ServiceMagic 2012 Annual Report Download - page 148

S-14
(4) all 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 Obligations of such Person;
(6) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) a Lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person;
(7) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that
Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the Issuer’s Subsidiaries shall only be
counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis; and
(8) all obligations of such Person under conditional sale or other title retention agreements relating to assets
purchased by such Person (excluding obligations arising from inventory transactions in the ordinary course of business).
The amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof
as of any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as
described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of
clause (6), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the
date that the Lien attaches and (b) the amount of the Indebtedness secured.
“ Indenture ” means this Indenture as amended, restated or supplemented from time to time.
“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Issuer.
“ Initial Notes ” means the 4.75% Senior Notes due 2022 issued on the Issue Date.
“ Initial Purchasers ” means (1) with respect to the Notes issued on the Issue Date, J.P. Morgan Securities LLC,
Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., PNC Capital Markets
LLC and RBC Capital Markets, LLC and (2) with respect to each issuance of Additional Notes, the Persons purchasing such
Additional Notes under the related Purchase Agreement.
“ interest ” means, with respect to the Notes, interest on the Notes (including Additional Interest, if any).
“ Interest Payment Dates ” means each June 15 and December 15, commencing June 15, 2013.
“ 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.