t's ok Sultan 8 December 2009 Emirates NBD Post Box 177 Dubai United Arab Emirates Dear Sirs Seven Tides Ltd - Term Loan Facility I refer to the Term Loan Facility availed from the syndicate of banks led by you and also a letter received from a participant bank, Abu Dhabi Commercial Bank, dated 29 September20

t's ok Sultan 8 December 2OO9 Emirates NBD Post Box 177 Dubai United Arab Emirates Dear Sirs Seven Tides Ltd - Term Loan Facility I refer to the Term Loan Facility availed from the syndicate of banks led by you and also a letter received from a participant bank, Abu Dhabi Commercial Bank, dated 29 September20

0 million revolving credit facility, or the Revolving Credit Facility. We currently expect to enter a seven-year $800 million term loan facility, or the Term Loan Facility, under the Credit Agreement. On October 16, 2015. we commenced a private exchange offer to eligible holders to exchange any and all of $500 million

ted balance sheet and statement of operations after giving effect to the PlentyOfFish acquisition, the issuance of the Match Notes, borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions. The pro forma f

information under combined balance sheet information gives effect to the PlentyOfFish acquisition, the issuance of the Match Notes. borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions as If each had o

ndebtedness, Including secured Indebtedness. On a pro forma basis giving effect to the acquisition of PlentyOfFish, the issuance of the Match Notes, the Term Loan Facility, this offering and the related http-lvdvmsec.gov:An:lives Aatz1575189,000104746915006431 12226458"-la.limil I I .9"2013 911:17 Ahfl CONFIDENTIAL -

s and assuming the (i) full $500 million under the Revolving Credit Facility is drawn down and (ii) $800 million in borrowings are outstanding under the Term Loan Facility, each quarter point change in interest rates would result in a $3.25 million change in annual interest expense on indebtedness under the Credit Agre

an actual basis: and on a pro forma basis after giving effect to the acquisition of Rlenty0IFish, the issuance of the Match Notes, borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions. You should rea

bution from IAC, as well as the exchange of $443.5 million in Match Notes for IAC 2022 Notes and the application of the proceeds of borrowings under the Term Loan Facility. which includes a distribution of $575.5 million to IAC, our pro forma net book value per share was $1.36. As of September 30. 2015. after giving pr

ts as additional information becomes available and additional analyses are performed, and each further adjustment may be material. The Match Notes, the Term Loan Facility and use of proceeds The pro forma information has been prepared assuming: $443.5 million of Match Notes are issued; $800.0 million of borrowings u

, 2014 and nine months ended September 30. 2014 and 2015 presents the acquisition of Plenty0fFish, the issuance of the Match Notes, borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions as if each had b

0 and a minimum interest coverage ratio of no less than 2.50 to 1.00. in each case as of the end of each fiscal quarter. After the establishment of the Term Loan Facility and while the Term Loan Facility remains outstanding, certain covenants under the Credit Agreement are expected to be more restrictive than the cove

ner & Smith Incorporated, Deutsche Bank Secunties Inc. and BNP Paribas Securities Corp. will act as joint lead arrangers and joint bookrunners under the Term Loan Facility. Additionally. J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Panbas Securities Corp.. BMO Capital Markets Corp

009 2:00:20 PM 8 December 2009 Emirates NBD Post Box 177 Dubai United Arab Emirates Dear Sirs Seven Tides Ltd - Term Loan Facility I refer to the Term Loan Facility availed from the syndicate of banks led by you and also a letter received from a participant bank, Abu Dhabi Commercial Bank, dated 29 September20

t's ok Sultan 8 December 2009 Emirates NBD Post Box 177 Dubai United Arab Emirates Dear Sirs Seven Tides Ltd - Term Loan Facility I refer to the Term Loan Facility availed from the syndicate of banks led by you and also a letter received from a participant bank, Abu Dhabi Commercial Bank, dated 29 September20