ServiceMagic 2012 Annual Report Download - page 381

EXHIBIT F-
1
FORM OF NEW LENDER SUPPLEMENT
NEW LENDER SUPPLEMENT, dated as of ____________ , 20__ (this “ Supplement ”), among the Borrower (as
defined below), the Administrative Agent (as defined below) and ____________, as a new Lender (the “ New Lender ”), with
respect to the Credit Agreement, dated as of December 21, 2012 (the “ Credit Agreement ”), among IAC/InterActiveCorp, a
Delaware corporation (the “ Borrower ”), the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “ Administrative Agent ”), and certain other parties. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Credit Agreement provides in Section 2.02(c) thereof that any bank, financial institution or other
entity may become a party to the Credit Agreement with the consent of the Borrower and the Administrative Agent (which consent
shall not be unreasonably withheld) in connection with a transaction described in Section 2.02(a) thereof by executing a supplement
to the Credit Agreement in substantially the form of this Supplement; and
WHEREAS, the undersigned now desires to become a party to the Credit Agreement as a Lender thereunder;
NOW, THEREFORE, the undersigned hereby agrees as follows:
The New Lender agrees to be bound by the provisions of the Credit Agreement, and agrees that it shall, on the date
that this Supplement is accepted by the Borrower and the Administrative Agent, become a Lender for all purposes of the Credit
Agreement to the same extent as if originally a party thereto, with an Incremental Revolving Commitment in an aggregate principal
amount of $____________.
The New Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms
that it has received a copy of the Credit Agreement and each other Credit Document existing as of the date of this Supplement,
together with copies of the financial statements referred to in Section 3.04 or 5.01 of the Credit Agreement and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Lender
Supplement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or Collateral
Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished
pursuant hereto or thereto; (d) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such
action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or
any other instrument or document furnished pursuant hereto or thereto as are delegated to such agent by the terms thereof, together
with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and each
of the other Credit Documents and will perform in accordance with their terms all the obligations which by the terms of the Credit
Agreement and the Loan Documents are required to be performed by it as a Lender.
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