sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HCFfFD2UuWN864S9mwtAJRTzocrZQv+91TsDw9iKbP5RwCTUwaXBrBp7FNqKz2QH DeNYUwmvcHTHOpRkD1siZw== 0000892569-03-001228.txt : 20030512 0000892569-03-001228.hdr.sgml : 20030512 20030512170045 ACCESSION NUMBER: 0000892569-03-001228 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030512 GROUP MEMBERS: CHICAGO TITLE INSURANCE COMPANY GROUP MEMBERS: CHICAGO TITLE INSURANCE COMPANY OF OREGON GROUP MEMBERS: FIDELITY NATIONAL INSURANCE COMPANY GROUP MEMBERS: FIDELITY NATIONAL TITLE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LENDINGTREE INC CENTRAL INDEX KEY: 0001096479 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 251795344 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59703 FILM NUMBER: 03693309 BUSINESS ADDRESS: STREET 1: 11115 RUSHMORE DRIVE STREET 2: . CITY: CHARLOTTE STATE: NC ZIP: 28277 MAIL ADDRESS: STREET 1: 11115 RUSHMORE DRIVE STREET 2: . CITY: CHARLOTTE STATE: NC ZIP: 28277 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496225000 MAIL ADDRESS: STREET 1: MLISS JONES KANE STREET 2: 17911 VON KARMAN AVE STE 300 CITY: IRVINE STATE: CA ZIP: 92614 SC 13D/A 1 a90073sc13dza.htm SCHEDULE 13D/A AMENDMENT NO. 2 sc13dza

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A-2

Under the Securities Exchange Act of 1934

LENDINGTREE, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

526020-10-5

(CUSIP Number)

Peter T. Sadowski, Esq.
Executive Vice President and General Counsel
Fidelity National Financial, Inc.
17911 Von Karman Avenue, Suite 300
Irvine, California 92614
(949) 622-5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 5, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. o

TABLE OF CONTENTS


	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	Item 7. Material to be Filed as Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

SCHEDULE 13D/A-2


CUSIP No. 526020-10-5		Page 2 of 14 pages

1. Name of Reporting Person:
Fidelity National Financial, Inc.
Chicago Title Insurance Company
Fidelity National Title Company
Fidelity National Title Insurance Company
Chicago Title Insurance Company of Oregon I.R.S. Identification Nos. of above persons (entities only):
86-0498599;
36-0906930;
95-3283219;
86-0417131;
93-0585470

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) x

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
WC;AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
3,582,567.63(1)

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
3,582,567.63(1)

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Fidelity National Financial, Inc. and Chicago Title Insurance Company - 1,582,567 shares;
Fidelity National Title Company - 909,080.54 shares (1);
Fidelity National Title Insurance Company - 863,640.73 shares (1);
Chicago Title Insurance Company of Oregon - 227,279.36 shares (1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
Approximately 14.57%(2)

14. Type of Reporting Person (See Instructions):
CO

(1) An aggregate of 1,843,274 shares of LendingTree’s Series A 8% Convertible Preferred Stock were purchased on November 12, 2002. As of April 1, 2003, each share of such preferred stock was convertible into 1.085026224 shares of LendingTree’s common stock. The share amounts above have been adjusted pursuant to such rate of conversion.

(2) Percentage amount is based on 22,586,247 shares of LendingTree common stock outstanding as of January 31, 2003, as disclosed in the LendingTree annual report on Form 10-K filed on March 12, 2003, and is calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended.

Fidelity National Financial, Inc., a Delaware corporation (“Fidelity”), Chicago Title Insurance Company, a Missouri corporation and a wholly-owned subsidiary of Fidelity (“Chicago Title”), Fidelity National Title Company, a California corporation and a wholly-owned subsidiary of Fidelity (“Fidelity Title”), Fidelity National Title Insurance Company, a California corporation and a wholly-owned subsidiary of Fidelity (“Fidelity Insurance”) and Chicago Title Insurance Company of Oregon, an Oregon corporation and a wholly-owned subsidiary of Fidelity (“Chicago Insurance”), pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, hereby file this Amendment No. 2 to Schedule 13D (the “Statement”) which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2002, as amended by the Amendment No. 1 to Schedule 13D filed with the SEC on November 21, 2002, with respect to the shares of Common Stock, par value $0.01 per share (the “LendingTree Common Stock”) of LendingTree, Inc., a Delaware corporation (“LendingTree” or the “Company”). Fidelity, Chicago Title, Fidelity Title, Fidelity Insurance and Chicago Insurance are collectively referred to herein as the “Reporting Persons.”

The Schedule 13D is hereby amended as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following at the end thereto:

On May 5, 2003, USA Interactive, a Delaware corporation (“Parent”), Forest Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company being the surviving corporation in the Merger.

In connection with the execution of the Merger Agreement, the Reporting Persons entered into a Voting Agreement, dated as of May 5, 2003 (the “Voting Agreement”), with Parent, the principal terms of which are described below. The following description of the Voting Agreement is a summary only and is qualified in its entirety by reference to the Voting Agreement, which is being filed as an exhibit to this Amendment No. 2 and is incorporated herein by reference.

Voting of Shares. Each Reporting Person agreed to vote or cause to be voted all of its Voting Shares (as defined in the Voting Agreement) at any meeting of stockholders of the Company during the time the Voting Agreement is in effect (a) in favor of approval of (1) the Merger Agreement and the transactions contemplated thereby, including the Merger, (2) the Series A Amendment Proposals (as defined in the Voting Agreement) and (3) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (b) against any Acquisition Proposal (as defined in the Merger Agreement) and against any action or agreement that would impair the ability of the Company to consummate the Merger or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the Merger and related transactions. “Acquisition Proposal” is defined in the Merger Agreement to mean an unsolicited bona fide written offer or proposal to acquire more than twenty-five percent (25%) of the business, properties or assets of the Company and its subsidiaries, or capital stock of the

Company or its subsidiaries representing fifteen percent (15%) of the total voting power of all of such entity’s voting securities, in each case, whether by merger, purchase of assets, tender offer or otherwise, whether for cash, securities or any other consideration or combination thereof.

Irrevocable Proxy. Each Reporting Person granted Parent an irrevocable proxy to permit Parent to vote the Voting Shares in the manner described in the foregoing paragraph. The irrevocable proxy will automatically terminate upon the valid termination of the Voting Agreement.

No Transfer of Shares or Voting Rights. Each Reporting Person agreed, while the Voting Agreement is in effect and subject to certain exceptions, not to (1) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Voting Shares, (2) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting agreements with respect to any Voting Shares or (3) commit or agree to take any of the foregoing actions.

Termination. The Voting Agreement will (i) terminate automatically on the termination of the Merger Agreement, in accordance with its terms and (ii) will be deemed satisfied in full and terminated upon the consummation of the Merger.

Item 7. Material to be Filed as Exhibits.


Exhibit
Number		Description

99.1		Voting Agreement, dated as of March 5, 2003, by and between USA Interactive, Fidelity National Financial, Inc., Chicago Title & Trust Company, Fidelity National Title Company, Fidelity National Title Insurance Company and Chicago Title Insurance Company of Oregon

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: May 12, 2003	FIDELITY NATIONAL FINANCIAL, INC.

	By:	/s/ Alan L. Stinson

		Alan L. Stinson, Executive Vice President and Chief Financial Officer

Date: May 12, 2003	CHICAGO TITLE INSURANCE COMPANY

	By:	/s/ Alan L. Stinson

		Alan L. Stinson, Executive Vice President and Chief Financial Officer

Date: May 12, 2003	FIDELITY NATIONAL TITLE COMPANY

	By:	/s/ Alan L. Stinson

		Alan L. Stinson, Executive Vice President and Chief Financial Officer

Date: May 12, 2003	FIDELITY NATIONAL TITLE INSURANCE COMPANY

	By:	/s/ Alan L. Stinson

		Alan L. Stinson, Executive Vice President and Chief Financial Officer

Date: May 12, 2003	CHICAGO TITLE INSURANCE COMPANY OF OREGON

	By:	/s/ Alan L. Stinson

		Alan L. Stinson, Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit
Number		Description

99.1		Voting Agreement, dated as of March 5, 2003, by and between USA Interactive, Fidelity National Financial, Inc., Chicago Title & Trust Company, Fidelity National Title Company, Fidelity National Title Insurance Company and Chicago Title Insurance Company of Oregon

EX-99.1 3 a90073exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 EXECUTION COPY VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement"), is dated as of May 5, 2003, by and among USA Interactive, a Delaware corporation ("Parent"), and Fidelity National Title Company, a California corporation, Chicago Title Insurance Company, a Missouri corporation, Chicago Title Insurance Company of Oregon, an Oregon corporation, and Fidelity National Title Insurance Company, a California corporation (such entities each, a "Stockholder" and collectively, the "Stockholders"). WITNESSETH: WHEREAS, Parent, LendingTree, Inc., a Delaware corporation (the "Company"), and Forest Merger Corp., a wholly owned subsidiary of Parent ("Merger Sub"), have entered into the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement", including amendments thereto from time to time to increase the Merger Consideration pursuant to Section 9.1(e) thereof or in a manner as would not otherwise adversely affect the Stockholder), providing for, among other things, the Merger and related transactions (the "Transactions") on the terms and subject to the conditions set forth therein (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement); WHEREAS, as of the date hereof, each Stockholder beneficially owns the number of Voting Shares (as defined herein) set forth, and in the manner reflected, on Attachment A hereto (the "Owned Shares"); WHEREAS, as a condition to Parent's willingness to enter into and perform its obligations under the Merger Agreement, Parent has required that each Stockholder agree, and each Stockholder has agreed, (i) to vote all of the Owned Shares, together with any shares of the common stock, par value $0.01 per share, of the Company (the "Common Stock") and shares of Series A 8% convertible preferred stock, par value $0.01 of the Company (the "Preferred Stock", and together with the Common Stock, the "Company Stock")) acquired after the date of this Agreement, whether upon the exercise of options, conversion of convertible securities or otherwise, and any other voting securities of the Company (whether acquired heretofore or hereafter) that are beneficially owned by such Stockholder or over which such Stockholder has, directly or indirectly, the right to vote (collectively, the "Voting Shares"), in favor of (a) the Merger Agreement and the transactions contemplated thereby, including the Merger, (b) the Stockholder Proposal in respect of the Charter Amendment (including any class vote of the holders of Preferred Stock as a separate class as well as the vote of holders of the Company's voting stock voting together, the "Series A Amendment Proposals"), and (c) any other matters submitted to the holders of Company Stock in furtherance of the Merger or the other transactions contemplated by the Merger Agreement, and (ii) to take the other actions described herein; and WHEREAS, each Stockholder desires to express its support for the Merger and the other transactions contemplated by the Merger Agreement. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Agreement to Vote and Irrevocable Proxy. 1.1 Agreement to Vote. Each Stockholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or any adjournment or postponement thereof, such Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of its Voting Shares (a) in favor of approval of (1) the Merger Agreement and the transactions contemplated thereby, including the Merger, (2) the Series A Amendment Proposals and (3) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement; and (b) against any Acquisition Proposal and against any action or agreement that would impair the ability of the Company to consummate the Merger or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the Transactions. 1.2 Irrevocable Proxy. Solely with respect to the matters described in Section 1.1, for so long as this Agreement has not been terminated pursuant to its terms, each Stockholder hereby irrevocably appoints Parent as its proxy (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of Section 212 of the Delaware General Corporation Law) to vote all Voting Shares solely on the matters described in Section 1.1, and in accordance therewith. Each Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement. 2. Representations and Warranties of Stockholder. Each Stockholder hereby represents and warrants to Parent as follows: 2.1 Due Organization. Such Stockholder, if a corporation or other entity, has been duly organized, is validly existing and is in good standing under the laws of the state of its incorporation, formation or organization. 2.2 Power; Due Authorization; Binding Agreement. Such Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and to general principles of equity. 2.3 Ownership of Shares. On the date hereof, the Owned Shares set forth opposite such Stockholder's name on Attachment A hereto are owned of record or beneficially by such Stockholder in the manner reflected thereon and include all of the Voting Shares owned of record or beneficially by such Stockholder, free and clear of any claims, liens, encumbrances -2- and security interests. As of the date hereof such Stockholder has, and as of the date of the stockholder meeting of the Company in connection with the Merger Agreement and the transactions contemplated thereby, such Stockholder (together with any such entity) will have (except as otherwise permitted by this Agreement), sole voting power (to the extent such securities have voting power) and sole dispositive power with respect to all of the Owned Shares. 2.4 No Conflicts. The execution and delivery of this Agreement by such Stockholder does not, and the performance of the terms of this Agreement by such Stockholder will not, (a) require Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (b) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Stockholder or its properties and assets, (c) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to Stockholder or pursuant to which any of its or its affiliates' respective properties or assets are bound or (d) violate any other agreement to which Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders agreement, irrevocable proxy or voting trust, except for any consent, approval, filing or notification which has been obtained as of the date hereof or the failure of which to obtain, make or give would not, or any conflict or violation which would not, impair in any material respect Stockholder's ability to perform its obligations under this Agreement or in any event impair Stockholder's ability to perform its obligations under Section 1.1 hereof. The Voting Shares are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders agreement, irrevocable proxy or voting trust. 2.5 Acknowledgment. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution, delivery and performance of this Agreement. 3. Representations and Warranties of Parent. Parent hereby represents and warrants to the Stockholders as follows: 3.1 Power; Due Authorization; Binding Agreement. Parent is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Parent has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent, and no other proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, except that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and to general principles of equity. 3.2 No Conflicts. The execution and delivery of this Agreement by Parent does not, and the performance of the terms of this Agreement by Parent will not, (a) require Parent to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (b) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Parent or its properties and assets, (c) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to Parent or pursuant to which any of its or its subsidiaries' respective assets are bound or (d) violate any other material agreement to which Parent or any of its subsidiaries is a party, except for any consent, approval, filing or notification which has been obtained, as of the date hereof, or the failure of which to obtain, make or give would not, or any conflict or violation which would not, impair Parent's ability to perform is obligations under this Agreement. 4. Certain Covenants of Stockholder. Each Stockholder hereby covenants and agrees with Parent as follows: 4.1 Restriction on Transfer, Proxies and Non-Interference. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Time, not to (a) (i) sell, transfer, pledge, encumber (except due to this Agreement), assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting agreement with respect to any Voting Shares, (c) take any action that would cause any representation or warranty of Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement or (d) commit or agree to take any of the foregoing actions. Any transfer of Voting Shares not permitted hereby shall be null and void. Stockholder agrees that any such prohibited transfer may and should be enjoined. If any involuntary transfer of any of the Voting Shares shall occur (including, but not limited to, a sale by Stockholder's trustee in any bankruptcy, or a sale to a purchaser at any creditor's or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. 4.2 Additional Shares. Each Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new Voting Shares acquired by Stockholder, if any, after the date hereof. Any such shares shall be subject to the terms of this Agreement as though owned by the Stockholder on the date hereof. 4.3 No Limitations on Actions. Each Stockholder signs this Agreement solely in its capacity as the record and/or beneficial owner, as applicable, of the Voting Shares; this Agreement shall not limit or otherwise affect the actions of the Stockholder or any affiliate, employee or designee of the Stockholder or any of its affiliates in any other capacity, including such person's capacity, if any, as an officer of the Company or a member of the board of -4- directors of the Company; and nothing herein shall limit or affect the Company's rights in connection with the Merger Agreement. 4.4 Further Assurances. From time to time, at the request of Parent and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective the transactions contemplated by Sections 1, 4 and 5 of this Agreement. 5. Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, each Stockholder shall and hereby does authorize the Company or the Company's counsel to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Voting Shares. At the request of Parent, each Stockholder shall cause to be provided to Parent evidence of such stop transfer order. 6. Miscellaneous. 6.1 Termination of this Agreement. This Agreement shall (i) terminate automatically on the termination of the Merger Agreement, in accordance with its terms and (ii) shall be deemed satisfied in full and terminated upon the consummation of the Merger. 6.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1, this Agreement shall become void and of no effect with no liability on the part of any party hereto; provided, however, no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination. 6.3 Non-Survival. The representations and warranties made herein shall not survive the termination of this Agreement. 6.4 Entire Agreement; Assignment; Company as Third Party Beneficiary. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. The Company shall be deemed to be a third party beneficiary of this Agreement with respect to Sections 1, 4.1, 4.2, 4.3 and 5. Except as set forth in the preceding sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by operation of law or otherwise and shall be binding upon and inure solely to the benefit of each party hereto, provided, however, that a Stockholder which is an entity may transfer any Owned Shares to a controlled affiliate (which shall be an entity and not a natural person), so long as prior to such transfer, (a) such controlled affiliate enters into an agreement with Parent, in form and substance reasonably acceptable to Parent, pursuant to which such controlled affiliated agrees to be bound by (and has full ability to perform the terms of) this Agreement to the full extent such transferring Stockholder is bound, and (b) the transferring Stockholder guarantees to Parent the full performance by such controlled affiliate of such obligations, and such transferring Stockholder shall not be relieved of its obligations hereunder, including with respect to the transferred Owned Shares. Nothing in this Agreement shall be construed to impose any personal -5- liability on any officer, employee, director, incorporator, member, partner or stockholder of Stockholder or any of its affiliates, except in the case of fraud. 6.5 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto. 6.6 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, by facsimile transmission or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as Federal Express, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the following addresses: If to Stockholder: Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 300 Irvine, California 92614 Attention: Fernando Velez, Jr. with a copy to: Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 300 Irvine, California 92614 Attention: Brent Bickett If to Parent: USA Interactive 152 West 57th Street New York, New York 10019 Attention: General Counsel Facsimile: (212) 314-7239 with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Andrew J. Nussbaum Facsimile: (212) 403-2000 or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. -6- 6.7 Governing Law. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (b) Each party hereto irrevocably submits to the jurisdiction of any Delaware state court or any federal court sitting in the State of Delaware in any action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such Delaware state or federal court. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each party hereto hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) Each party hereto waives, to the fullest extent permitted by applicable laws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section. 6.8 Remedies. Each Stockholder and Parent recognize and acknowledge that a breach by it of any covenants or agreements contained in this Agreement will cause the other party to sustain irreparable injury and damages, for which money damages would not provide an adequate remedy, and therefore each Stockholder and Parent agrees that in the event of any such breach by the other, each Stockholder or Parent, as the case may be, shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief to enforce each and every provision of this agreement. 6.9 Counterparts. This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement. 6.10 Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. -7- 6.11 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. [remainder of page intentionally blank] -8- SIGNATURE PAGE - VOTING AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. USA INTERACTIVE By: /s/Daniel C. Laminot --------------------------------------- Name: Daniel C. Laminot Title: Senior Vice President FIDELITY NATIONAL TITLE COMPANY By: /s/ Fernando Velez, Jr. --------------------------------------- Name: Fernando Velez, Jr. Title: Vice President and Secretary SIGNATURE PAGE - VOTING AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. USA INTERACTIVE By: /s/Daniel C. Laminot --------------------------------------- Name: Daniel C. Laminot Title: Senior Vice President FIDELITY NATIONAL TITLE INSURANCE COMPANY By: /s/ Fernando Velez, Jr. --------------------------------------- Name: Fernando Velez, Jr. Title: Vice President and Secretary SIGNATURE PAGE - VOTING AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. USA INTERACTIVE By: /s/Daniel C. Laminot --------------------------------------- Name: Daniel C. Laminot Title: Senior Vice President CHICAGO TITLE INSURANCE COMPANY OF OREGON By: /s/ Fernando Velez, Jr. --------------------------------------- Name: Fernando Velez, Jr. Title: Vice President and Secretary SIGNATURE PAGE - VOTING AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. USA INTERACTIVE By: /s/Daniel C. Laminot --------------------------------------- Name: Daniel C. Laminot Title: Senior Vice President CHICAGO TITLE INSURANCE COMPANY By: /s/ Fernando Velez, Jr. --------------------------------------- Name: Fernando Velez, Jr. Title: Vice President and Secretary ATTACHMENT A
ENTITY SECURITY NUMBER OF SHARES Fidelity National Title Company Preferred Stock 837,842 Fidelity National Title Insurance Company Preferred Stock 795,963 Chicago Title Insurance Company of Oregon Preferred Stock 209,469 Chicago Title Insurance Company Common Stock 1,582,567
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	1.	Name of Reporting Person: Fidelity National Financial, Inc. Chicago Title Insurance Company Fidelity National Title Company Fidelity National Title Insurance Company Chicago Title Insurance Company of Oregon			I.R.S. Identification Nos. of above persons (entities only): 86-0498599; 36-0906930; 95-3283219; 86-0417131; 93-0585470

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	x
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): WC;AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 3,582,567.63(1)

			8.	Shared Voting Power: -0-

			9.	Sole Dispositive Power: 3,582,567.63(1)

			10.	Shared Dispositive Power: -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: Fidelity National Financial, Inc. and Chicago Title Insurance Company - 1,582,567 shares; Fidelity National Title Company - 909,080.54 shares (1); Fidelity National Title Insurance Company - 863,640.73 shares (1); Chicago Title Insurance Company of Oregon - 227,279.36 shares (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): Approximately 14.57%(2)

	14.	Type of Reporting Person (See Instructions): CO

(1)		An aggregate of 1,843,274 shares of LendingTree’s Series A 8% Convertible Preferred Stock were purchased on November 12, 2002. As of April 1, 2003, each share of such preferred stock was convertible into 1.085026224 shares of LendingTree’s common stock. The share amounts above have been adjusted pursuant to such rate of conversion.

(2)		Percentage amount is based on 22,586,247 shares of LendingTree common stock outstanding as of January 31, 2003, as disclosed in the LendingTree annual report on Form 10-K filed on March 12, 2003, and is calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended.