NOTES EXCHANGE AND CONSENT AGREEMENTNotes Exchange and Consent Agreement • August 6th, 2008 • Iac/Interactivecorp • Retail-retail stores, nec • New York
IAC/InterActiveCorp, a Delaware corporation (“IAC”) has, pursuant to an Indenture, dated as of December 16, 2002 (the “IAC Notes Indenture”), among IAC (formerly known as USA Interactive), as Issuer, USANi LLC, as Guarantor, and The Bank of New York (as successor to JPMorgan Chase Bank), as Trustee (the “Trustee”) issued $750 million aggregate principal amount of 7% Senior Notes due 2013 (the “IAC Notes”), of which $750 million aggregate principal amount is currently outstanding. IAC has commenced a tender offer to purchase any and all of the outstanding IAC Notes on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 11, 2008 and the related Letter of Transmittal and Consent, which, as amended through the date hereof, together constitute the “Offer,” and in connection therewith is soliciting consents from the holders of the IAC Notes to certain proposed amendments to the IAC Notes Indenture and the IAC Notes as set f
