SUPPLEMENTAL INDENTURE

Exhibit 4.1

IAC/INTERACTIVECORP

 (f/k/a USA Interactive)

 as Issuer

 AND

THE BANK OF NEW YORK MELLON

 (as successor to JPMorgan Chase Bank),

 as Trustee
__________________________

SUPPLEMENTAL INDENTURE

     Dated as of August 7, 2008

 supplementing that certain Indenture dated as of December 16, 2002

_______________________

7.00% SENIOR NOTES DUE 2013

     SUPPLEMENTAL INDENTURE, dated as of August 7, 2008 (this “ Supplemental Indenture ”), between IAC/InterActiveCorp (formerly known as USA Interactive), a Delaware corporation (the “ Issuer ”), and The Bank of New York Mellon (as successor to JPMorgan Chase Bank), as trustee (the “ Trustee ”) under the Indenture (as hereinafter referred to).

W I T N E S S E T H

     WHEREAS the Issuer, USANi LLC, as guarantor, and the Trustee have heretofore entered into an Indenture, dated as of December 16, 2002 (the “ Indenture ”), providing for the issuance of the Securities;

     WHEREAS the Issuer desires to make certain amendments to the Indenture and the Securities, as set forth in Article I below (such amendments, the “ Amendments ”) and has requested that the Trustee execute and deliver this Supplemental Indenture;

     WHEREAS pursuant to Section 9.2 of the Indenture, the Issuer and the Trustee may enter into this Supplemental Indenture with the consent of Holders of a majority in aggregate principal amount of the Securities outstanding;

     WHEREAS in accordance with Section 9.2 of the Indenture, Holders of a majority in principal amount of the Securities outstanding have consented to the Amendments pursuant to consent documents obtained prior to the date hereof and delivered to the Trustee and the Issuer; and

     WHEREAS all things necessary to make this Supplemental Indenture when executed by the parties hereto a valid and binding amendment of and supplement to the Indenture have been done and performed;

     NOW, THEREFORE, for and in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, it is hereby agreed between the Issuer and the Trustee, as follows:

ARTICLE ONE

AMENDMENTS

     Section 1.01. Sections 4.2, 4.3, 4.4, 4.6 and 5.1 of the Indenture are hereby removed from the Indenture and shall have no further force or effect, and each of the foregoing sections is hereby replaced with the following text: “[Reserved]”.

     Section 1.02. Section 6.1 of the Indenture is hereby amended and restated in its entirety to read as follows:

 “SECTION 6.1. Events of Default . An “Event of Default” occurs with respect to the Securities if:

(1) the Issuer defaults in any payment of interest (including Additional Interest) on any Security when the same becomes due and payable, and such default continues for a period of 30 days;

(2) the Issuer defaults in the payment of the Principal of any Security when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon declaration or otherwise;

         (C) consents to the appointment of a Custodian of it or for any substantial part of its property; or

         (D) makes a general assignment for the benefit of its creditors; or

         or takes any comparable action under any foreign laws relating to insolvency;

Supplemental Indenture

(or any similar relief is granted under any foreign laws) and the order, decree or relief remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee ceases to be in full force and effect during its term or the Guarantor denies or disaffirms in writing its obligations under the terms of this Indenture or the Guarantee, in each case, other than any such cessation, denial or disaffirmation in connection with the termination of the Guarantee pursuant to Section 10.2.

     The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

     The term “Bankruptcy Law” means Title 11, United States Code , or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.”

               Section 1.03. Section 8.1(c) of the Indenture is hereby amended and restated in its entirety to read as follows:

“Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.10, 4.1, 4.5, 7.7, 7.8, 8.4, 8.5 and 8.6 and Section 2.3 of the Appendix shall survive until the Securities have been paid in full. Thereafter, the Issuer’s and the Trustee’s obligations in Sections 7.7, 8.4 and 8.5 shall survive such sat