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Execution Version
Supplemental Indenture
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 30, 2025, by and among the parties that are signatories hereto as new Guarantors (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), ANGI Group, LLC, a Delaware limited liability company (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), and Computershare Trust Company, N.A., as Trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company, each of the Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of August 20, 2020 (the “Indenture”), providing for the issuance of an aggregate principal amount of $500,000,000 of 3.875% Senior Notes due 2028 of the Company (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture to which each Guaranteeing Subsidiary shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and
WHEREAS, pursuant to Section 8.01(4) of the Indenture, the Company and the Trustee may supplement the Indenture to add any guarantees with respect to the Notes, including the Note Guarantees, without prior notice to or 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 Subsidiaries, the Company, the other Guarantors, 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. Each 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. Each Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the obligations set forth in Article Ten of the Indenture on a senior basis.
ARTICLE III MISCELLANEOUS
SECTION 3.1. Notices. All notices and other communications to any Guaranteeing Subsidiary shall be given as provided in the Indenture to such Guaranteeing Subsidiary, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.
ANGI Group, LLC 3601 Walnut Street
Denver, CO 80205
Attention: Chief Financial Officer
with a copy to (which copy shall not constitute notice):
ANGI Group, LLC 3601 Walnut Street
Denver, CO 80205 Attention: General Counsel
SECTION 3.2. Merger and Consolidation. Each 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 except in accordance with Section 5.01 of the Indenture.
SECTION 3.3. Release of Guarantee. This Guarantee shall only be released in accordance with Section 10.04 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. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each 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 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 or statements contained herein, all of which recitals and statements are made solely by the other parties hereto.
SECTION 3.10. Counterparts; Electronic Signatures. 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. Counterparts may be delivered via facsimile, electronic mail (including via www.docusign.com and any other electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such 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.
[Signatures follow on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
ANGI GROUP, LLC
By: /s/ Andrew Russakoff
Name: Andrew Russakoff
Title: Chief Financial Officer
[Signature Page to Supplemental Indenture (2028 Notes)]
EXISTING GUARANTORS:
ANGIE’S LIST, INC.
HOMEADVISOR, INC.
HANDY TECHNOLOGIES, INC.
By: /s/ Eric Rattner
Name: Eric Rattner
Title: Treasurer
[Signature Page to Supplemental Indenture (2028 Notes)]
NEW GUARANTEEING SUBSIDIARIES:
ANGI CONTRACTING LLC
MHELPDESK, INC.
ANGI INTERNATIONAL, LLC
By: /s/ Eric Rattner
Name: Eric Rattner
Title: Treasurer
[Signature Page to Supplemental Indenture (2028 Notes)]
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
By: /s/ Daniel McManus
Name: Daniel McManus
Title: Corporate Trust Officer
[Signature Page to Supplemental Indenture (2028 Notes)]