THIRD Supplemental Indenture

THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 11,  2015, by and among Bankrate, Inc., a Delaware corporation  (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;

WHEREAS, pursuant to a Consent Solicitation Statement, dated as of May 4, 2015 (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 quarters ended September 30, 2014, in an annual report on Form 10-K with respect to the fiscal year ended December 31, 2014 and in a quarterly report on Form 10-Q with respect to the fiscal quarter ended March 31, 2015;

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 replace the versions currently included in Section 1.1 of the Indenture:

“Covenant Reversion Date” means June 25, 2015, or, if the Consent Fee has been paid in accordance with the Solicitation Documents, July  15, 2015.

“Solicitation Documents”  means the Consent Solicitation Statement, dated as of May 4, 2015, 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) subject to clause (E) below with respect to the fiscal quarter ended September 30, 2014, will not be required to be provided pursuant to paragraph (a)(2) until June 24, 2015 (or, if the Consent Fee has been paid in accordance with the terms of the Solicitation Documents, July 14, 2015) with respect to the fiscal quarters ended September 30, 2014 and March 31, 2015, (D) will not be required to be provided pursuant to paragraph (a)(1) until June 24, 2015 (or, if the Consent Fee has been paid in accordance with the terms of the Solicitation Documents, July 14, 2015) with respect to the fiscal year ended December 31, 2014 and (E) will not be required to be provided pursuant to paragraph (a)(2) in respect of the fiscal quarter ended September 30, 2014 if the unaudited financial information for such fiscal quarter, presented in accordance with Item 302 of Regulation S-K in a level of detail that complies with Regulation S-X Article 10 but excluding footnotes, is included in the report required pursuant to paragraph (a)(1) with respect to the fiscal year ended December 31, 2014 on or before June 24, 2015 (or, if the Consent Fee has been paid in accordance with the terms of the Solicitation Documents, July 14, 2015).”

C.) Section 3.15 is hereby amended by deleting the last sentence thereof and replacing it with the following new sentence:

“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 July 15, 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 not amended hereby but the definition of “Covenant Reversion Date” therein will have the meaning provided in Section 1.1 of the Indenture, as modified by this Supplemental Indenture.

[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: 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