ServiceMagic 2012 Annual Report Download - page 135

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INDENTURE, dated as of December 21, 2012, among IAC/INTERACTIVECORP, a Delaware corporation, as
issuer (the “ Issuer ”), the Guarantors (as hereinafter defined) party hereto from time to time and COMPUTERSHARE TRUST
COMPANY, N.A., as trustee (the “ Trustee ”).
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01 Definitions .
“ Acquired Indebtedness ” means (1) with respect to any Person that becomes a Restricted Subsidiary after the
Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that
was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with respect to
the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary) existing at
the time such Person is merged with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer
or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was
not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition.
“ Additional Interest ” means all additional interest then owing pursuant to the Registration Rights Agreement.
“ Additional Notes ” means an unlimited principal amount of Notes having identical terms and conditions to the
Notes issued pursuant to Article Two and in compliance with Section 4.06 and Section 4.10, except for issue date, issue price and
first interest payment date.
“ Adjusted Treasury Rate ” means, with respect to any Redemption Date (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published statistical release designated
“H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. Any weekly average yields
calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded
upward.