SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of November 14, 2014, by and among the Issuer, the Guarantors 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, pursuant to a Consent Solicitation Statement, dated as of November 6, 2014 (as amended or supplemented from time to time, the “Consent Solicitation”), the Issuer has proposed certain amendments to the Indenture, to, among other things, delay the delivery to the Trustee of the financial information that would be required to be contained in a quarterly report on Form 10-Q with respect to the fiscal quarter ended September 30, 2014 (the “2014 Q3 Report”);  

WHEREAS, Section 9.2 of the Indenture provides that with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, the Issuer, the Guarantors and the Trustee may amend or supplement, or waive compliance with any provision of, the Indenture for the purpose of adding any provision to or changing in any manner or eliminating any provisions of the Indenture or of modifying in any manner the rights of the Holders under the Indenture, except in certain cases that do not apply;

WHEREAS, the holders of at least a majority in aggregate principal amount of the Notes outstanding have consented to the proposed amendments described in the Consent Solicitation and this Supplemental Indenture pursuant to consent documents obtained prior to the execution hereof;

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

A.)  The following defined terms shall be added in alphabetical order to Section 1.1 of the Indenture:

“Consent Fee” means the “Second Consent Payment” with respect to the Notes as defined in the Solicitation Documents.

“Covenant Reversion Date” means April 1, 2015, or, if the Consent Fee has been paid in accordance with the Solicitation Documents, May 16, 2015.

“Solicitation Documents”  means the Consent Solicitation Statement, dated as of November 6, 2014, and the related Consent Form, each as may be amended and supplemented from time to time.

B.) Section 3.10(a) is hereby amended by deleting the proviso at the end of the first sentence thereof and replacing it with the following:

“provided, however, that such reports (A) will not be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Items 301 or 302 of Regulation S-K, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (B) will not be required to contain the separate financial information for Guarantors contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC, (C) will not be required to be provided pursuant to paragraph (a)(2) until March 31, 2015 (or, if the Consent Fee has been paid in accordance with the terms of the Solicitation Documents, May 15, 2015) with respect to the fiscal quarter ended September 30, 2014,  and (D) if the Consent Fee has been paid in accordance with the terms of the Solicitation Documents, will not be required to be provided pursuant to paragraph (a)(1) or (a)(2) until May 15, 2015 with respect to the fiscal year ended December 31, 2014 and the fiscal quarter ended September 30, 2014.”

C.) Section 3.15 is hereby amended by inserting the following new sentence at the end thereof:

“Notwithstanding any other provision of this Section 3.15 or this Indenture, the Issuer will have no obligation to deliver an Officer’s Certificate, as referred to in this Section 3.15, relating to the fiscal year ended December 31, 2014 until the Covenant Reversion Date has occurred, and, in the event the Covenant Reversion Date is May 16, 2015, the Officer’s Certificate required by this Section 3.15 shall be delivered on or prior to such date.”

D.) Section 3.18 is hereby amended by inserting the following new sentence at the end thereof:

“Notwithstanding any other provision of this Section 3.18 or this Indenture, the Issuer will have no obligation to deliver an Officer’s Certificate, as referred to in the preceding sentence, relating to the breach of Section 3.10(a)(1) or (a)(2) that occurred prior to the Covenant Reversion Date.”

E.)  The last sentence of Section 9.2 is hereby deleted in its entirety and replaced with the following:

“After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall either (i) mail to Holders a notice or (ii) issue a press release, in either case briefly describing such amendment or supplement.  The failure to give such notice to all Holders of the Notes, or any defect therein, shall not impair or affect the validity of the amendment.”

[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.

BANKRATE, Inc.

By:/s/ Steven D. Barnhart

Name:  Steven D. Barnhart
Title: Interim Chief Financial Officer

CREDITCARDS.COM, INC.

LINKOFFERS, INC.

NETQUOTE HOLDINGS, INC.

NETQUOTE INC

Caring, Inc.
each, as a Guarantor

By:/s/ Steven D. Barnhart

Name:  Steven D. Barnhart

Title: Vice President and Secretary

WILMINGTON TRUST, NATIONAL ASSOCIATION,  
as Trustee

By: /s/ Joseph P. O’Donnell

Name:  Joseph P. O’Donnell
Title: Vice President