ServiceMagic 2012 Annual Report Download - page 239

[FORM OF REVERSE OF GLOBAL EXCHANGE 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 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 June 15, 2013. 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 4.75% per annum.
2. Method of Payment . The Company shall pay interest hereon (except defaulted interest) 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 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 the Exchange Notes referred to
in 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”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture
subsequent to December 21, 2012 (the “Additional Notes”). The Initial Notes, the Additional Notes and the Exchange Notes shall
be considered collectively as a single class for all purposes of the Indenture. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-
77bbbb), as
amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a
statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the
Indenture.
5. Mandatory Redemption
. Except as set forth in paragraph 8 below, the Company shall not be required to make
mandatory redemption payments with respect to the Notes.
6. Optional Redemption . Except as set forth below, the Issuer will not be entitled to redeem the Notes at its
option.
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