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EXHIBIT 4.3  


 
 

USA INTERACTIVE
  
    $750,000,000 7.00% Senior Notes due 2013
  
    EXCHANGE AND REGISTRATION RIGHTS AGREEMENT    
  



	 	 	December 16, 2002
	LEHMAN BROTHERS INC.

J.P. MORGAN SECURITIES INC.

c/o Lehman Brothers Inc.

745 7th Avenue

New York, New York 10019	 	 





Ladies
and Gentlemen: 


        USA
Interactive, a Delaware corporation (the "Issuer") proposes to issue and sell, and USANi LLC, a limited liability company organized under the laws of the state of Delaware
("USANi LLC"), (the "Guarantor") proposes to unconditionally guarantee until 63/4% notes
due 2005 co-issued by the Issuer and the Guarantor are no longer outstanding or the Guarantor's obligations with respect to such notes have been discharged or defeased (the
"Guarantee"), and Lehman Brothers Inc. and J.P. Morgan Securities Inc. (collectively, the "Initial
Purchasers"), propose to buy, upon the terms and subject to the conditions set forth in a purchase agreement dated December 11, 2002 (the
"Purchase Agreement"), $750,000,000 aggregate principal amount of 7.00% Senior Notes due 2013 (the
"Notes" and, together
with the Guarantee, the "Securities"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase
Agreement. 


        As
an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Issuer and
the Guarantor (subject to Section 11) agree with the Initial Purchasers, for the benefit of the holders (including the Initial Purchasers) of the Securities and the Exchange Securities (as
defined herein) (collectively, the "Holders"), as follows: 


        1.    Registered Exchange Offer.    The Issuer and the Guarantor shall (i) prepare and, not later than
120 days following the date of original issuance of the Securities (the "Issue Date"), file with the Commission a registration statement (the
"Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the
Securities (the "Registered Exchange Offer") to issue and deliver to such Holders, in exchange for the Notes and the Guarantee, a like aggregate
principal amount of debt securities of the Issuer (collectively, the "Exchange Notes") and the guarantee of the Exchange Notes by the Guarantor (the
"Exchange Guarantee" and, together with the Exchange Notes, the "Exchange Securities") that are
identical in all material respects to the Securities, except for the transfer restrictions relating to the Notes, (ii) use their respective reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective under the Securities Act no later than 210 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 240 days
after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which
notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). The Exchange
Securities will be issued under the Indenture or an indenture (the "Exchange Securities Indenture") among the Issuer, the Guarantor and the Trustee or
such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such
indenture to be identical in all material respects to the Indenture, except for the transfer restrictions relating to the Securities (as described above). 



        The
Issuer and the Guarantor shall commence the Registered Exchange Offer as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, it being the
objective 





 




of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer or the
Guarantor or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) acquires the Exchange Securities in the ordinary course of such Holder's
business and (c) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer, the
Guarantor, the Initial Purchasers and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder that is a broker-dealer electing to exchange
Securities, acquired for its own account as a result of market-making activities or other trading activities, for Exchange Securities (an "Exchanging
Dealer"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover, in Annex B hereto in the
"Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section and in Annex C
hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging
Dealer pursuant to the Registered Exchange Offer. 


        In
connection with the Registered Exchange Offer, the Issuer and the Guarantor shall: 


        (a)
mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 



        (b)
keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer
is mailed to the Holders; 


        (c)
utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York which may be the Trustee or an affiliate of
the Trustee; 


        (d)
permit Holders to withdraw tendered Securities at any time prior to the close of business, New York City time, on the last business day on which the Registered Exchange Offer shall
remain open; and 


        (e)
otherwise comply with all laws that are applicable to the Registered Exchange Offer. 


        As
soon as practicable after the close of the Registered Exchange Offer the Issuer and the Guarantor shall: 


        (a)
accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer; 


        (b)
deliver to the Trustee for cancellation all Securities so accepted for exchange; and 



        (c)
cause the Trustee or the Exchange Securities Trustee, as the case may be, promptly to authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the
Securities of such Holder so accepted for exchange. 


        The
Issuer and the Guarantor shall use their respective reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus
contained therein in order to permit such prospectus to be used by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply
with such requirements in order to resell the Exchange Securities; provided that (i) in the case where such prospectus and any amendment or
supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by
them and (ii) the Issuer and the Guarantor shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in 


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connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. 



        The
Indenture or the Exchange Securities Indenture, as the case may be, shall provide that the Securities and the Exchange Securities shall vote and consent together on all matters as
one class and that none of the Securities or the Exchange Securities will have the right to vote or consent as a separate class on any matter. 


        Interest
on each Exchange Security issued pursuant to the Registered Exchange Offer will accrue from the last interest payment date on which interest was paid on the Securities
surrendered in exchange therefor or, if no interest has been paid on the Securities, from the Issue Date. 



        Each
Holder participating in the Registered Exchange Offer shall be required to represent to the Issuer and the Guarantor that at the time of the consummation of the Registered Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person
to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an affiliate of the Issuer or the Guarantor
or, if it is such an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange
Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Securities. 


        Notwithstanding
any other provisions hereof, the Issuer and the Guarantor will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part
thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not, as of the
consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. 


        2.    Shelf Registration.    If (i) because of any change in law or applicable interpretations thereof by the
Commission's staff the Issuer and the Guarantor are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered
Exchange Offer is not consummated within 240 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities not eligible to be exchanged for Exchange
Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to
participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for
tendered Securities, or (vi) the Issuer so elects, then the following provisions shall apply: 



        (a)
The Issuer and the Guarantor shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 45 days after so required or
requested pursuant to this Section 2) with the Commission, and thereafter shall use their respective reasonable best efforts to cause to be declared effective, a shelf registration statement on
an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the
methods of distribution set forth in such 


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registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a
"Registration Statement"); provided, however, that no Holder (other than an Initial Purchaser) shall be
entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such
Holder. 


        (b)
The Issuer and the Guarantor shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus
forming part thereof to be used by Holders of Transfer Restricted Securities for a period of two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted
Securities covered by the Shelf Registration Statement have been sold pursuant thereto or are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor
rule thereof) (in any such case, such period being called the "Shelf Registration Period"). The Issuer and the Guarantor shall be deemed not to have
used their respective reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer
Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law. 



        (c)
Notwithstanding any other provisions hereof, the Issuer and the Guarantor will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration
Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuer and the
Guarantor by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming
part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 


        (d)
Notwithstanding anything to the contrary set forth in this Agreement, if the Issuer and the Guarantor are required to file a Shelf Registration Statement pursuant to this
Section 2, the Issuer and the Guarantor may postpone or suspend the filing or effectiveness of such Shelf Registration Statement (or any amendment or supplements thereto) (the
"Suspension Period") (i) if such action is required by applicable law or (ii) for up to an aggregate of 60 days (but for not more
than 30 consecutive days) during any consecutive 365 day period, if such action is taken by the Issuer and the Guarantor in good faith and for valid business reasons (not including the
avoidance of the obligations of the Issuer or the Guarantor hereunder), including the premature disclosure of material nonpublic information which, if disclosed at such time, would be materially
harmful to the interests of the Issuer and the Guarantor and their respective shareholders, so long as the Issuer and the Guarantor promptly thereafter comply with the requirements of this
Section 2; provided that, in the case of (i) and (ii), the Shelf Registration Period shall be extended by the length of the Suspension Period. This Section 2(d) shall not affect
the obligations of the Issuer or the Guarantor, if any, to pay Additional Interest pursuant to Section 3 of this Agreement. 


        3.    Additional Interest.    (a) The parties hereto agree that the Holders of Transfer Restricted Securities
will suffer damages if the Issuer or the Guarantor fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the
extent of such damages. Accordingly, if (i) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not filed with the Commission on or prior to
120 days after the Issue Date (or in the case of a Shelf Registration Statement required to be filed in response to change in law 


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or the applicable interpretations of Commission's staff, if later, within 45 days after publication of the change in law or interpretation), (ii) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 210 days after the Issue Date or, if later, within 90 days after the filing date
required under clause (i) above (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretations of Commission's staff, if
later, within 45 days after publication of the change in law or interpretation), (iii) the Registered Exchange Offer is not consummated on or prior to 240 days after the Issue
Date or, if later, within 30 days after the date any Registration Statement is required to be declared effective under clause (ii) above, or (iv) the Shelf Registration Statement
is filed and declared effective within 210 days after the Issue Date or, if later, within 90 days after the filing date required
under clause (i) above (or in the case of a Shelf Registration Statement required to be filed in response to a change in law or the applicable interpretations of Commission's staff, if later,
within 45 days after publication of the change in law or interpretation) but shall thereafter cease to be effective (at any time that the Issuer and the Guarantor are obligated to maintain the
effectiveness thereof) without being succeeded within 90 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through
(iv), a "Registration Default"), additional cash interest ("Additional Interest") will accrue on the
Notes at the rate of 0.25% per annum from and including the date on which any such Registration Default shall occur to but excluding the date on which (i) the applicable Registration Statement
is filed, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, (iii) the Registered Exchange Offer is
consummated or (iv) the Shelf Registration Statement again becomes effective, as the case may be. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.
As used herein, the term "Transfer Restricted Securities" means (i) each Security until the date on which such Security has been exchanged for a
freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Security until the date on which it has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iii) each Security until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Issuer and the Guarantor shall not be required to pay
Additional Interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of
Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n). The Issuer and Guarantor shall have no obligation to pay additional
Additional Interest in respect of any subsequent Registration Default so long as the Notes continue to accrue Additional Interest with respect to an earlier Registration Default. 


        (b)
The Issuer and the Guarantor shall notify the Trustee and the Paying Agent under the Indenture immediately upon the happening of each and every Registration Default. The Issuer and
the Guarantor shall pay the Additional Interest due on the Transfer Restricted Securities by depositing with the Paying Agent (which may not be the Issuer or the Guarantor for these purposes), in
trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on the next interest payment date specified by the Indenture and the Securities, sums sufficient to pay
the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date specified by the Indenture and the Securities to the record holder entitled to receive the
interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the date of the applicable Registration Default. 



        (c)
The parties hereto agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of and is intended to constitute the sole damages that
will be suffered by Holders of Transfer Restricted Securities by reason of the failure of (i) the Shelf Registration Statement or the Exchange Offer Registration Statement to be filed,
(ii) the Shelf Registration Statement to be declared effective, (iii) the Shelf Registration Statement to again become effective or (iv) the Exchange Offer 


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Registration Statement to be declared effective and the Registered Exchange Offer to be consummated, in each case to the extent required by this Agreement. 


        4.    Registration Procedures.    In connection with any Registration Statement, the following provisions shall apply: 


        (a)
The Issuer and the Guarantor shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each
amendment thereof and each supplement, if any, to the prospectus included therein and shall use their reasonable best efforts to reflect in each such document, when so filed with the Commission, such
comments as any Initial Purchaser may reasonably propose on a timely basis; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the
"Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section and in Annex C
hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement, and include the information
set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and (iii) if requested by any Initial Purchaser, include the information required
by Items 507 or 508 of Regulation S-K, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement. 


        (b)
The Issuer and the Guarantor shall advise each Initial Purchaser, each Exchanging Dealer and the Holders (if applicable) and, if requested by any such person, confirm such advice in
writing (which advice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 



        (i)
when any Registration Statement and any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto
has become effective; 


        (ii)
of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; 


        (iii)
of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; 



        (iv)
of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Securities or the Exchange Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and 


        (v)
of the happening of any event that requires the making of any changes in any Registration Statement or the prospectus included therein in order that the statements therein are not
misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 




        (c)
The Issuer and the Guarantor will make every reasonable effort to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of any Registration
Statement. 


        (d)
The Issuer and the Guarantor will furnish to each Holder of Transfer Restricted Securities included within the coverage of any Shelf Registration Statement, without charge, at least
one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules and, if any such Holder so requests in
writing, all exhibits thereto (including those, if any, incorporated by reference). 



        (e)
The Issuer and the Guarantor will, during the Shelf Registration Period, promptly deliver to each Holder of Transfer Restricted Securities included within the coverage of any Shelf
Registration Statement, without charge, as many copies of the prospectus (including each preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto
as such 


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Holder may reasonably request; and the Issuer and the Guarantor consent to the use of such prospectus or any amendment or supplement thereto by each of the selling Holders of Transfer Restricted
Securities in connection with the offer and sale of the Transfer Restricted Securities covered by such prospectus or any amendment or supplement thereto. 


        (f)
The Issuer and the Guarantor will furnish to each Initial Purchaser and each Exchanging Dealer, and to any other Holder who so requests, without charge, at least one conformed copy
of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules and, if any Initial Purchaser or Exchanging Dealer or
any such Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). 


        (g)
The Issuer and the Guarantor will, during the Exchange Offer Registration Period or the Shelf Registration Period, as applicable, promptly deliver to each Initial Purchaser, each
Exchanging Dealer and such other persons that are required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the
Exchange Offer Registration Statement or the Shelf Registration Statement and any amendment or supplement thereto as such Initial Purchaser, Exchanging Dealer or other persons may reasonably request;
and the Issuer and the Guarantor consent to the use of such prospectus or any amendment or supplement thereto by any Initial Purchaser, Exchanging Dealer or other persons, as applicable, as aforesaid. 


        (h)
Prior to the effective date of any Registration Statement, the Issuer and the Guarantor will use their respective reasonable best efforts to register or qualify, or cooperate with
the Holders of Securities or Exchange Securities included therein and their respective counsel in connection with the registration or qualification of, such Securities or Exchange Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as any such Holder reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the
offer and sale in such jurisdictions of the Securities or Exchange Securities covered by such Registration Statement; provided  that the Issuer and the Guarantor will not be required to qualify generally
to do business in any jurisdiction where they are not then so qualified or to take any action which
would subject them to general service of process or to taxation in any such jurisdiction where they are not then so subject. 



        (i)
The Issuer and the Guarantor will cooperate with the Holders of Securities or Exchange Securities to facilitate the timely preparation and delivery of certificates representing
Securities or Exchange Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders thereof may
request in writing prior to sales of Securities or Exchange Securities pursuant to such Registration Statement. 


        (j)
If any event contemplated by Section 4(b)(ii) through (v) occurs during the period for which the Issuer and the Guarantor are required to maintain an effective
Registration Statement, the Issuer and the Guarantor will promptly prepare and file with the Commission a post-effective amendment to the Registration Statement or a supplement to the
related prospectus or file any other required document so that, as thereafter delivered to purchasers of the Securities or Exchange Securities from a Holder, the prospectus will not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 


        (k)
Not later than the effective date of the applicable Registration Statement, the Issuer and the Guarantor will provide a CUSIP number for the Securities and the Exchange Securities,
as the case may be, and provide the applicable trustee with printed certificates for the Securities or the Exchange Securities, as the case may be, in a form eligible for deposit with The Depository
Trust Company. 


        (l)
The Issuer and the Guarantor will comply with all applicable rules and regulations of the Commission and will make generally available to its security holders as soon as practicable
after the effective date of the applicable Registration Statement an earning statement satisfying the provisions of 


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Section 11(a) of the Securities Act; provided that in no event shall such earning statement be delivered later than 45 days after the end
of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Issuer's or the Guarantor's first fiscal quarter commencing after the
effective date of the applicable Registration Statement, which statement shall cover such 12-month period. 


        (m)
The Issuer and the Guarantor will cause the Indenture or the Exchange Securities Indenture, as the case may be, to be qualified under the Trust Indenture Act as required by
applicable law in a timely manner. 


        (n)
The Issuer and the Guarantor may require each Holder of Transfer Restricted Securities to be registered pursuant to any Shelf Registration Statement to furnish to the Issuer and the
Guarantor such
information concerning the Holder and the distribution of such Transfer Restricted Securities as the Issuer and the Guarantor may from time to time reasonably require for inclusion in such Shelf
Registration Statement, and the Issuer and the Guarantor may exclude from such registration the Transfer Restricted Securities of any Holder that fails to furnish such information within a reasonable
time after receiving such request. 


        (o)
In the case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities to be registered pursuant thereto agrees by acquisition of such Transfer Restricted
Securities that, upon receipt of any notice from the Issuer or the Guarantor pursuant to Section 4(b)(ii) through (v), such Holder will discontinue disposition of such Transfer
Restricted Securities until such Holder's receipt of copies of the supplemental or amended prospectus contemplated by Section 4(j) or until advised in writing (the
"Advice") by the Issuer that the use of the applicable prospectus may be resumed. If the Issuer or the Guarantor shall give any notice under
Section 4(b)(ii) through (v) during the period that the Issuer and the Guarantor are required to maintain an effective Registration Statement (the
"Effectiveness Period"), such Effectiveness Period shall be extended by the number of days during such period from and including the date of the giving
of such notice to and including the date when each seller of Transfer Restricted Securities covered by such Registration Statement shall have received (x) the copies of the supplemental or
amended prospectus contemplated by Section 4(j) (if an amended or supplemental prospectus is required) or (y) the Advice (if no amended or supplemental prospectus is required). 


        (p)
In the case of a Shelf Registration Statement, the Issuer and the Guarantor shall enter into such customary agreements (including, if requested, an underwriting agreement in
customary form) and take all such other action, if any, as Holders of a majority in aggregate principal amount of the Securities and Exchange Securities being sold or the managing underwriters (if
any) shall reasonably request in order to facilitate any disposition of Securities or Exchange Securities pursuant to such Shelf Registration Statement. 



        (q)
In the case of a Shelf Registration Statement, the Issuer and the Guarantor shall (subject to entering into customary confidentiality agreements) (i) make reasonably available
for inspection by a representative of, and Special Counsel (as defined below) acting for, Holders of a majority in aggregate principal amount of the Securities and Exchange Securities being sold and
any underwriter participating in any disposition of Securities or Exchange Securities pursuant to such Shelf Registration Statement, all relevant financial and other records, pertinent corporate
documents and properties of the Issuer and the Guarantor and their respective subsidiaries and (ii) use their reasonable best efforts to have their respective officers, directors, employees,
accountants and counsel supply all relevant information reasonably requested by such representative, Special Counsel (as defined below) or any such underwriter (an
"Inspector") in connection with such Shelf Registration Statement. 


        (r)
In the case of a Shelf Registration Statement, the Issuer and the Guarantor shall, if requested by Holders of a majority in aggregate principal amount of the Securities and Exchange
Securities being sold, their Special Counsel (as defined below) or the managing underwriters (if any) in connection with 


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such Shelf Registration Statement, use their reasonable best efforts to cause (i) their counsel to deliver an opinion relating to the Shelf Registration Statement and the Securities or
Exchange Securities, as applicable, in customary form, (ii) their officers to execute and deliver all customary documents and certificates requested by Holders of a majority in aggregate
principal amount of the Securities and Exchange Securities being sold, their Special Counsel (as defined below) or the managing underwriters (if any) and (iii) their independent public
accountants to provide a comfort letter in customary form, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 



        5.    Registration Expenses.    The Issuer and the Guarantor will bear all expenses incurred in connection with the
performance of their respective obligations under Sections 1, 2, 3 and 4 and the Issuer and the Guarantor will reimburse the Initial Purchasers and the Holders for the reasonable fees and
disbursements of one firm of attorneys chosen by the Holders of a majority in aggregate principal amount of the Securities and the Exchange Securities to be sold pursuant to each Registration
Statement (the "Special Counsel"), whose appointment and fees shall be approved by the Issuer (which approval shall not be unreasonably withheld or
delayed), acting for the Initial Purchasers or Holders in connection therewith. 



        6.    Indemnification.    (a) In the event of a Shelf Registration Statement or in connection with any
prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as applicable, each of the Issuer and the Guarantor shall, jointly and severally,
indemnify and hold harmless each Holder (including, without limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates, its respective officers, directors, employees, representatives
and agents, and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6(a),
Section 7 and Section 11 as a Holder) from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss,
claim, damage, liability or action relating to purchases and sales of Securities or Exchange Securities), to which that Holder may become subject, whether commenced or threatened, under the Securities
Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement
thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and shall reimburse each Holder promptly upon demand for any legal or other expenses reasonably incurred by that Holder in connection with
investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred;  provided, however,
that neither the Issuer nor the Guarantor shall be liable in any such case to the extent that any such loss, claim, damage, liability
or action arises out of, or is based upon, an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any
Holders' Information; and provided, further, that with respect to any such untrue statement in or omission from any related preliminary prospectus, the
indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Holder from whom the person asserting any such loss, claim, damage, liability or action received
Securities or Exchange Securities to the extent that such loss, claim, damage, liability or action of or with respect to such Holder results from the fact that both (A) a copy of the final
prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities or Exchange Securities to such person and (B) the untrue statement in or
omission from the related preliminary prospectus was
corrected in the final prospectus unless, in either case, such failure to deliver the final prospectus was a result of non-compliance by the Issuer or the Guarantor with
Section 4(d), 4(e), 4(f) or 4(g). 


9





 



        (b)
In the event of a Shelf Registration Statement, each Holder shall indemnify and hold harmless each of the Issuer and the Guarantor, their respective affiliates, their respective
officers, directors, employees, representatives and agents, and each person, if any, who controls the Issuer or the Guarantor within the meaning of the Securities Act or the Exchange Act (collectively
referred to for purposes of this Section 6(b) as the Issuer Indemnified Parties), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to
which the Issuer Indemnified Parties may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common
law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent
that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any Holders' Information furnished to the Issuer and the
Guarantor by such Holder, and shall reimburse the Issuer Indemnified Parties for any legal or other expenses reasonably incurred by the Issuer Indemnified Parties in connection with investigating or
defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred;  provided, however, that
no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such
Holder from the sale of Securities or Exchange Securities pursuant to such Shelf Registration Statement. 


        (c)
Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or the commencement of that action;  provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this
Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further,  that the failure to notify
the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6.
If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than the reasonable costs of investigation;  provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges
of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel
to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party,
(3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying
party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to
the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements
and other charges of counsel will be 


10





 




at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified
party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the indemnifying party in
the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not
be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. 


        7.    Contribution.    If the indemnification provided for in Section 6 is unavailable or insufficient to hold
harmless an indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by
the Issuer and the Guarantor from the offering and sale of the Securities, on the one hand, and a Holder with respect to the sale by such Holder of Securities or Exchange Securities, on the other, or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Issuer and the Guarantor on the one hand and such Holder on the other with respect to the statements or omissions that resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Issuer and the Guarantor on the one hand and a
Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities (before deducting expenses)
received by or on behalf of the Issuer and the Guarantor as set forth in the table on the cover of the Offering Memorandum, on the one hand, bear to the total proceeds received by such Holder with
respect to its sale of Securities or Exchange Securities, on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to the Issuer and the Guarantor or information supplied by the Issuer and the Guarantor on the one hand or to any
Holders' Information supplied by such Holder on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or
omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7 were to be determined by pro
rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this Section 7, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 7, an indemnifying party that is
a Holder of Securities or Exchange Securities shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by
such indemnifying party to any purchaser exceeds the amount of any damages which such indemnifying party has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement
or omission or alleged omission. No person guilty 


11





 




of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. 


        8.    Rules 144 and 144A.    The Issuer and the Guarantor shall use their respective reasonable best efforts to
file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Issuer and the Guarantor are not required to file such reports,
they will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant
to Rules 144 and 144A. The Issuer and the Guarantor covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Issuer and the
Guarantor shall deliver to such Holder a written statement as to whether they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Issuer and the Guarantor to register any of their securities pursuant to the Exchange Act nor shall they be deemed to require the Guarantor to file reports with the Commission or make
public any information that it would not be required by law to file or make available. 



        9.    Underwritten Registrations.    If any of the Transfer Restricted Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a
majority in aggregate principal amount of such Transfer Restricted Securities included in such offering, subject to the consent of the Issuer and the Guarantor (which shall not be unreasonably
withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. 



        No
person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 


        10.    Miscellaneous.    (a) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer and the Guarantor have obtained the written consent of Holders of a
majority in aggregate principal amount of the Securities and the Exchange Securities, taken as a single class. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders whose Securities or Exchange Securities are being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of a majority in aggregate principal amount of the Securities and the Exchange Securities being sold by such Holders pursuant to
such Registration Statement. 


        (b)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand-delivery, first-class mail, telecopier or air courier guaranteeing next-day delivery: 



        (i)
if to a Holder, at the most current address given by such Holder to the Issuer in accordance with the provisions of this Section 10(b), which address initially is, with
respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to Lehman Brothers Inc. and J.P. Morgan Securities Inc. at
their respective address set forth on Annex E hereto; 



12





 

        (ii)
if to an Initial Purchaser, initially at its address set forth in the Purchase Agreement; and 


        (iii)
if to the Issuer or the Guarantor, initially at the address of the Issuer and the Guarantor set forth in the Purchase Agreement. 




        All
such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; one business day after being delivered to a
next-day air courier; five business days after being deposited in the mail; and when receipt is acknowledged by the recipient's telecopier machine, if sent by telecopier. 


        (c)    Successors And Assigns.    This Agreement shall be binding upon the Issuer, the Guarantor and their respective
successors and assigns. 


        (d)    Counterparts.    This Agreement may be executed in any number of counterparts (which may be delivered in
original form or by telecopier) and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


        (e)    Definition of Terms.    For purposes of this Agreement, (a) the term "business
day" means any day on which the New York Stock Exchange, Inc. is open for trading, (b) the term "subsidiary" has
the meaning set forth in Rule 405 under the Securities Act and (c) except where otherwise expressly provided, the term "affiliate" has the
meaning set forth in Rule 405 under the Securities Act. 


        (f)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


        (g)    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of
New York. 


        (h)    Remedies.    In the event of a breach by the Issuer and/or the Guarantor, on the one hand, or by any Holder, on
the other hand, of any of their obligations under this Agreement, each Holder or the Issuer or the Guarantor, as the case may be, in addition to being entitled to exercise all rights granted by law,
including recovery of damages (other than the recovery of damages for a breach by the Issuer and/or the Guarantor of their obligations under Sections 1 or 2 hereof for which liquidated damages have
been paid pursuant to Section 3 hereof), will be entitled to specific performance of its rights under this Agreement. The Issuer, the Guarantor and each Holder agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. 


        (i)    No Inconsistent Agreements.    Each of the Issuer and the Guarantor, jointly and severally, represents,
warrants and agrees that (i) it has not entered into, shall not, on or after the date of this Agreement, enter into any agreement that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof, (ii) it has not previously entered into any agreement which remains in effect granting any registration rights with respect to
any of its debt securities to any person and (iii) without limiting the generality of the foregoing, without the written consent of the Holders of a majority in aggregate principal amount of
the then outstanding Transfer Restricted Securities, it shall not grant to any person the right to request it to register any of its debt securities under the Securities Act unless the rights so
granted are not in conflict or inconsistent with the provisions of this Agreement. 


        (j)    No Piggyback on Registrations.    Neither the Issuer, the Guarantor nor any of their security holders (other
than the Holders of Transfer Restricted Securities in such capacity and only to the extent of any Transfer Restricted Securities so held by such Holders) shall have the right to include any debt
securities of the Issuer and the Guarantor in any Shelf Registration or Registered Exchange Offer other than Transfer Restricted Securities and Additional Securities (as such term is defined in the 


13





 




Indenture) issued under the Indenture; provided that this shall not prevent the Issuer from registering any other debt securities by a shelf registration statement or other registration statement. 


        (k)    Severability.    The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable. 


        11.    Guarantor's Obligations.    Each Holder hereby acknowledges and agrees that, upon termination of the Guarantee
pursuant to Section 10.2 of the Indenture, any and all obligations of the Guarantor under this Exchange and Registration Rights Agreement (this
"Agreement") will automatically terminate and all references to the Guarantor and the Guarantee shall be deemed deleted from this Agreement as of the
date of this Agreement. 


14





 

        Please
confirm that the foregoing correctly sets forth the agreement among the Issuer, the Guarantor and the Initial Purchasers. 



	 	 	Very truly yours,
	 	 	USA INTERACTIVE
	

 	
 	

By:	

/s/  FRED RUBIN      

	 	 	 	Name:	Fred Rubin
	 	 	 	Title:	Vice President and Treasurer
	 	 	USANI LLC
	

 	
 	
By:	

/s/  FRED RUBIN      

	 	 	 	Name:	Fred Rubin
	 	 	 	Title:	Vice President and Treasurer





	Accepted:	 	 
	

LEHMAN BROTHERS INC.

J.P. MORGAN SECURITIES INC.	
 	

 
	

By	

LEHMAN BROTHERS INC.	
 	

 
	

By	

/s/  MARTIN GOLDBERG      
 Authorized Signatory	
 	

 




15






ANNEX A  


        Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The
Issuer and the Guarantor have agreed that, for a period of 90 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use
in connection with any such resale. See "Plan of Distribution." 






ANNEX B  


        Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as
a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of
Distribution." 






ANNEX C  


PLAN OF DISTRIBUTION  


        Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales
of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantor have
agreed that, for a period of 90 days after the consummation of the Registered Exchange Offer, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until                         , 20    , all
dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.1 


        Neither
the Issuer nor the Guarantor will receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own
account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or
at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange
Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such
resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states
that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 



        For
a period of 90 days after the Expiration Date the Issuer and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantor have agreed to pay all expenses incident to the Registered Exchange Offer
(including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the Securities Act. 






	1
	In
addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Registered Exchange Offer prospectus. 






ANNEX D  


        CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 



	 	Name:	 
	 	 	

	

 	

Address:	

 
	 	 	

	

 	

 	







        If
the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 






ANNEX E  


Lehman
Brothers Inc.

745 7th Avenue

New York, New York 10019

Attention: Legal Department 



J.P.
Morgan Securities Inc.

Transaction Execution Group

270 Park Avenue, 7th Floor

New York, New York 10017 









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USA INTERACTIVE $750,000,000 7.00% Senior Notes due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT