and zip code of assignee) and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side...

  • Page 244
    ...Section 4.20 If you want to have only part of the Note purchased by the Company pursuant to Section 4.20 of the Indenture, state the amount you elect to have ... integral multiple of $1,000) Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guaranteed ...

  • Page 245
    ... in Principal amount of this Global Note of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Notes Custodian B-11

  • Page 246
    ...Rule 903 or Rule 904 of Regulation S, as applicable; (4) (5) the transaction is not part of a plan or scheme to evade the registration requirements of the...the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By:...

  • Page 247
    Exhibit 10.7 Terms and Conditions for Restricted Stock Unit Awards Overview These Terms and Conditions apply to your award of restricted stock units (the "Award") granted pursuant to Section 7 of the IAC/InterActiveCorp Amended and Restated 2008 Stock and Annual Incentive Plan (the "2008 Plan"). You...

  • Page 248
    ...In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, Disaffiliation, or similar event affecting IAC or any of its Subsidiaries (each, a "Corporate Transaction"), the Committee or the Board may, in its sole discretion, make such substitutions...

  • Page 249
    ...or the 2008 Plan (the "Relevant Information"). Without limiting the above, this authorization permits your employing company to collect, process, register and transfer to the Relevant Companies all Relevant Information (including any professional and personal data that may be useful or necessary for...

  • Page 250
    Execution Version $300,000,000 CREDIT AGREEMENT Dated as of December 21, 2012, among IAC/INTERACTIVECORP, as Borrower, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent _____ J.P. MORGAN SECURITIES LLC, GOLDMAN SACHS LENDING PARTNERS LLC, MERRILL LYNCH, ...

  • Page 251
    ... SECTION 1.05 SECTION 1.06 Defined Terms Classification of Loans and Borrowings Terms Generally Accounting Terms; GAAP Change of Currency Currency Equivalents Generally 1 32... Fees Interest Alternate Rate of Interest Increased Costs Break Funding Payment Taxes Pro Rata Treatment and Payments ...

  • Page 252
    ... Investment Company Status Taxes ERISA Disclosure Pledge Agreement No Change Subsidiaries Solvency No Default No Unlawful Contributions or Other Payments OFAC 55 55 55 56 56 56 56 57 57 57 57 57 57 58 58 58 58 58 ARTICLE IV Conditions SECTION 4.01 SECTION 4.02 Closing Date Each Credit Event 58...

  • Page 253
    ...Information Notices of Material Events Existence; Conduct of Business Payment of Obligations Maintenance of Properties Books and Records; Inspection Rights Compliance with Laws Use... Liens Fundamental Changes Disposition of Property Restricted Payments Transactions with Affiliates Changes in Fiscal ...

  • Page 254
    -iii-

  • Page 255
    Page ARTICLE VII Events of Default SECTION 7.01 Events of Default 78 ARTICLE...Delegation of Duties Successor Administrative Agent Credit Decision Lead Arrangers;Syndication Agent; Co-Documentation Agents Tax ...Setoff Governing Law; Jurisdiction; Consent to Service of Process WAIVER OF JURY TRIAL ...

  • Page 256
    -iv-

  • Page 257
    ... of Assignment and Assumption Form of Opinion of Loan Parties' Counsel Form of Subsidiary Guarantee Form of Pledge Agreement Form of Secretary Certificate Form of New Lender Supplement Form of Incremental Revolving Commitment Activation Notice Form U.S. Tax Certificate (For Non-U.S. Lenders That Are...

  • Page 258
    ... 1.01 below: " ABR ," when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. " Act " has the meaning assigned to such term in Section 9.15. " Adjustment...

  • Page 259
    ... Day, as of the next preceding Business Day) in respect of a proposed Eurocurrency Borrowing in Dollars with a one-month Interest Period plus 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or such LIBO Rate shall be effective from and...

  • Page 260
    ... under this Agreement; (5) transfers of assets that are (i) damaged, worn out, uneconomic, obsolete or otherwise deemed to be no longer necessary or useful in the current or anticipated business of the Borrower or its Restricted Subsidiaries or (ii) replaced by assets of similar suitability and...

  • Page 261
    ... New York City are authorized or required by law to remain closed; provided that when used in connection with (a) a Eurocurrency Loan denominated in Dollars, the term "Business Day" shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market...

  • Page 262
    ..., electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services. " Cash Management Bank " means any Person that (i) at the time it enters into a Cash Management Agreement or provides any Cash Management Services, is a Lender or...

  • Page 263
    ... operating account relationships or other cash management services, including under any Cash Management Agreements. " CFC " means a "controlled foreign corporation" within the meaning of Section 957 of the Code. " Change of Control " means any of the following events: (a) the sale, lease or transfer...

  • Page 264
    ... date enacted, adopted or issued. " CIM " means the Confidential Information Memorandum made available to the Lenders in connection with the Lender meeting held on December 6, 2012 with respect to the Revolving Facility and this Agreement. " Class " when used in reference to any Loans or Borrowing...

  • Page 265
    ...Event of Default exists, (ii) each of the Borrower's corporate family rating from Moody's and corporate credit rating from S&P is an Investment Grade Rating...limitation, Cash Management Obligations and Specified Swap Agreements..." Commitment Fee Rate " means...rate determined in accordance with the Pricing...

  • Page 266
    ...appropriate, in the reasonable good faith determination of the Borrower as set forth in an Officer's Certificate, to reflect cost savings and other operating improvements or synergies reasonably expected to be realized within 12 months from the applicable event to be given pro forma effect; provided...

  • Page 267
    ... count reduction, closure of facilities and similar operational and other cost savings and synergies relating to such pro forma event occurring within 12 months (or expected, in the good faith determination of the Borrower, to occur within 12 months) of such pro forma event and during such period or...

  • Page 268
    ...to the date of determination, as if such pro forma event occurred on the first day of the Test ...rate per annum resulting after giving effect to the operation of the agreements governing such Hedging Obligations; (4) interest on any Indebtedness under a revolving credit facility shall be computed...

  • Page 269
    ... or public statement indicates that such position is based on such Lender's good faith determination that a condition precedent to such funding or payment under this Agreement cannot be satisfied); (c) has failed, within three Business Days after request by the Administrative Agent or Issuing Bank...

  • Page 270
    ...terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event... Interests so long as such ...occurrence of a change of control occurring ... Rate on such date. " Dollars " or " $ " refers to lawful money...

  • Page 271
    ... agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. " Equity Interests " means, of any Person, (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests...

  • Page 272
    ...:00 a.m., New York City time, on such day on the applicable Reuters World Spot Page. In the event that such rate does not appear on the applicable Reuters World Spot Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may...

  • Page 273
    ... funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) charged to the Administrative Agent on such day on...

  • Page 274
    ... purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies. " Incremental Revolving Commitment " means an increased or new Revolving Commitment incurred in connection with an Incremental...

  • Page 275
    ...9.04. " Information " has the meaning assigned to such term in Section 9.13. " Insolvent " with respect to any Multiemployer Plan means the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA. " Intellectual Property " means the collective reference to all...

  • Page 276
    ... on the last Business Day of a calendar month. " Investment Grade Rating " means a rating equal to or higher than Baa3 (or the equivalent) if by Moody's and BBB- (or the equivalent) if by Standard & Poor's. " Investments " has the meaning assigned to such term in Section 6.11. " Issuing Bank " means...

  • Page 277
    ...Bonds (IAC/InterActiveCorp Project), Series 2005, issued pursuant to the Indenture of Trust dated August 1, 2005 between New York City Industrial Development Agency and the Bank of New York, as trustee, which are guaranteed by the Borrower pursuant to the Liberty Bond Guaranty Agreement. " LIBO Rate...

  • Page 278
    ... or (iii) any divisions or lines of business of the Match Group, which individually or in the aggregate, have a value of more than 20% of the Fair Market Value of the Match Group measured as of the Closing Date. " Match Group " means Match.com Inc. and its subsidiaries taken as a whole as of the...

  • Page 279
    ...of the consolidated revenues of the Borrower; provided that in the event Restricted Subsidiaries that...Service, Inc. " Multiemployer Plan " means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. " New Collateral Documents " has the meaning assigned to such term in Section 5.10(b). " New...

  • Page 280
    ...any Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including all fees, charges and disbursements of counsel to the Administrative Agent, the Lead...

  • Page 281
    ... Section 9.05. " Participating Member State " means any member state of the EMU which has the Euro as its lawful currency. " PBGC " means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. " Perfection Certificate " means...

  • Page 282
    ..., corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind. " Plan " means an employee pension...

  • Page 283
    ... from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. " Priority and Secured Leverage Ratio " means, as...

  • Page 284
    ...Qualified Equity Interests refer to Qualified Equity ... the last maturity date applicable to the Loans at ...payments of principal of up to 1% of the aggregate principal amount per annum). " Register " has the meaning assigned to such term in Section 9.05(b)(iv). " Related Business " means any business...

  • Page 285
    ... Commitment" opposite such Lender's name on Schedule 1.01A or in the Assignment and Assumption or New Lender Supplement pursuant to which such Revolving Lender became a party hereto, as the same may be changed from time to time pursuant to the terms of this Agreement. The original aggregate Dollar...

  • Page 286
    ... & Poor's Rating Services a division of The McGraw-Hill Companies, Inc. " Sterling " and " £ " mean the lawful currency of the United Kingdom. " subsidiary " means, with respect to any Person (the " parent "): (1) any corporation, limited liability company, association or other business entity of...

  • Page 287
    ... transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Restricted Subsidiaries shall be a Swap Agreement. " Swingline Exposure " means, at any...

  • Page 288
    ...Agreement, the execution, delivery and performance by the Loan Parties of the other Loan Documents, the borrowing of Loans and the use of proceeds thereof. " Type...similar...aggregate Fair Market Value of... subject to the limits set forth in...long as, after giving pro...30 days after an officer of the Borrower ...

  • Page 289
    ... Certificate " has the meaning assigned to such term in Section 2.14(e)(ii)(B)(3). " Voting Stock " means the stock of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of the...

  • Page 290
    ... of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to...requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application...

  • Page 291
    ... and on the first Business Day of each calendar month on which such Letter of Credit is outstanding, in each case using the Exchange Rate in effect on the date... the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to...

  • Page 292
    ...pro forma effect thereto and to any concurrent transactions and any substantially concurrent use of the proceeds thereof, and (C) after giving pro... terms...new Lender under this Agreement in connection with any transaction described in Section 2.02(a) shall execute a New Lender Supplement (each, a " New...

  • Page 293
    ... date, the Administrative Agent shall use the relevant Exchange Rate in effect on the date on which the Borrower delivers a borrowing request for such Revolving Loans pursuant to the provisions of Section 2.03(a). SECTION 2.04 Funding of Borrowings . (a) Each Lender shall make each Loan to be made...

  • Page 294
    ... its Loan or, to fund its participation or to make its payment under Sections 8.09 or 9.04(c). SECTION 2.05 Interest Elections . (a) Each Borrowing denominated in Dollars initially shall be of the Type specified in the applicable borrowing request, and each Eurocurrency Borrowing in Dollars or an...

  • Page 295
    ... resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing), (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day, (iii) in the case of...

  • Page 296
    ... month and is at least two Business...Lender's share thereof... with the terms of this Agreement. SECTION 2....Business Days prior thereto, in the case of Eurocurrency Loans, no later than 12:00 noon, New York... Interest Period applicable thereto, the...request...rate fluctuations, this Section 2.08(b) shall not apply unless, ...

  • Page 297
    ...of the Revolving Commitment Period, computed at the applicable Commitment Fee Rate on the average daily Dollar ...acquisition by such Lender of a participation therein pursuant to Section 2.19(c)) during the period for which payment is made, payable quarterly in arrears on each Revolving Fee Payment...

  • Page 298
    ... by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and Eurocurrency Loans in Sterling shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed...

  • Page 299
    ... not be affected by the provisions of this Section. SECTION 2.12 (a) Increased Costs . If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or...

  • Page 300
    ... on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss...

  • Page 301
    ... Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. (ii) Without limiting the generality of the foregoing, (A) any Lender that...

  • Page 302
    ...date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction...

  • Page 303
    ... to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. SECTION 2.15 Pro Rata Treatment and Payments . (a) Each borrowing of Revolving Loans by the Borrower...

  • Page 304
    ...to the Borrower by the same time at least one Business Day prior to the date when due. All payments received by the Administrative Agent (i) after 2:00 p.m., New York City time, in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of...

  • Page 305
    ... not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any...

  • Page 306
    ...the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank's standard form in connection...

  • Page 307
    ... Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, such Revolving Borrower shall pay the amount of any such tax requested by the Administrative Agent, the Issuing Bank or such Revolving Lender...

  • Page 308
    ... face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept...

  • Page 309
    ...Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term "Issuing...the name of the Administrative Agent and for the benefit ... occurrence of any Event of Default with ...

  • Page 310
    ...at the rates otherwise applicable hereunder. SECTION 2.18 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) Fees shall cease...

  • Page 311
    ... this Agreement are...event that the Administrative Agent, the Borrower and the Issuing...pro rata basis by the Revolving Lenders (including such Lender) in accordance with their applicable...respect to fees accrued or payments made by...terms and conditions set forth herein, the Swingline Lender agrees to make...

  • Page 312
    ...by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Each Swingline Loan shall be an ABR Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire...

  • Page 313
    ... equity and cash flows as of and for (a) the fiscal years ended December 31, 2011 and 2010 reported on by Ernst & Young LLP, independent public accountants and (b) the nine months ended September 30, 2012. Such financial statements present fairly, in all material respects, the financial position and...

  • Page 314
    ... applicable to it or its property and all indentures, agreements ...Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used...

  • Page 315
    ... are delivered to the Collateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Pledge Agreement as of the Closing Date, when financing statements specified on Schedule 3.12 in appropriate form are filed in...

  • Page 316
    ...payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business...reasonably request relating to the organization, existence and good standing ...

  • Page 317
    ... the documentation and other information requested by the Lenders that is required by regulatory authorities under applicable "know your customer" and anti-money-laundering rules and regulations, including without limitation, the Act, in each case as requested at least three Business Days prior to...

  • Page 318
    ... Borrowing, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent or Issuing Bank shall have received a borrowing notice in accordance with Section 2.03 or a Letter of Credit request in accordance with Section 2.17(b), as applicable. Each Borrowing shall...

  • Page 319
    ... receipt thereof; and (g) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial position of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent (on its own...

  • Page 320
    ... of 2002), or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on IntraLinks or a similar site to which the Lenders have been granted access or shall be available on the website of the SEC at http://www.sec.gov; provided that the...

  • Page 321
    ... finances and condition with its officers and independent accountants all at such reasonable times and as often as reasonably requested, provided that such visits, inspections, examinations and discussions shall, so long as no Default or Event of Default has occurred and is continuing, take place no...

  • Page 322
    ...) that may be issued or granted to, or held by, such Restricted Subsidiary while this Agreement is in effect, (D) deliver to the Collateral Agent any and all certificates representing such Equity Interests (to the extent certificated), accompanied by undated stock powers or other appropriate...

  • Page 323
    ... execute and deliver all documents including the delivery of a new pledge agreement and UCC-1 financing statements (collectively, the " New Collateral Documents ") and stock certificates accompanied by stock powers reasonably requested by the Administrative Agent as necessary to create and perfect...

  • Page 324
    ... in connection with the acquisition of any such assets (provided that such Indebtedness is incurred or assumed prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring...

  • Page 325
    ... an Event of Default under Section 7.01(j); (o) indemnification, adjustment of purchase price, deferred purchase price, contingent consideration or other compensation or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or...

  • Page 326
    ... trade terms (which require that all such payments be made within 60 days after the incurrence of the related obligations) in the ordinary course of business and not in connection with the borrowing of money; (q) letters of credit, bank guarantees, warehouse receipts or similar instruments issued to...

  • Page 327
    ... connection with such acquisition ...acquisition or the completion of such construction and improvement with the acquisition...long as, in each case, the Obligations are secured equally and ratably with (or better...better than) such Liens; (j) Liens arising in the ordinary course of business...agreements in foreign...

  • Page 328
    ... Guarantor; (y) Liens securing obligations pursuant to cash management agreements and treasury transactions; and (z) Liens arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrower -71-

  • Page 329
    ...or usual terms. provided...6.03 Fundamental Changes . The ...stock of any of its Restricted Subsidiaries(in each case, whether now owned or hereafter acquired... determines in good faith that ...effect thereto and to the use of proceeds thereof, (i) ...at least equal to the Fair Market Value of the assets sold or...

  • Page 330
    ... or any Restricted Subsidiary from any current or former officer, director or employee (or any permitted transferees thereof) of the Borrower or any of its Restricted Subsidiaries(or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Borrower...

  • Page 331
    ...Borrower (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of the Borrower or an employee stock ownership plan or to a trust established by the Borrower or any of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital...

  • Page 332
    ... of securities, or other payments, awards or grants in cash, securities or otherwise, in each case pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans in the ordinary course of business; and (m) any employment agreements entered into by the Borrower...

  • Page 333
    ... to make payments on the Loans; (vii) (viii) encumbrances or restrictions existing under or by reason of applicable law, regulation or order; non-assignment provisions of any contract or lease entered into in the ordinary course of business; encumbrances or restrictions under any agreement listed on...

  • Page 334
    ...agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or similar Person; (xiii) encumbrances or restrictions on cash or other deposits or net worth... make payments on...

  • Page 335
    ...employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business... giving pro forma ...goods or the performance of services in the ordinary course of business; (l) Investments received in connection with the bankruptcy or reorganization of suppliers and customers...

  • Page 336
    ... Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after any applicable grace period therefor; (g) any event or condition occurs that results in...

  • Page 337
    ... allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000...

  • Page 338
    ... consent or at the request of the Required Lenders (or such other number or percentage of the ...report or other document delivered under or in connection with this Agreement or any other Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions...

  • Page 339
    ...which shall be a bank with an office in New York, New York, or an Affiliate of any such bank...information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement...

  • Page 340
    ...any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure...

  • Page 341
    ... a copy to: IAC/InterActive Corp 555 West 18 th Street New York, NY 10011 Gregg ...New York, New York 10179 Attention: Earl Dowling Telephone: (212) 270-6331 Fax: (917) 463-0141 (b) Notices, financial statements and similar...Agent and the applicable Lender. The ...limited to particular notices or communications. SECTION ...

  • Page 342
    ..., without the written consent of each Lender directly affected thereby, (iv) change Section 2.15 in a manner that would alter the pro rata distribution or sharing of payments required thereby or any provision requiring the pro rata funding of Loans, without the written consent of each Lender...

  • Page 343
    ... Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lead Arrangers, in connection with the syndication of the Revolving Facility and the preparation, execution, delivery and administration of this Agreement or any other Loan Document...

  • Page 344
    ... any Loan or the use of the proceeds thereof. (e) therefor. SECTION 9.05 Successors and Assigns . All amounts due under this Section shall be payable within ten (10) Business Days after written demand (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties...

  • Page 345
    ...an Approved Fund or, if an Event of Default has occurred and is...the Lead Arrangers or (ii) December 31, 2012; ...Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions... under this Agreement, provided that...recordation fee of $3,500 (which fee is ...

  • Page 346
    ...term " Approved Fund " means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed...processing and recordation fee referred to in ...

  • Page 347
    ... Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender...

  • Page 348
    ... Agent, any Lender, any Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United...

  • Page 349
    ... to keep such Information confidential), (b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise...

  • Page 350
    ... has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws. All information, including requests for waivers...

  • Page 351
    ...future credit facilities), in each case, on terms reasonably satisfactory to the relevant Issuing Bank in its sole discretion, or having ...this Agreement that in the good faith determination of the Administrative Agent is necessary to effectuate the incurrence of such Indebtedness. Upon request by...

  • Page 352
    ...services in connection therewith (including in connection...accept the terms, risks and conditions of ...the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading...

  • Page 353
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. IAC/INTERACTIVECORP By: /s/ Jeff Kip Name: Jeff Kip Officer Title: Executive Vice President and Chief Financial

  • Page 354
    JPMORGAN CHASE BANK, N.A., as Administrative Agent (including as Collateral Agent) and a Lender By: /s/ Peter B. Thauer Name: Peter B. Thauer Title: Executive Director

  • Page 355
    GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender By: /s/ Charles D. Johnston Name: Charles D. Johnston Title: Authorized Signatory

  • Page 356
    BANK OF AMERICA, N.A., as a Lender By: /s/ Jay D. Marquis Name: Jay D. Marquis Title: Director

  • Page 357
    BNP PARIBAS, as a Lender By: /s/ Barbara Nash Name: Barbara Nash Title: Managing Director By: /s/Gregory Paul Name: Gregory Paul Title: Managing Director

  • Page 358
    ROYAL BANK OF CANADA, as a Lender By: /s/ Alfonse Simone Name: Alfonse Simone Title: Authorized Signatory

  • Page 359
    PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Amishi Patel Name: Amishi Patel Title: Assistant Vice President

  • Page 360
    EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION Reference is made to the Credit Agreement, dated as of December 21, 2012, (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the " Credit Agreement "), among IAC/InterActiveCorp, (the " Borrower "), the Lenders ...

  • Page 361
    ...be released from its obligations under the Credit Agreement (but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.04. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have...

  • Page 362
    ... and Assumption with respect to the Credit Agreement, dated as of December 21, 2012, among IAC/InterActiveCorp (the "Borrower"), the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and the other parties thereto Name of Assignor: Name of Assignee: Effective Date of Assignment...

  • Page 363
    ...: JPMorgan Chase Bank, N.A., as Issuing Bank By: Name: Title: JPMorgan Chase Bank, N.A., as Swingline Lender By: Name: Title: [Consented to:] 2 IAC/InterActiveCorp By: Name: Title: 2 Signature block to be added only if the consent of the Borrower is required by the terms of the Credit Agreement

  • Page 364
    EXHIBIT B Provided under separate cover

  • Page 365
    Exhibit C SUBSIDIARY GUARANTEE AGREEMENT made by certain subsidiaries of IAC/INTERACTIVECORP in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent Dated as of December 21, 2012 C-1

  • Page 366
    ... to make their respective Loans to, the Issuing Banks to issue Letters of Credit for the account of, Cash Management Banks to provide Cash Management Services for, certain counterparties to enter into Specified Swap Agreements with, the Borrower or any Subsidiary Guarantor, as applicable, each...

  • Page 367
    ...time during the term of the Credit Agreement the Borrower may be free from any Obligations. (e) No payment made by ...share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit...

  • Page 368
    ...Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds...the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on... required pursuant to the terms of the Credit Agreement). Each Guarantor understands and...

  • Page 369
    ...no obligation to, make a similar demand on or ...similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 2.7 Payments and Application . Payments... terms reasonably satisfactory to the relevant Issuing ...

  • Page 370
    ... officers, directors, employees ...powers. The...request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement...make any inquiry respecting such authority. SECTION 4. MISCELLANEOUS 4.1 Amendments in Writing . None of the terms or provisions of this Agreement...

  • Page 371
    ... 4.9 Section Headings . The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction... OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 4.12 Submission to Jurisdiction;...

  • Page 372
    ... Agent, the Collateral Agent, any Lender, any Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court...

  • Page 373
    ... any party in accordance with Section 9.16 of the Credit Agreement. At the request and sole expense of any Guarantor following any such termination, ... shall reasonably request to evidence such termination. (b) Each Guarantor shall be released from its obligations hereunder in the event that such ...

  • Page 374
    IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. [GUARANTORS] By: Name: Title: C-11

  • Page 375
    ... or entities (the " Lenders ") parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in the Subsidiary Guarantee Agreement referred to below. WITNESSETH: WHEREAS, IAC/InterActiveCorp (the " Borrower "), the Lenders, the...

  • Page 376
    IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GUARANTOR] By: Name: Title: C-13

  • Page 377
    C-14

  • Page 378
    EXHIBIT D Provided under separate cover D-1

  • Page 379
    ... SECRETARY CERTIFICATE Pursuant to Section 4.01(c) of the Credit Agreement, dated as of December 21, 2012 (the " Credit Agreement "; terms defined therein being used herein as therein defined), among IAC/InterActiveCorp, a Delaware corporation (the " Borrower "), the Lenders party thereto from time...

  • Page 380
    IN WITNESS WHEREOF, the undersigned has hereunto set [his][her] name as of the date set forth below. [Credit Party] By: Name: Title: I, _____, [Title] of the Certifying Credit Party , do hereby... signature set forth above is his genuine signature. Dated: December __, 2012 By: _____ Name: Title: E-2

  • Page 381
    ..., together with copies of the financial statements referred to in Section 3.04 or 5.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Lender Supplement; (c) agrees that it has made...

  • Page 382
    The New Lender's address for notices for the purposes of the Credit Agreement is as follows Signature Page Follows] F-1-2

  • Page 383
    IN WITNESS WHEREOF, the undersigned has caused this New Lender Supplement to be executed and delivered as of the date first above written. [INSERT NAME OF LENDER] By: Name: Title: Accepted this ___ day of _____, 20__. IAC/INTERACTIVECORP By: Name: Title: Accepted this ___ day of _____, 20__. ...

  • Page 384
    ...Agreement referred to below Reference is hereby made to the Credit Agreement, dated as of December 21, 2012 (the " Credit Agreement "), among IAC/InterActiveCorp, a Delaware corporation... and any substantially concurrent use of the proceeds thereof and (ii) after giving pro forma effect thereto and to...

  • Page 385
    Incremental Revolving Commitment Amount [INSERT NAME OF LENDER] $ By: Name: Title: CONSENTED TO: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: F-2-2

  • Page 386
    ... certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing...

  • Page 387
    [Foreign Lender] By: Name: Title: [Address] Dated: _____, 20[ ] G-1-2

  • Page 388
    ... payments in connection with any Loan Document are effectively connected with the undersigned's or its applicable partners/members' conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a duly completed and executed Internal Revenue Service...

  • Page 389
    [Foreign Lender] By: Name: Title: [Address] Dated: _____, 20[ ] G-2-2

  • Page 390
    ... executed certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned...

  • Page 391
    [Foreign Participant] By: Name: Title: [Address] Dated: _____, 20[ ] G-3-2

  • Page 392
    ...(vi) no interest payments in connection with any Loan Document are effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a duly completed and executed Internal Revenue Service Form W-8IMY...

  • Page 393
    [Foreign Participant] By: Name: Title: [Address] Dated: _____, 20[ ] G-4-2

  • Page 394
    EXHIBIT H Provided under separate cover H-1

  • Page 395
    ... of IAC/INTERACTIVECORP, a Delaware corporation (the " Borrower "), DO HEREBY CERTIFY on behalf of the Borrower that: 1. This Certificate is furnished pursuant to Section 4.01(f) of the Credit Agreement, (as in effect on the date of this Certificate) (the capitalized terms defined therein being used...

  • Page 396
    IN WITNESS WHEREOF, I have hereunto set my hand this _____th day of IAC/INTERACTIVECORP By: Name: Title: Chief Financial Officer

  • Page 397
    ...CityGrid Media, LLC ...CollegeHumor Press LLC ...Comedy News Ventures, Inc...Connect, LLC ...Connected Ventures, LLC ...ConsumerSearch, Inc...CraftJack Inc...CrowdedRoom LLC ...CV Acquisition Corp...Daily Burn, Inc...DatingDirect.com Limited ...Diamant Production Services, LLC ...Dictionary.com, LLC...

  • Page 398
    ...Ltd...IAC Search & Media B.V...IAC Search & Media Deutschland GmbH ...IAC Search & Media Europe Limited ...IAC Search & Media Hong Kong, Limited ...IAC Search & Media International, Inc...IAC Search & Media Massachusetts, Inc...IAC Search & Media Technologies Limited ...IAC Search & Media UK Limited...

  • Page 399

  • Page 400
    Match.com Canada Ltd...Match.com Europe Limited ...Match.com Events LLC ...Match.com Global Investments SARL ...Match.com Global Services Limited ...Match.com HK Limited ...Match.com International Holdings, Inc...Match.com International Ltd...Match.com Investments, Inc...Match.com Japan KK ...Match....

  • Page 401

  • Page 402
    ...Styleclick.com Enterprises Inc...TanningNearYou.com, LLC ...Targeted Media Solutions LLC ...TDB Holdings, Inc...The IAC Foundation, Inc...The Newsweek/Daily Beast Company LLC ...TMC Realty, L.L.C...Triple Threat Marketing, LLC ...Trustic, Inc...Tutor.com, Inc...TVRepairMan.com, LLC ...uDate.com Ltd...

  • Page 403
    ... in this Annual Report (Form 10-K) for the year ended December 31, 2012. COMMISSION FILE NO.: Form S-8, No. 333-127410 Form S-8, No. 333-127411 Form S-4, No. 333-124303 Form S-8, No. 333-146940 Form S-8, No. 333-154875 Form S-8, No. 333-174538 /s/ ERNST & YOUNG LLP New York, New York March 1, 2013

  • Page 404
    ..., summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ GREGORY R. BLATT Gregory R. Blatt Chief Executive Officer b) Dated: March...

  • Page 405
    ...'s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ BARRY DILLER Barry Diller Chairman and...

  • Page 406
    ... financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ JEFFREY W. KIP Jeffrey W. Kip Executive Vice President and Chief Financial Officer b) Dated...

  • Page 407
    ... Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp. /s/ GREGORY R. BLATT Gregory R. Blatt Chief Executive Officer (2) Dated: March 1, 2013

  • Page 408
    ...my knowledge: (1) the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 of IAC/InterActiveCorp (the "Report") which this statement accompanies... information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/...

  • Page 409
    ...my knowledge: (1) the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 of IAC/InterActiveCorp (the "Report") which this statement accompanies... information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/...