ServiceMagic 2012 Annual Report Download - page 224

[FORM OF REVERSE OF GLOBAL INITIAL NOTE]
IAC/INTERACTIVECORP
4.75% SENIOR NOTE DUE 2022
1. Interest .
IAC/INTERACTIVECORP, a Delaware corporation (the “ Company ”), promises to pay, until the principal hereof
is paid or made available for payment, interest (including Additional Interest, if any) on the principal amount set forth on the face
hereof at a rate of 4.75% per annum. Interest hereon shall accrue from and including the most recent date to which interest has been
paid or, if no interest has been paid, from and including December 21, 2012 to but excluding the date on which interest is paid.
Interest shall be payable in arrears on each June 15 and December 15 commencing on each June 15, 2013. Interest (including
Additional Interest) shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on
overdue principal and on overdue interest (to the full extent permitted by law) at a rate of 4.75% per annum.
In addition to the rights provided to Holders of the Notes under the Indenture, Holders of Registrable Notes (as
defined in the Registration Rights Agreement) shall have all rights set forth in the Registration Rights Agreement, dated as of
December 21, 2012, among the Company, the Guarantors named therein and the other parties named on the signature pages thereto
(the “Registration Rights Agreement”), including the right to receive Additional Interest pursuant to the Registration Rights
Agreement in certain circumstances. If applicable, Additional Interest payable pursuant to the Registration Rights Agreement shall
be paid to the same Persons, in the same manner and at the same times as regular interest.
2. Method of Payment . The Company shall pay interest hereon (except defaulted interest) and Additional
Interest, if any, to the Persons who are registered Holders at the close of business on June 1 or December 1 next preceding the
interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company (through the Paying Agent) shall pay principal and interest (including Additional Interest, if 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 by wire transfer of immediately available funds to the account specified in those instructions.
Otherwise, payments on this Note shall be made at the office or agency of the Paying Agent unless the Company elects to make
interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.
3. Paying Agent and Registrar . Initially, Computershare Trust Company, N.A., a national banking association
(the “ Trustee ”), shall act as a Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar
or co-registrar without notice. The Company or any of its Affiliates may act as Paying Agent or Registrar.
4. Indenture . The Company issued the Notes under an Indenture dated as of December 21, 2012 (the “
Indenture
”) among the Company, the Guarantors (as defined in the Indenture) and the Trustee. This is one of an issue of Notes of the
Company issued, or to be issued, under the Indenture. The Notes include (i) $500,000,000 aggregate principal amount of the
Company’s 4.75% Senior Notes due 2022 (the “ Initial Notes ”), (ii) if and when issued, additional Notes that may be issued
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