Bankrate, Inc. Common Stock, par value $0.01 per share Form of Underwriting Agreement (the “Agreement”)Underwriting Agreement • June 16th, 2011 • Bankrate, Inc. • Services-business services, nec • New York
Bankrate, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [12,500,000] shares of common stock, par value $0.01 per share (“Stock”) of the Company, and the stockholders named in Schedule II hereto (the “Selling Stockholders” and, each Selling Stockholder other than Ben Holding S.à r.l., the “Management Selling Stockholders”) who will be stockholders of the Company immediately following the merger of BEN Holdings, Inc., a Delaware corporation (“Holdings”), with and into the Company, with the Company surviving (the “Merger”) propose severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [7,500,000] shares of Stock (collectively, the “Firm Shares”). At the election of the Underwriters, pursuant to Section 2 hereof, the Selling Stockholders propose to sell up to [3,0
REVOLVING CREDIT AGREEMENT dated as of June 10, 2011 among BANKRATE, INC., as Borrower, and CERTAIN SUBSIDIARIES OF BANKRATE, INC., as Guarantors, THE LENDERS PARTY HERETO and GOLDMAN SACHS BANK USA, as Joint Lead Arranger, Joint Bookrunner, Joint...Revolving Credit Agreement • June 16th, 2011 • Bankrate, Inc. • Services-business services, nec • New York
This REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of June 10, 2011, among BANKRATE, INC., a Delaware corporation (the “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders (as defined below), GOLDMAN SACHS BANK USA, as joint lead arranger (in such capacity, an “Arranger”), joint bookrunner and joint syndication agent (in such capacity, a “Syndication Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as joint lead arranger (in such capacity, an “Arranger” and, together with GOLDMAN SACHS BANK USA, the “Arrangers”), joint bookrunner and joint syndication agent (in such capacity, a “Syndication Agent” and, together with GOLDMAN SACHS BANK USA, the “Syndication Agents”).
