USA INTERACTIVE $750,000,000 7.00% Senior Notes due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTUsani LLC • January 24th, 2003 • Television broadcasting stations • New York
USA Interactive, a Delaware corporation (the "Issuer") proposes to issue and sell, and USANi LLC, a limited liability company organized under the laws of the state of Delaware ("USANi LLC"), (the "Guarantor") proposes to unconditionally guarantee until 63/4% notes due 2005 co-issued by the Issuer and the Guarantor are no longer outstanding or the Guarantor's obligations with respect to such notes have been discharged or defeased (the "Guarantee"), and Lehman Brothers Inc. and J.P. Morgan Securities Inc. (collectively, the "Initial Purchasers"), propose to buy, upon the terms and subject to the conditions set forth in a purchase agreement dated December 11, 2002 (the "Purchase Agreement"), $750,000,000 aggregate principal amount of 7.00% Senior Notes due 2013 (the "Notes" and, together with the Guarantee, the "Securities"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
USA INTERACTIVE, as Issuer USANi LLC, as Guarantor AND JPMORGAN CHASE BANK, as Trustee 7.00% Senior Notes Due 2013Usani LLC • January 24th, 2003 • Television broadcasting stations • New York
INDENTURE, dated as of December 16, 2002, among USA Interactive, a Delaware corporation (the "Issuer"), USANi LLC, a limited liability company organized under the laws of the state of Delaware (the "Guarantor"), and JPMorgan Chase Bank, a New York banking corporation, as trustee (the "Trustee").
