ServiceMagic 2012 Annual Report Download - page 258

CREDIT AGREEMENT, dated as of December 21, 2012 (as amended, restated, extended, supplemented or
otherwise modified from time to time, this “ Agreement ”), among IAC/INTERACTIVECORP, a Delaware corporation (the “
Borrower ”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the
Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “ Administrative Agent ”) and as
an Issuing Bank.
The parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01
Defined Terms . As used in this Agreement, the following terms have the meanings specified
below:
“ ABR ,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
“ Act ” has the meaning assigned to such term in Section 9.15.
“ Adjustment Date ” has the meaning assigned to such term in the definition of “Pricing Grid.”
“ Administrative Agent ” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity
as administrative agent for the Lenders hereunder and, as applicable (including, for the avoidance of doubt, each reference to the
Administrative Agent in Article VIII), as Collateral Agent, together with any successors in such capacities.
“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative
Agent.
“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“ Affiliated Persons ” mean, with respect to any specified Person, (a) such specified Person’s parents, spouse,
siblings, descendants, step children, step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees
and devisees of such specified Person and each of the Persons referred to in clause (a), and (c) any company, partnership, trust or
other entity or investment vehicle Controlled by any of the Persons referred to in clause (a) or (b) or the holdings of which are for
the primary benefit of any of such Persons.
“ Agent Party ” means the Administrative Agent, the Issuing Bank or any other Lender.
“ Aggregate Exposure ” means, with respect to any Lender at any time, the amount of such Lender’s Revolving
Commitment then in effect or, if such Revolving Commitment has been terminated, such Lender’s Outstanding Revolving Credit.