Tree.com, Inc. Sample Contracts

LENDINGTREE, INC. (a Delaware corporation) 850,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 5, 2015
Underwriting Agreement • November 12th, 2015 • LendingTree, Inc. • Loan brokers • New York
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LENDINGTREE, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 24, 2020 0.50% Convertible Senior Notes due 2025
Indenture • July 24th, 2020 • LendingTree, Inc. • Loan brokers • New York

INDENTURE dated as of July 24, 2020 between LENDINGTREE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in ‎Section 1.01).

SECOND aMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 13th, 2019 • LendingTree, Inc. • Loan brokers • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2019, by and among LENDINGTREE, LLC, a Delaware limited liability company (the “Borrower”), LENDINGTREE, INC., a Delaware corporation (“Parent”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and TRUIST BANK, successor by merger to SunTrust Bank, in its capacity as administrative agent for itself and the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).

LENDINGTREE, INC. (a Delaware corporation) 2,955,984 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2020 • LendingTree, Inc. • Loan brokers • New York
CREDIT AGREEMENT dated as of September 15, 2021, among LENDINGTREE, INC., The Lenders and Issuing Banks Party Hereto, and TRUIST BANK, as Administrative Agent and Collateral Agent TRUIST SECURITIES, INC. and BOFA SECURITIES, INC., as Joint Lead...
Credit Agreement • September 16th, 2021 • LendingTree, Inc. • Loan brokers • New York

CREDIT AGREEMENT, dated as of September 15, 2021 (as amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among LendingTree, Inc., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article 1) and Issuing Banks party hereto from time to time and Truist Bank, as Administrative Agent and Collateral Agent.

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of February 17, 2012 Between: CITIBANK, N.A., as Buyer, and HOME LOAN CENTER, INC., as Seller
Master Repurchase Agreement • May 15th, 2012 • Tree.com, Inc. • Loan brokers • New York

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of February 17, 2012, between HOME LOAN CENTER, INC., a California corporation as seller (“Seller”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”).

MASTER REPURCHASE AGREEMENT (the “Agreement”) between BANK OF AMERICA, N.A. (“Buyer”) and HOME LOAN CENTER, INC. (“Seller”) dated as of May 1, 2009
Master Repurchase Agreement • May 6th, 2009 • Tree.com, Inc. • Loan brokers • California

THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2009 by and between Bank of America, N.A., a federal savings bank (“Buyer”), and Home Loan Center, Inc., a California corporation (“Seller”).

REGISTRATION RIGHTS AGREEMENT (TREE.COM)
Registration Rights Agreement • August 25th, 2008 • Tree.com, Inc. • Loan brokers • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2008, is entered into by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), the LIBERTY PARTIES (as defined below) and TREE.COM, INC., a Delaware corporation (the “Issuer”).

FORM OF TAX SHARING AGREEMENT by and among IAC/INTERACTIVECORP, TICKETMASTER, INTERVAL LEISURE GROUP, INC., HSN, INC. and TREE.COM, INC. Dated as of [ ], 2008
Tax Sharing Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers

This TAX SHARING AGREEMENT (this “Agreement”), dated as of [ ], 2008, by and among IAC/InterActiveCorp, a Delaware corporation (“Parent”), Ticketmaster, a Delaware corporation and a wholly-owned subsidiary of Parent (“Ticketmaster Spinco”), Interval Leisure Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Interval Spinco”), HSN, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“HSN Spinco”), and Tree.com, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Tree Spinco”, together with Ticketmaster Spinco, Interval Spinco, and HSN Spinco, the “Spincos”, and each of the Spincos, a “Spinco”). Each of Parent, Ticketmaster Spinco, Interval Spinco, HSN Spinco and Tree Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

FORM OF TRANSITION SERVICES AGREEMENT by and among IAC/INTERACTIVECORP, HSN, Inc., INTERVAL LEISURE GROUP, INC. TICKETMASTER and TREE.COM, INC.
Transition Services Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers

This TRANSITION SERVICES AGREEMENT, dated as of [•], 2008 (this “Services Agreement”), is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC” or “New IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSNSpinco” or “HSN”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco” or “Interval”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TMSpinco” or “TM”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco” or “LT” and, together with HSNSpinco, Interval Spinco and TMSpinco, the “Spincos” and, the Spincos together with IAC, the “Parties” and each a “Party”).

SEPARATION AND DISTRIBUTION AGREEMENT by and among IAC/INTERACTIVECORP, HSN, INC., INTERVAL LEISURE GROUP, INC., TICKETMASTER and TREE.COM, INC. DATED AS OF AUGUST 20, 2008
Separation and Distribution Agreement • August 25th, 2008 • Tree.com, Inc. • Loan brokers • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of AUGUST 20, 2008, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSN Spinco”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TM Spinco”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco”; together with TM Spinco, Interval Spinco and HSN Spinco, the “Spincos”; the Spincos and IAC, collectively, the “Separate-cos” or “Parties”).

FORM OF EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers

This Employee Matters Agreement (this “Agreement”), dated as of [ ], 2008, with effect as of the Effective Time, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), Ticketmaster, a Delaware corporation and a wholly owned subsidiary of IAC (“TM”), Interval Leisure Group, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Interval”), HSN, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“HSN”) and Tree.com, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Tree,” together with TM, Interval, HSN and Tree, the “SpinCos,” the SpinCos and IAC, collectively, the “Parties”).

SPINCO ASSIGNMENT AND ASSUMPTION AGREEMENT (TREE.COM)
Spinco Assignment and Assumption Agreement • August 25th, 2008 • Tree.com, Inc. • Loan brokers • Delaware

AGREEMENT (this “Agreement”), dated as of August 20, 2008, among InterActiveCorp, a Delaware corporation (“IAC”), Tree.com, Inc., a Delaware corporation (the “Company”), Liberty Media Corporation, a Delaware corporation (“Liberty”), and Liberty USA Holdings, LLC, a Delaware limited liability company (“Liberty Sub” and, together with Liberty, the “Liberty Parties”).

CREDIT AGREEMENT dated as of October 22, 2015 among LendingTree, LLC as the Borrower, LendingTree, Inc., as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO
Credit Agreement • October 26th, 2015 • LendingTree, Inc. • Loan brokers • New York

THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2015, by and among LENDINGTREE, LLC, a Delaware limited liability company (the “Borrower”), LENDINGTREE, INC., a Delaware corporation (“Parent”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for itself and the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2022 • LendingTree, Inc. • Loan brokers

This Employment Agreement (“Agreement”) is made and entered into this 1st day of October 2018 (the “Effective Date”) by and between Jill Olmstead (“Executive”) and LendingTree, Inc. (the “Company”) and LendingTree, LLC (“LTLLC” which as of the Effective Date is a wholly-owned subsidiary of the Company; LTLLC and the Company are collectively the “Company Group”) (each a “Party” and collectively, the “Parties”).

Loan Purchase Agreement
Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • California

Countrywide agrees to purchase certain loans secured by real property, together with the servicing thereof (the “Loans”), from Seller under Countrywide’s mortgage loan programs, and Seller agrees to sell to Countrywide certain such Loans pursuant to the terms and conditions set forth herein and in Countrywide’s Correspondent Lending Division Loan Purchase Program Seller’s Manual, as amended from time to time (the “Manual”). In connection therewith, the parties agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers • North Carolina

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between David Norris (“Executive”) and Tree.com, Inc., a corporation (the “Company”), and is effective as of June 30th, 2008 (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • New York

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Bret A. Violette (“Executive”) and IAC/InterActiveCorp, a Delaware corporation (the “Company”), and is effective April 11, 2007 (the “Effective Date”). LendingTree, LLC is party hereto for purposes of Sections 1A and 4A(e)(2) only.

EMPLOYMENT AGREEMENT
Employment Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • New York

THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of January 7, 2008 (the “Effective Date”), is entered into by and between Douglas R. Lebda (“Employee”) and IAC/InterActiveCorp (“IAC” or the “Company”). All capitalized terms used herein without definition shall have the meaning assigned to them in the Prior Agreement (as defined below).

CORRESPONDENT AGREEMENT FORM 200
Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • Missouri

This Correspondent Loan Purchase Agreement (“Agreement”), dated the 26th day of April, 2004, by and between CitiMortgage, Inc. (“CMI”), for itself and on behalf of Citibank, FSB, Citibank (West), FSB, and Citibank, N.A., and;

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 13th, 2012 • Tree.com, Inc. • Loan brokers

This Restricted Stock Award Agreement (the “Agreement”) is made between Tree.com, Inc., a Delaware corporation (“Tree.com”), and [NAME].

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UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • October 12th, 2018 • LendingTree, Inc. • Loan brokers • Delaware
VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 16th, 2011 • Tree.com, Inc. • Loan brokers • Delaware

This Voting and Support Agreement, dated as of May 12, 2011 (this “Agreement”), is entered into by and between Discover Bank, a Delaware banking corporation (“Buyer”), on the one hand, and Douglas R. Lebda, an individual and David Rich, as trustee of the Douglas R. Lebda Family Trust (each a “Stockholder” and collectively, the “Stockholders”), on the other hand.

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 8th, 2014 • Tree.com, Inc. • Loan brokers

This Restricted Stock Award Agreement (the "Agreement") is made between Tree.com, Inc., a Delaware corporation ("Tree.com"), and [NAME]. The Grant Date for the Restricted Shares awarded under this Agreement is [DATE].

MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 30th, 2009 • Tree.com, Inc. • Loan brokers • New York
THIRD AMENDMENT TO WAREHOUSING CREDIT AGREEMENT
Warehousing Credit Agreement • December 23rd, 2009 • Tree.com, Inc. • Loan brokers • Kentucky

THIS THIRD AMENDMENT TO WAREHOUSING CREDIT AGREEMENT (the “Third Amendment”) is made and entered into as of the 18th day of December, 2009, and is to be effective as of the 29th day of December, 2009, by and among (i) HOME LOAN CENTER, INC. D/B/A LENDINGTREE LOANS, a California corporation with its principal place of business located at 163 Technology Drive, Irvine, California 92618 (the “Company”), (ii) PNC BANK, NATIONAL ASSOCIATION, successor to NATIONAL CITY BANK, a national banking association with an office located at 101 South Fifth Street, Louisville, Kentucky 40202 (“PNC” or the “Bank”), and (iii) PNC BANK, NATIONAL ASSOCIATION, successor to NATIONAL CITY BANK, a national banking association with an office located at 101 South Fifth Street, Louisville, Kentucky 40202, its capacity as Agent for the hereinafter defined Banks (in such capacity, the “Agent”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 27th, 2009 • Tree.com, Inc. • Loan brokers

This Restricted Stock Award Agreement (the “Agreement”) is made as of between Tree.com, Inc., a Delaware corporation (“Tree.com”), and .

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • February 29th, 2024 • LendingTree, Inc. • Loan brokers

This Separation Agreement and General Release (the “Agreement”) is made and entered into by and between John David Moriarty (“Executive”) and LendingTree, Inc. (“LTI”) and LendingTree, LLC (the “Company” which is a wholly-owned subsidiary of LTI; LTI and the Company are collectively the “Company Group”) (each a “Party” and collectively, the “Parties”), pursuant and subject to the terms of the LendingTree Executive Severance Pay Plan (the “Plan”).

AMENDMENT NO. 2 TO EARLY PURCHASE PROGRAM ADDENDUM TO LOAN PURCHASE AGREEMENT
Loan Purchase Agreement • July 15th, 2011 • Tree.com, Inc. • Loan brokers

This Amendment No. 2 is made and entered into as of July 12, 2011 by and between Bank of America, N.A. (“Bank of America”) and Home Loan Center, Inc. (“Seller”). This Amendment amends that certain Early Purchase Program Addendum to Loan Purchase Agreement by and between Bank of America and Seller dated May 1, 2009 (the “EPP Addendum”), which such EPP Addendum supplements that certain Loan Purchase Agreement by and between Bank of America and Seller dated April 16, 2002 (including all the Commitments, Amendments, Addenda, Assignments of Trade and Assignments thereto, collectively, the “Loan Purchase Agreement”).

AMENDMENT NO. TO THE RESTRICTED STOCK AWARD AGREEMENT BETWEEN DOUGLAS R. LEBDA AND TREE.COM, INC. [Date]
Restricted Stock Award Agreement • May 12th, 2010 • Tree.com, Inc. • Loan brokers

This Amendment No. to that certain Restricted Stock Award Agreement, dated as of [DATE] (the “Agreement”) between Douglas R. Lebda (“Employee”) and Tree.com (the “Company”) is effective as of [DATE], unless otherwise indicated. All capitalized terms used herein without definition shall have the meanings given to them in the Agreement.

AMENDMENT NO. 2 TO TRANSACTIONS TERMS LETTER
Transactions Terms Letter • July 15th, 2011 • Tree.com, Inc. • Loan brokers

This AMENDMENT NO. 2 TO TRANSACTIONS TERMS LETTER (the “Amendment”) is made and entered into as of July 12, 2011 by and between Bank of America, N.A. (“Buyer”) and Home Loan Center, Inc. (“Seller”). This Amendment amends that certain Transactions Terms Letter by and between Buyer and Seller dated as of June 30, 2010 (the “Transactions Terms Letter”), which supplements that certain Master Repurchase Agreement by and between Buyer and Seller dated as of May 1, 2009 (as may be amended from time to time, the “Agreement”).

FORM OF BILL OF SALE
Bill of Sale • May 16th, 2011 • Tree.com, Inc. • Loan brokers • Delaware

THIS BILL OF SALE (this “Bill of Sale”) is entered into as of , 2011, by and among Home Loan Center, Inc., a California corporation (“HLC Inc.”), HLC Escrow, Inc., a California corporation (“HLC Escrow”, and together with HLC Inc., “Sellers”, and each a “Seller”), LendingTree, LLC, a Delaware limited liability company (“LendingTree”), and Tree.com, Inc., a Delaware corporation (“Parent”, and together with Sellers and LendingTree, “Seller Parties”, and each a “Seller Party”), and Discover Bank, a Delaware banking corporation (“Buyer”).

Contract
Restricted Share Grant and Stockholder’s Agreement • August 20th, 2008 • Tree.com, Inc. • Loan brokers • Delaware

RESTRICTED SHARE GRANT AND STOCKHOLDER’S AGREEMENT (this “Agreement”), dated as of August 15, 2008 (the “Effective Date”), by and among IAC/INTERACTIVECORP (“IAC”), LENDINGTREE HOLDINGS CORP., a Delaware corporation (the “Company”) and Douglas R. Lebda (the “Stockholder”).

BILL OF SALE
Bill of Sale • September 21st, 2011 • Tree.com, Inc. • Loan brokers • Delaware

THIS BILL OF SALE (this “Bill of Sale”) is entered into as of September 16, 2011, by and among LendingTree, LLC, a Delaware limited liability company (“LendingTree”), Realestate.com, Inc, a Delaware corporation (collectively with LendingTree, “Seller”), and Market Leader, Inc., a Washington corporation (“Buyer”). Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Purchase Agreement (as defined hereinafter).

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