ServiceMagic 2012 Annual Report Download - page 156

S-22
“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked 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 Day preceding such redemption date.
“ refinance ” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
“ Refinancing Indebtedness ”
means Indebtedness of the Issuer or a Restricted Subsidiary incurred in exchange for,
or the proceeds of which are used to redeem or refinance in whole or in part, any Indebtedness of the Issuer or any Restricted
Subsidiary (the “ Refinanced Indebtedness ”); provided that:
(1) the principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Refinancing
Indebtedness does not exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness
plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to the holders of the
Refinanced Indebtedness and expenses incurred in connection with the incurrence of the Refinancing Indebtedness;
(2) the obligor of Refinancing Indebtedness does not include any Person (other than the Issuer or any Restricted
Subsidiary) that is not an obligor of the Refinanced Indebtedness;
(3) if the Refinanced Indebtedness was subordinated in right of payment to the Notes or the Note Guarantees, as
the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Notes or the
Note Guarantees, as the case may be, at least to the same extent as the Refinanced Indebtedness;
(4) the Refinancing Indebtedness has a final stated maturity either (a) no earlier than the Refinanced Indebtedness
being redeemed or refinanced or (b) after the final maturity date of the Notes; and
(5) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the final
maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred
that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being
redeemed or refinanced that is scheduled to mature on or prior to the final maturity date of the Notes; provided that
Refinancing Indebtedness in respect of Refinanced Indebtedness that has no amortization may provide for amortization
installments, sinking fund payments, senior maturity dates or other required payments of principal of up to 1% of the
aggregate principal amount per annum.
“ Registration Rights Agreement ” means the Registration Rights Agreement dated the Issue Date, among the
Issuer, the Guarantors and J.P. Morgan Securities LLC, as representative of the Initial Purchasers.
“ Regulation S ” means Regulation S promulgated under the Securities Act.
“ Regulation S Notes ” means all Notes offered and sold outside the United States in reliance on Regulation S.