LENDINGTREE INC
AMENDED & RESTATED PROMISSORY NOTE/$1,200,000
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>15
<FILENAME>g67563ex10-21.txt
<DESCRIPTION>AMENDED & RESTATED PROMISSORY NOTE/$1,200,000
<TEXT>

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                                                                   Exhibit 10.21

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE


$1,200,000                                                         March 7, 2001


         DOUGLAS R. LEBDA, a natural person residing in the State of North
Carolina (the "Borrower"), for value received, hereby promises to pay to
LENDINGTREE, INC. (the "Company"), or its assigns, the principal amount of ONE
MILLION, TWO HUNDRED THOUSAND DOLLARS ($1,200,000) (the "Loan"), of which SIX
HUNDRED THOUSAND DOLLARS ($600,000) shall be paid on each of the Maturity Dates,
with interest (computed on the basis of the actual number of days elapsed over a
360 day year) payable on each such Maturity Date from February 16, 2000, on the
unpaid balance of the Loan at a rate per annum equal to the Federal Rate, on
January 31 of each year in which a principal balance is outstanding, in arrears.
Payments of principal and interest hereon shall be made in lawful money of the
United States of America at the address for such purpose specified in Section 9
or at such other address as you or any subsequent holder of this Note may
designate in writing, without requiring any presentation or surrender of this
Note, except if this Note is paid or prepaid in full it shall be promptly
surrendered to the Borrower and canceled. This Note is an amendment and
restatement in its entirety of that certain Promissory Note dated February 16,
2000, issued by the Borrower in favor of the Company and represents the
continuing obligation of the Borrower thereunder.

Section 1. Prepayment. At any time, or from time to time, the Borrower may, at
Borrower's option, or as required by Section 4(d) hereto, prepay all or any part
of this Note. In the event of any such prepayment, the Borrower shall give
written notice thereof to the holder of this Note not less than 10 days (or
three (3) business days if the prepayment is required by Section 4(d)) prior to
the date fixed for such prepayment. Each such notice shall set forth (a) the
date fixed for prepayment, (b) the aggregate principal amount of and accrued on
this Note to be prepaid on such date.

Section 2. Acceleration. In addition to the rights granted to the holder of this
Note under Section 3 hereof, if the Borrower's employment with the Company is
terminated, on the date which is either (a) 30 days from the date such
termination becomes effective, if such termination is for Cause or (b) 95 days
from the date such termination becomes effective, if such termination is not for
Cause, the holder of this


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Note shall have the right to declare the entire principal of, and interest
accrued on, this Note then outstanding to be, and this Note shall thereupon
become, forthwith due and payable, without any presentment, demand, protest, or
other notice of any kind, all of which are hereby expressly waived, and the
Borrower shall forthwith pay to the holder of this Note the entire principal of,
and interest accrued interest on, this Note.

Section 3. Representations and Warranties.

The Borrower represents and warrants that:

         (a) When executed and delivered, this Note will constitute the valid
and legally binding obligation of the Borrower, enforceable against the Borrower
in accordance with its terms.

         (b) The execution, delivery and performance of this Note will not
violate or conflict with or constitute a default under, or result in the
creation of any mortgage, lien, charge or encumbrance upon any of the properties
or assets of the Borrower pursuant to any term of any agreement, instrument,
judgment, decree, order, law, statute, rule or regulation applicable to the
Borrower or any of Borrower's respective properties or assets.

         (c) The Borrower is not bound by or subject to any agreement,
instrument, judgment, decree, order, law, statute, rule or regulation under the
terms of or pursuant to which Borrower's obligation to pay interest or principal
of this Note, or to perform Borrower's obligations hereunder, is in any way
restricted.

Section 4. Covenants. The Borrower covenants and agrees that until the principal
amount of this Note, together with interest thereon and all other obligations
incurred hereunder, are paid in full:

         (a) Payment of Principal and Interest. The Borrower shall duly and
punctually pay to the Company, when due, all principal of and interest on this
Note on the dates and in the manner provided herein. Principal or interest shall
be considered paid on the date it is due if the Company withholds on that date
money otherwise payable to the Borrower, in the amounts and at the times
required under this Note. The Borrower shall pay interest on overdue principal
from the due date at the Federal Rate plus 2.0% per annum.



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         (b) No Transfer of Pledged Stock. The Borrower shall not transfer any
of the Pledged Stock except in accordance with the terms and provisions of the
Pledge Agreement.

         (c) Use of Proceeds. The Borrower shall use the proceeds from the Loan
solely for the purpose of acquiring the Pledged Stock and not use the proceeds
from the Loan, directly or indirectly, to purchase or carry margin securities,
as those terms are defined in the laws and regulation applicable to margin loans
as promulgated by the Securities and Exchange Commission and the Board of
Governors of the Federal Reserve System.

         (d) Mandatory Prepayment. If Borrower (x) is terminated for Cause by
the Company or (y) voluntarily terminates his employment for other than Good
Reason, then within three (3) business days after the receipt by the Borrower of
any Net Proceeds, the Borrower shall apply such Net Proceeds to as follows:

                  (i) if the Current Value of the Pledged Stock and the Other
Stock is equal to or greater than the Minimum Collateral Value, the Net Proceeds
Payable shall be applied by the Borrower ratably to the prepayment of the Loans,
and the remainder of the Net Proceeds shall be retained by the Borrower;
provided, however, that if the Current Value of the Pledged Stock and the Other
Stock is less than the Minimum Collateral Value, the Borrower must make
prepayment pursuant to paragraph (ii) below.

                  (ii) if the Current Value of the Pledged Stock and the Other
Stock is less than the Minimum Collateral Value, the Net Proceeds shall be
applied by the Borrower ratably to the prepayment of the Loans until the Current
Value of the Pledged Stock and the Other Stock is at least equal to the Minimum
Collateral Value. If there are any Net Proceeds remaining after such prepayment,
they shall be applied pursuant to paragraph (a) above.

Section 5. Remedies.

Each of the following shall be Events of Default under this Note:

         (d) the Borrower defaults in the due and punctual payment of all or any
part of the principal of this Note when and as the same shall become due and
payable, whether at the stated maturity thereof, by notice of or demand for
prepayment, or otherwise;



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         (e) the Borrower defaults in the due and punctual payment of any
interest on this Note when and as such interest shall become due and payable and
such default shall have continued for a period of five days;

         (a) any representation or warranty made by the Borrower herein shall
prove to be untrue in any material respect as of the date of the issuance or
making thereof;

         (f) the Borrower defaults in the performance or observance of any other
of the provisions contained in this Note and such default shall have continued
for a period of 30 days after the earlier of (i) the Borrower's obtaining actual
knowledge of such default or (ii) the Borrower's receipt of written notice of
such default;

         (b) the Borrower shall default in the payment when due (whether by
scheduled maturity, by required prepayment, by acceleration, by demand, or
otherwise) of any indebtedness for borrowed money owing to any other person, or
any interest or premium thereon of any amount owing in respect of such
indebtedness, in excess of $50,000; or the Borrower shall default in the
performance or observance of any obligation or condition with respect to such
indebtedness or any other event shall occur or condition exist, if the effect of
such default, event or condition is to accelerate the maturity of any such
indebtedness or to permit (without regard to any required notice or lapse of
time) the holder or holders thereof, or any trustee or agent for such holders,
to accelerate the maturity of any such indebtedness, or any such indebtedness
shall become or be declared to be due and payable prior to its stated maturity
other than as a result of a regularly scheduled payment date;

         (g) there shall remain in force, undischarged, unbonded, or unstayed,
for more than thirty (30) days, any final judgment against the Borrower that,
with other outstanding final judgments, undischarged, against the Borrower
exceeds in the aggregate $10,000;

         (h) the Borrower shall (i) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee or liquidator;
(ii) be generally unable to pay the Borrower's debts as such debts become due;
(iii) make a general assignment for the benefit of the Borrower creditors; (iv)
commence a voluntary case under the Bankruptcy Code; (v) file a petition seeking
to take advantage of any other law of any jurisdiction relating to bankruptcy,
insolvency, or composition or readjustment of debts; (vi) fail to controvert in
a timely and appropriate manner, or acquiesce in writing to, any petition filed
against the Borrower in an



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involuntary case under the Bankruptcy Code; or (vii) take any action for the
purpose of effecting any of the foregoing;

         (i) a proceeding or case shall be commenced, without the application or
consent of the Borrower, in any court of competent jurisdiction, seeking (i) the
liquidation of the Borrower's assets, or the composition or readjustment of the
Borrower's debts, (ii) the appointment of a trustee, receiver, custodian,
liquidator or the like of any substantial part of the Borrower's assets, or
(iii) similar relief in respect of the Borrower under any law of any
jurisdiction relating to bankruptcy, insolvency, or the composition or
readjustment of debts, and such proceedings or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect for a period of sixty (60) days;
or an order for relief against the Borrower shall be entered in an involuntary
case under any bankruptcy, insolvency, composition, readjustment of debt,
liquidation of assets or similar law of any jurisdiction;

         (c) the Borrower shall die or become incapacitated or otherwise unable
to fulfill his duties with the Company; or

         (d) any provision of the Pledge Agreement shall for any reason cease to
be valid and binding on the Borrower or the Borrower shall so state in writing;
or the Pledge Agreement shall for any reason cease to create a valid lien on any
of the Collateral purported to be covered thereby, or such lien shall cease to
be a perfected and first priority lien with respect to the Collateral, or the
Borrower shall so state in writing;

If an Event of Default specified in clauses (g) and (h) of this Section 3 shall
exist, this Note shall automatically become immediately due and payable together
with interest accrued thereon, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived.

If an Event of Default other than those specified in clauses (g) and (h) shall
exist, the holder of this Note may exercise any right, power or remedy permitted
to such holder by applicable law, and shall have, in particular, without
limiting the generality of the foregoing, the right to declare the entire
principal of, and interest accrued on, this Note then outstanding to be, and
this Note shall thereupon become, forthwith due and payable, without any
presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived, and the Borrower shall forthwith pay to the holder of
this Note the entire principal of, and interest accrued on, this Note.



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No course of dealing on the part of the holder of this Note nor any delay or
failure on the part of the holder of this Note to exercise any right shall
operate as a waiver of such right or otherwise prejudice such holder's rights,
powers and remedies. If the Borrower fails to comply with any provision of this
Note the Borrower shall pay to the holder, to the extent permitted by applicable
law, such further amounts as shall be sufficient to cover the costs and
expenses, including but not limited to reasonable attorneys' fees, incurred by
such holder in collecting any sums due on this Note or in otherwise assessing,
analyzing or enforcing any rights or remedies that are or may be available to
it.

The Borrower further waives and agrees not to assert any rights or privileges it
may acquire under Section 9-112 of the New York Uniform Commercial Code. Subject
to the Amended and Restated Pledge Agreement, the Borrower shall not be liable
for the deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay all amounts to which the holder of the Note
is entitled, and the fees of any attorneys employed by the holder of the Note to
collect such deficiency.

Section 6. Security. In order to secure the payment and performance in full of
all of its obligations under this Note, the Borrower covenants and agrees to
pledge the Pledged Stock (as defined in the Pledge Agreement) owned by the
Borrower, substantially in accordance with the terms of the Pledge Agreement
attached hereto as Exhibit A.

Section 7. Right of Set-off. The Company is hereby authorized, at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all amounts at any time held and all indebtedness of other amounts at
any time owing by the Borrower to or for the credit or the account of the
Company regardless of the currency in which any such deposit, amount or
indebtedness may be denominated, against any and all of the due and payable
obligations of the Borrower now or hereafter existing, irrespective of whether
or not the Company shall have made any demand. The Company will promptly notify
the Borrower after any such set-off and application, provided that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of the Company hereunder are in additional to other
rights and remedies (including, without limitation, other rights of set-off)
which the Company may have.

Section 8. Definitions and Principles of Construction.



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         (a) Defined Terms. As used in this Note, the following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

"Applicable Factor" shall mean the result of the Net Proceeds divided by the
Current Value of the Other Stock prior to a Transfer Event.

"Applicable Share Price" shall mean the average closing sale price of the shares
of the Company for the ten trading days immediately preceding a Transfer Event.

"Bankruptcy Code" shall mean Title 11 of the United States Code entitled
"Bankruptcy", as now and hereafter in effect, or any successor statutes.

"Cause" shall have the meaning assigned to that term in that certain Employment
Agreement dated September 2, 1999 between the Company and the Borrower.

"Collateral" shall have the meaning assigned to that term in the Pledge
Agreement.

"Credit Documents" shall mean this Note and the Pledge Agreement.

"Current Value" shall mean the product of the number of shares to be valued
multiplied by the Applicable Share Price.

"Good Reason" shall have the meaning assigned to that term in that certain
Employment Agreement dated September 2, 1999 between the Company and the
Borrower.

"Federal Rate" shall mean the applicable federal rate, as defined under sections
1274(d) and 7872 of the Internal Revenue Code of 1986, as amended, compounded
annually.

"Loans" shall mean, collectively, the Loan and the loan evidenced by the
Promissory Note, dated as of the date hereof, by the Borrower in favor of the
Company and attached as Exhibit A to the Pledge Agreement.

"Maturity Dates" shall mean January 31, 2004 and 2005, respectively.

"Material Adverse Effect" shall mean a material adverse effect on (i) the
properties, assets, condition (financial or otherwise) or earnings prospects of
Borrower, (ii) the ability of the Borrower to fully and timely perform the
Secured Obligations, (iii) the legality, validity, binding effect or
enforceability against the Borrower of any Credit



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Document or (iv) any material rights, remedies and benefits available to, or
conferred upon, the Company, any holder of the Note or any agent (appointed in
accordance with the Pledge Agreement) under any Credit Document.

"Minimum Collateral Value" shall mean the product of the aggregate outstanding
principal and interest on the Loans multiplied by four (4).

"Net Proceeds" shall mean any proceeds from a Transfer Event less all reasonable
fees and expenses incurred or to be incurred and all federal state, local and
foreign taxes assessed or to be assessed in connection with such Transfer Event.

"Net Proceeds Payable" shall mean the product of the Net Proceeds multiplied by
the Applicable Factor.

"Other Stock" shall mean all capital stock of the Company, other than the
Pledged Stock, now or hereafter held in the name of the Borrower.

"Pledge Agreement" shall mean the Pledge Agreement dated as of even date
herewith between the Borrower and the Company, as the same may be amended,
supplemented or otherwise modified from time to time.

"Pledged Stock" shall have the meaning assigned to that term in the Pledge
Agreement.

"Surplus" shall have the meaning assigned to that term in Section 10.

"Secured Obligations" shall have the meaning assigned to that term in the Pledge
Agreement.

"Transfer Event" shall mean (i) any transfer, sale or other disposition of all
or a portion of the Other Stock or (ii) any loan, borrowing or other financing
secured or guaranteed by all or a portion of the Other Stock.

         (b) Principles of Construction. All references to sections and exhibits
are to sections and exhibits in or to this Note unless otherwise specified. The
words "hereof," "herein" and "hereunder" and words of similar import when used
in this Note shall refer to this Note as a whole and not to any particular
provision of this Note.

Section 9. Notices.



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The Borrower's address for all communications related to this Note shall be as
follows:

                                Douglas R. Lebda
                                9313 Olivia Lane
                               Charlotte, NC 28277

The Company's address for all communications and payments related to this Note
shall be as follows:

                                LendingTree, Inc
                           6701 Carmel Road, Suite 205
                         Charlotte, North Carolina 28226
                           Attention: General Counsel

With a copy to:

                                LendingTree, Inc
                           6701 Carmel Road, Suite 205
                         Charlotte, North Carolina 28226
                       Attention: Chief Financial Officer

Section 10. Sale of Pledged Stock. In the event that, pursuant to Section 8 of
the Pledge Agreement, the Pledgor sells a portion or all of the Pledged Stock,
the Company will deliver to the buyer the corresponding number of shares of
Pledged Stock against the aggregate amount of proceeds from such sale. In the
event that the aggregate amount of proceeds from such sale exceeds the amount of
principal and accrued interest (including, without limitation, fees, expenses or
otherwise) then outstanding on the Loan (the "Surplus"), the Company shall pay
the Pledgor the Surplus.

Section 11. Successors and Assigns.

This Note shall inure to the benefit of and be binding upon the successors and
assigns of the Company or any holder of this Note. The provisions hereof are
intended to be for the benefit of all holders, from time to time, of this Note,
and shall be enforceable by any such holder, whether or not an express
assignment to such holder of rights hereunder shall have been made by the holder
or



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any successor or assign. The Borrower may not assign this Note without the prior
written consent of the holder of this Note.

Section 12. Expenses. The Borrower agrees to pay all reasonable out-of-pocket
expenses incurred by the holder of this Note, including the reasonable fees,
charges and disbursement of counsel for such holder, in connection with any
amendment, waiver, supplement or modification to, or enforcement or protection
of such holder's rights under this Note.

Section 13. No Waiver; Remedies Cumulative. No failure or delay on the part of
the Company in exercising any right, power or privilege hereunder and no course
of dealing between the Borrower and the Company shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or hereunder
or the exercise of any other right, power or privilege hereunder. The rights,
powers and remedies herein expressly provided are cumulative and not exclusive
of any rights, powers or remedies which the Company or the holder of this Note
would otherwise have. No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Company to any
other or further action in any circumstances without notice or demand.

Section 14. Non-Recourse. Recourse to the Borrower with respect to any claims
arising under or in connection with this Note shall be limited to the extent
provided in the Amended and Restated Pledge Agreement dated March 7, 2001 and
the terms, covenants and conditions of the Amended and Restated Pledge Agreement
are hereby incorporated by reference as if fully set forth in this Note.

Section 15. GOVERNING LAW. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW).

Section 16. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR ANY MATTER ARISING HEREUNDER.



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                                                     ------------------------
                                                     Name: Douglas R. Lebda




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                          EXHIBIT A TO PROMISSORY NOTE

                                PLEDGE AGREEMENT



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