8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 21, 2009

Move, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-26659
(Commission
File Number) 95-4438337
(IRS Employer
Identification No.)

30700 Russell Ranch Road
Westlake Village, California 91362
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (805) 557-2300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

 EX-99.1

Item 1.01 Entry into a Material Definitive Agreement

Effective May 21, 2009, Move, Inc. (the “Company”) amended its revolving line of credit facility with Citigroup Global Markets Inc. (“CGMI”). That credit facility was established under a Loan Agreement between the Company and CGMI dated May 8, 2008 (the “Loan Agreement”). The material terms of the Loan Agreement were previously disclosed in Part II, Item 5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. The May 21, 2009 amendment (the “Amendment No. 2”) extended the date by which the Company is required to repay outstanding principal advances to May 20, 2010 and revised the interest rate applicable to such advances. The per annum interest rate was revised to a rate equal to the lesser of (a) the Open Federal Funds Rate plus 3.8% or (b) CGMI’s and its affiliates’ proprietary CGM Working Capital Rate. Both the Open Federal Funds Rate and the CGM Working Capital Rate are subject to change from time to time. As of the effective date of Amendment No. 2, the Open Federal Funds Rate plus 3.8%, and the CGM Working Capital Rate, were identical. As of May 21, 2009, there was $64.7 million in outstanding borrowings against this line of credit. Amendment No. 2 is set forth at Exhibit 99.1 of this Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 1.01 of this report is incorporated by reference to this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Amendment No. 2 dated May 21, 2009 to the Loan Agreement between Move, Inc. and Citigroup Global Markets Inc. dated May 8, 2008.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOVE, INC.
Date: May 28, 2009	By:	/s/ James S. Caulfield
		James S. Caulfield
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Amendment No. 2 dated May 21, 2009 to the Loan Agreement between Move, Inc. and Citigroup Global Markets Inc. dated May 8, 2008.

EX-99.1

EXHIBIT 99.1

Amendment No. 2 to Loan Agreement

     This Amendment No. 2 to Loan Agreement, dated as of May 21, 2009 (this “Amendment”), is made between Citigroup Global Markets Inc. (“Smith Barney” or “SB”) and the undersigned, Move Inc. (“Client”).

     Whereas, SB and Client have entered into that certain Loan Agreement dated as of May 8, 2008, as amended by that certain Amendment No. 1 to Loan Agreement dated as of May 7, 2009 (as amended, the “Loan Agreement”); capitalized terms used herein but not defined herein have the meaning given to them in the Loan Agreement;

     Whereas, SB and Client desire to amend the Loan Agreement to extend the Maturity Date to May 20, 2010 and to change the Interest Rate to the CGM Working Capital Rate, capped at Open Federal Funds Rate plus 3.80%;

     Now, therefore, SB and Client, for good and valuable consideration, the receipt of which is hereby acknowledged, hereby agree as follows:

1. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

a.	Section 2 of the Loan Agreement is hereby amended and restated in its entirety as follows:
	2.) Interest. SB shall charge the Client interest at the per annum variable rate equal to the lesser of (i) SB’s and its affiliates’ proprietary CGM Working Capital Rate and (ii) the Open Federal Funds Rate plus 3.80% (such lesser rate, the “Interest Rate”) on the aggregate principal amount of Advances outstanding, if any. The CGM Working Capital Rate as of the date of this Agreement is equal to the Open Federal Funds Rate plus 3.80%, and may change from time to time as determined by SB and/or its affiliates. In the event that the CGM Working Capital Rate changes during a monthly interest cycle, the latest Interest Rate during such cycle shall apply from the beginning of such cycle. Such interest shall be computed in the same manner as that set forth for securities margin accounts in the pamphlet prepared by SB entitled “Important New Account Information” (hereafter referred to as “New Account Document”) under the heading “Credit Terms”, which may be amended from time to time and which amendment shall become binding upon written notice to the Client (but such amendments shall not change the Interest Rate). The Client hereby acknowledges receipt of the New Account Document. Interest shall be payable monthly on the 21st day of each month (or, if the 21st is not a business day, on the next business day). If (i) a sufficient amount of cash or money market fund shares is not available in the Account to pay the monthly interest amount, or if the Client elects not to make interest payments from the Account, and (ii) sufficient Collateral acceptable to SB is in SB’s possession in the Account, the interest due shall be added to the Client’s outstanding principal balance hereunder and thereafter interest shall accrue on such amount until the Client’s outstanding balance on all Advances has been repaid in full, whether before or after demand or termination of this Agreement. The Client understands that by adding interest to the outstanding principal balance of Client’s Advances, the amount of additional Advances the Client may obtain shall be proportionately reduced. In no event shall the total interest and fees charged under this Agreement exceed the maximum interest rate or total fees permitted by law. In the event any excess interest or fees are collected, the same shall be refunded or credited to the Client.
b.	Section 3 of the Loan Agreement is hereby amended and restated in its entirety as follows:
	“3.) Repayment. The Client agrees to pay on May 20, 2010 (“Maturity Date”) any balance outstanding with respect to all Advances, including any accrued interest and fees, as well as any costs of collection and reasonable attorneys’ fees and costs. The total amount owed by the Client described in the preceding sentence is hereafter referred to in this Agreement as the “Loan Obligation”. The Client may prepay the Loan Obligation in whole or in part without penalty at any time prior to the Maturity Date.

2.	No Other Amendment. Except as amended by Section 1 above, the Loan Agreement remains in full force and effect.
3.	Governing Law. This Amendment will be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws rules of such State.

4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall constitute one and the same instrument.

     In witness whereof, the undersigned have executed this Amendment as of the date first above-written.

MOVE INC.		CITIGROUP GLOBAL MARKETS INC.
By:	/s/ LEW BELOTE	By:	/s/ RICHARD GEMBERLING
Name:	Lewis R. Belote, III	Name:	Richard A. Gemberling
Title:	Chief Financial Officer	Title:	Managing Director, Global Wealth Advisory Services

*     *     *     *     *