Exhibit 4.1 - Supplemental Indenture



		

			EXECUTION VERSION

		


		

			 

		


		

			 

		


		

			Exhibit 4.1

		




		
			Supplemental Indenture
		

		
			SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 30, 2014, by and among the undersigned as Guarantor (the “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
		

		
			W I T N E S S E T H:
		

		
			WHEREAS, each of the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of August 7, 2013 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $300.0 million of 6.125%  Senior Notes due 2018 (the “Notes)  of the Issuer (as defined in the Indenture);
		

		
			WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture to which the Guaranteeing Subsidiary shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and
		

		
			WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;
		

		
			NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
		

		
			ARTICLE I

DEFINITIONS
		

		
			SECTION 1.1. Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
		

		
			ARTICLE II

AGREEMENT TO BE BOUND; GUARANTEE
		

		
			SECTION 2.1. Agreement to be Bound.  The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.
		

		
			SECTION 2.2. Guarantee.  The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee 
		

		 


		

			 

		




 


		

			 

		




		to each Holder and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior basis.
		

		
			ARTICLE III
		

		
			
MISCELLANEOUS
		

		
			SECTION 3.1. Notices.  All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.
		

		
			SECTION 3.2 . Merger and Consolidation.  The Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(f) of the Indenture.
		

		
			SECTION 3.3. Release of Guarantee.  This Note Guarantee shall be released in accordance with Section 10.2 of the Indenture.
		

		
			SECTION 3.4. Parties.  Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
		

		
			SECTION 3.5. Governing Law.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
		

		
			SECTION 3.6. Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
		

		
			SECTION 3.7. Benefits Acknowledged.  The Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture.  The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.
		

		
			SECTION 3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
		

		

		

		 


		

			 

		




 


		

			 

		




		SECTION 3.9. The Trustee.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.
		

		
			SECTION 3.10. Counterparts.  The parties hereto may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
		

		
			SECTION 3.11. Execution and Delivery.  The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Note Guarantee.
		

		
			SECTION 3.12. Headings.  The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
		

		
			 
		

		
			[Signature Pages Follow]
		


		

		

		 


		

			 

		




 


		

			 

		




		IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
		

		
			 
		

		
			Caring, Inc.
as a Guarantor
		

		
			By:/s/ Edward J. DiMaria

Name:  Edward J. DiMaria   
Title: Vice President and Secretary
		

		
			 
		

		
			ADDRESS FOR NOTICES:
		

		
			11760 U.S. Highway One, Suite 200
		

		
			North Palm Beach, Florida 33408
		

		
			Attention: Edward J. DiMaria
		

		
			Facsimile: (917) 368-8697
		

		
			 
		

		
			Acknowledged by:
		

		
			BANKRATE, INC.
		

		
			By: /s/ Edward J. DiMaria
		

		
			Name: Edward J. DiMaria   
		

		
			Title: Senior Vice President 
		

		
			          and Chief Financial Officer
		

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			[Signature Page to Supplemental Indenture]

		


		

			 

		




 


		

			 

		




		WILMINGTON TRUST, NATIONAL ASSOCIATION,  
as Trustee
		

		
			 
		

		
			By:/s/ Joseph P O’Donnell

Name:  Joseph P O’Donnell
Title: Vice President
		

		 


		

			[Signature Page to Supplemental Indenture]