ServiceMagic 2012 Annual Report Download - page 366

SUBSIDIARY GUARANTEE AGREEMENT
SUBSIDIARY GUARANTEE AGREEMENT, dated as of December 21, 2012, made by each of the signatories
hereto (together with any other entity that may become a party hereto as provided herein, the “ Guarantors ”; provided that no
Excluded Subsidiary shall be required to be a party hereto), in favor of JPMorgan Chase Bank, N.A., as collateral agent (in such
capacity, the “ Collateral Agent ”) for the Secured Parties in connection with the Credit Agreement, dated as of December 21, 2012
(as amended, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “ Credit
Agreement ”), among IAC/InterActiveCorp (the “ Borrower ”), the banks and other financial institutions or entities parties thereto
as “Lenders” (the “ Lenders ”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent
”), and certain other parties.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to
the Borrower upon the terms and subject to the conditions set forth therein;
WHEREAS, each Guarantor is a subsidiary of the Borrower;
WHEREAS, each Guarantor will derive substantial direct and indirect benefit from the making or maintaining of
the extensions of credit under the Credit Agreement; and
WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of
credit to the Borrower under the Credit Agreement that the Guarantors shall have executed and delivered this Agreement to the
Collateral Agent for the ratable benefit of the Secured Parties.
NOW, THEREFORE in consideration of the premises and to induce the Administrative Agent and the Lenders to
enter into the Credit Agreement and to induce the Lenders 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 Guarantor hereby agrees with the
Collateral Agent, for the ratable benefit of the Secured Parties, as follows:
SECTION 1. DEFINED TERMS
1.1 Definitions . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
(b) The following terms shall have the following meanings:
“ Agreement ”: this Subsidiary Guarantee Agreement, as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time.
“ Funding Office ”: the office of the Collateral Agent specified in Section 4.2 or such other office as may be
specified from time to time by the Collateral Agent as its funding office by written notice to the Borrower and the Lenders.
“ Termination Date ”: the date when all Obligations (other than (x) (i) Cash Management Obligations and (ii)
Obligations under Specified Swap Agreements not yet due and payable, and (y)
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