ServiceMagic 2012 Annual Report Download - page 384

EXHIBIT F-
2
FORM OF INCREMENTAL REVOLVING COMMITMENT ACTIVATION NOTICE
To: JPMorgan Chase Bank, N.A.,
as Administrative Agent under the Credit Agreement referred to below
Reference is hereby made 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. Terms defined in the Credit
Agreement shall have their defined meanings when used herein.
This notice is an Incremental Revolving Commitment Activation Notice referred to in the Credit Agreement, and
the Borrower and each of the Lenders party hereto hereby notify you that:
The undersigned Financial Officer of the Borrower certifies on behalf of the Borrower that (i) no Default is in
existence on the date hereof or will be in existence after giving pro forma effect to the Incremental Revolving Commitments to be
made pursuant to t his Incremental Revolving Commitment Activation Notice and any substantially concurrent use of the proceeds
thereof and (ii) after giving pro forma effect thereto and to any concurrent transactions, the Consolidated Leverage Ratio will be
less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10 of
the Credit Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Incremental Revolving Commitment Activation
Notice this ___ day of ___________, 20__.
IAC/INTERACTIVECORP
By: Name:
Title:
F-2-1
1. Each Lender party hereto agrees to make Revolving Loans up to its Incremental Revolving Commitment set forth
opposite such Lender’s name below under the caption “Incremental Revolving Commitment Amount.”
2.
The Incremental Revolving Commitment Closing Date is ___________, 20__.