ServiceMagic 2012 Annual Report Download - page 158

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“ Rule 144A Notes ” means all Notes offered and sold to QIBs in reliance on Rule 144A.
“ SEC ” means the U.S. Securities and Exchange Commission.
“ Secured Indebtedness ” means all Indebtedness that is (x) for borrowed money or a Capitalized Lease Obligation
and (y) secured by a Lien on property or assets of the Issuer and its Restricted Subsidiaries.
“ Secured Leverage Ratio ” means, at any date, the ratio of (i) Secured Indebtedness of the Issuer and its Restricted
Subsidiaries as of such date of calculation (as set forth on the balance sheet and determined on a consolidated basis in accordance
with GAAP) to (ii) Consolidated Cash Flow during the most recent four consecutive full fiscal quarters for which financial
statements are available ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated
Leverage Ratio, in each case with such pro forma adjustments to the amount of “Indebtedness” and “Consolidated Cash Flow” as
are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Cash Flow”
and
“Consolidated Leverage Ratio”; provided that the Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee to
treat all or any portion of any revolving commitment under any Indebtedness as being incurred and outstanding at such time and for
so long as such revolving commitments remain outstanding (regardless of whether then drawn), in which case any subsequent
incurrence of Indebtedness under such revolving commitment shall not be deemed, for purposes of this calculation, to be an
incurrence at such subsequent time.
“ Securities Act ” means the U.S. Securities Act of 1933, as amended.
“ Shelf Registration Statement ” has the meaning set forth in the Registration Rights Agreement.
“ Significant Subsidiary ” means (1) any Restricted Subsidiary that would be a “significant subsidiary” as defined
in Regulation S1X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any
Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries
and as to which any event described in clause (7) or (8) under Section 6.01 has occurred and is continuing, would constitute a
Significant Subsidiary under clause (1) of this definition.
“ Standard & Poor’s ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.
and any successor to its rating agency business.
“ Subordinated Indebtedness ” means Indebtedness of the Issuer or any Restricted Subsidiary that 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 (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors thereof is at the time owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of such Person (or a combination thereof); and