1 Exhibit 1.1 LENDINGTREE, INC. (a Delaware corporation) ____ Shares of Common Stock PURCHASE AGREEMENT Dated: February , 2000 2 TABLE OF CONTENTSPurchase Agreement • February 10th, 2000 • Lendingtree Inc • Services-business services, nec • New York
EXHIBIT 1Voting Agreement • May 8th, 2003 • Lendingtree Inc • Services-business services, nec • Delaware
1 EXHIBIT 10.4 AMENDED AND RESTATED PLEDGE AGREEMENT Dated as of August 14, 2001Pledge Agreement • August 14th, 2001 • Lendingtree Inc • Services-business services, nec • New York
1 EXHIBIT 10.1 LENDINGTREE, INC. SECURITIES PURCHASE AGREEMENT SEPTEMBER 29, 2000 TABLE OF CONTENTSSecurities Purchase Agreement • October 12th, 2000 • Lendingtree Inc • Services-business services, nec • New York
BY AND AMONGAsset Purchase Agreement • August 14th, 2000 • Lendingtree Inc • Services-business services, nec • California
EXHIBIT 4.2 RIGHTS AGREEMENTRights Agreement • June 14th, 2001 • Lendingtree Inc • Services-business services, nec • Delaware
September 24, 2001 Douglas R. Lebda 11115 Rushmore Drive Charlotte, NC 28277 Re: Company Loans Dear Sir: We refer to (i) the Amended and Restated Promissory Note, dated as of August 14, 2001 (as amended, modified and supplemented from time to time,...Promissory Note • November 14th, 2001 • Lendingtree Inc • Services-business services, nec
We refer to (i) the Amended and Restated Promissory Note, dated as of August 14, 2001 (as amended, modified and supplemented from time to time, the "Note") by Douglas R. Lebda in favor of LendingTree, Inc. (the "Company"), and (ii) the Amended and Restated Pledge Agreement, dated as of August 14, 2001 (as amended, modified and supplemented from time to time, the "Pledge Agreement") among Mr. Lebda and the Company. Capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Note and the Pledge Agreement, as applicable.
AGREEMENTSeparation Agreement • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec • North Carolina
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT dated as of March 7, 2001Registration Rights Agreement • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec • New York
EMPLOYMENT AGREEMENT BETWEEN LENDINGTREE, INC. AND DOUGLAS R. LEBDAEmployment Agreement • January 11th, 2000 • Lendingtree Inc • Services-business services, nec • Delaware
1 Exhibit 10.3 AMENDED AND RESTATED PLEDGE AGREEMENT Dated as of March 7, 2001Pledge Agreement • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec • New York
ARTICLE 1Common Stock Purchase Agreement • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec • New York
ARTICLE II Representations and Warranties of SellerSecurities Purchase Agreement • November 13th, 2002 • Lendingtree Inc • Services-business services, nec • New York
EXHIBIT 10.2 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of November 7, 2000, is made by DAVID ANDERSON (the "Pledgor"), for the benefit of LENDINGTREE, INC. (the "Creditor"). STATEMENT OF PURPOSE Pursuant to...Stock Pledge Agreement • November 14th, 2000 • Lendingtree Inc • Services-business services, nec
Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring...Rights Agreement • January 27th, 2000 • Lendingtree Inc • Services-business services, nec
1 EXHIBIT 10.2 REVOLVING CREDIT NOTERevolving Credit Note • July 26th, 2001 • Lendingtree Inc • Services-business services, nec
Exhibit 10.4 CREDIT AGREEMENTCredit Agreement • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec • New York
VOTING AGREEMENTVoting Agreement • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec • New York
USI CONSULTING GROUP NON-STANDARDIZED 401(K) PROFIT SHARING PLAN AND TRUSTAdoption Agreement • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec
1 EXHIBIT 10.16 LENDINGTREE, INC. WARRANT PURCHASE AGREEMENT JANUARY 14, 2000 TABLE OF CONTENTSWarrant Purchase Agreement • January 18th, 2000 • Lendingtree Inc • Services-business services, nec • New York
1 Exhibit 10.23 LOANTRADER, INC. F/K/A DENOVONET, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT DATED FEBRUARY 1, 2000 2 TABLE OF CONTENTSSeries a Preferred Stock Purchase Agreement • February 10th, 2000 • Lendingtree Inc • Services-business services, nec • California
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE ISSUERSubscription Agreement • April 17th, 2002 • Lendingtree Inc • Services-business services, nec • New York
ARTICLE I DEFINITIONSRevolving Credit Facility • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE ISSUERSubscription Agreement • April 17th, 2002 • Lendingtree Inc • Services-business services, nec • New York
ARTICLE I PURPOSESEmployment Continuity Agreement • March 12th, 2003 • Lendingtree Inc • Services-business services, nec • Delaware
2 3 The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s)...Common Stock Warrant Agreement • January 11th, 2000 • Lendingtree Inc • Services-business services, nec • Delaware
1 EXHIBIT 10.15 CO-BRANDED SITE AGREEMENT This Co-Branded Site Agreement (this "Agreement") is entered into as of January 14, 2000 (the "Effective Date") by and between LendingTree, Inc. ("LendingTree"), a Delaware corporation, and CNBC.com LLC...Co-Branded Site Agreement • February 15th, 2000 • Lendingtree Inc • Services-business services, nec • New York
WITNESSETH:Internet Marketing and Licensing Agreement • February 10th, 2000 • Lendingtree Inc • Services-business services, nec • New York
BETWEENLoan and Security Agreement • July 26th, 2001 • Lendingtree Inc • Services-business services, nec • North Carolina
AGREEMENT AND PLAN OF MERGER By and Among USA INTERACTIVE, FOREST MERGER CORP. and LENDINGTREE, INC.Merger Agreement • May 6th, 2003 • Lendingtree Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 5, 2003 (this “Agreement”), by and among USA Interactive, a Delaware corporation (“Parent”), Forest Merger Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and LendingTree, Inc., a Delaware corporation (the “Company”) (collectively, the “Parties”).
PREFERRED STOCKSeries a 8% Convertible Preferred Stock Purchase Agreement • March 22nd, 2001 • Lendingtree Inc • Services-business services, nec • New York
1 FORM OF PROMISSORY NOTE EXHIBIT 10.21Promissory Note • February 10th, 2000 • Lendingtree Inc • Services-business services, nec • New York
RECITALSTemporary Employment & Severance Agreement • August 14th, 2000 • Lendingtree Inc • Services-business services, nec • North Carolina
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • May 14th, 2003 • Lendingtree Inc • Services-business services, nec • Delaware
This Amendment (this “Amendment”) is made and entered into as of May 5, 2003, by and between LendingTree, Inc. (the “Company”), a Delaware corporation, and Wachovia Bank, National Association, formerly known as First Union National Bank (“Agent”).
August 23, 2002Termination of Revolving Credit Facility • November 15th, 2002 • Lendingtree Inc • Services-business services, nec
Re: Termination of Revolving Credit Facility dated as of March 7, 2001 (the “Credit Agreement”) by and between LendingTree, Inc. (the “Borrower”) and the Federal Home Loan Mortgage Corporation
