[LendingTree Letterhead]
September 24, 2001
Xxxxxxx X. Xxxxx
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
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, the "Note") by Xxxxxxx X. Xxxxx 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 Xx. Xxxxx 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.
The Company and Xx. Xxxxx desire hereby to correct a
computational error in the stated principal amount of the Loan evidenced by the
Note and secured by the provisions of the Pledge Agreement. Notwithstanding any
provisions to the contrary in either the Note or the Pledge Agreement, the
undersigned hereby agree and acknowledge the principal amount of the Loan, as of
August 14, 2001, to be $2,528,219 (the "Corrected Principal Amount"). All
references to the principal amount of the Loan in Note and the Pledge Agreement
shall be deemed to refer to the Corrected Principal Amount. The undersigned
further agree that the principal payment due on the June 30, 2006 shall be in
the amount of $878,220 and that Schedule 1 to the Note is deemed to be so
modified.
This letter shall be governed by, and construed in accordance
with, the internal laws of the State of New York. This letter, together with the
Note and the Pledge Agreement, is intended by the parties as the final
expression of their agreement regarding the subject matter hereof and as a
complete and exclusive statement of the terms and conditions of such agreement.
This letter may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute one and the same instrument. Delivery of an executed counterpart of a
signature page of this letter by facsimile transmission shall be as effective as
delivery of a manually signed counterpart hereof.
If the foregoing correctly sets forth our understanding,
please indicate your acceptance of the terms hereof by signing in the
appropriate spaces below and returning to us the enclosed duplicate originals
hereof, whereupon this letter agreement shall become a binding agreement among
us.
Very truly yours,
LENDINGTREE, INC.
By:____________________________
Name:
Title:
ACKNOWLEDGED, CONSENTED AND AGREED:
XXXXXXX X. XXXXX
___________________________________
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