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Entry into a Material Definitive

Amendment to the IAC Credit Agreement

On October7, 2015,IAC/InterActiveCorp (the Company) amended and restated its Credit Agreement, dated as of December21, 2012, among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (as amended and restated, the IAC Credit Agreement). The IAC Credit Agreement provides for a five-year $300 million revolving facility. The proceeds of any loans made under the IAC Credit Agreement can be used for general corporate purposes.

Borrowings under the IAC Credit Agreement bear interest, at the Companys option, at either: (i)a base rate or (ii)LIBOR, in each case, plus an applicable margin. The applicable margin on loans made under the Revolv ing Facility is determined by reference to a pricing grid based on the Companys consolidated leverage ratio.

The IAC Credit Agreement contains certain covenants that restrict the ability of the Company and certain of its subsidiaries to take specified actions, including, among other things and subject to certain significant exceptions: (i)creating liens; (ii)incurring indebtedness; (iii)making investments and acquisitions; (iv)engaging in mergers, dissolutions and other fundamental changes; (v)making dispositions; (vi)making restricted payments, including dividends; (vii)consummating transactions with affiliates; (viii)entering into sale-leaseback transactions; (ix)placing restrictions on distributions from subsidiaries; and (x)changing the fiscal year. The IAC Credit Agreement also contains customary affirmative covenants and events of default. The covenants contain exceptions designed to permit the previously-announced intention to pursue a public offering of the common stock of IACs wholly owned subsidiary The Match Group,Inc. (Match and the potential offering, the Match IPO).

The obligations under the IAC Credit Agreement are guaranteed by certain of the Companys subsidiaries (the IAC Subsidiary Guarantors) pursuant to a Subsidiary Guarantee Agreement, dated as of December21, 2012, as reaffirmed and amended on October7, 2015, by the IAC Subsidiary Guarantors in favor of JPMorgan...


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