exv10w1



 



EXECUTION
COPY


     THIRD AMENDMENT, dated as of August 7, 2007 (this “Third
Amendment”), to the CREDIT AGREEMENT dated as of July 8, 2005, as
amended by the First Amendment dated as of December 7, 2006 and the Second
Amendment dated as of December 18, 2006 (as further amended, restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”), among EXPEDIA, INC., a Delaware corporation; EXPEDIA,
INC., a Washington corporation; TRAVELSCAPE, LLC, a Nevada limited
liability company (successor to TRAVELSCAPE, INC., a Nevada corporation);
HOTELS.COM, a Delaware corporation; HOTWIRE, INC., a Delaware corporation;
the other Borrowing Subsidiaries from time to time party thereto; the
LENDERS from time to time party thereto; JPMORGAN CHASE BANK, N.A., as
Administrative Agent; and J.P. MORGAN EUROPE LIMITED, as London Agent.



WITNESSETH:




     WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Credit Agreement
on the terms and subject to the conditions set forth therein; and



     WHEREAS, the Company has requested that the Lenders amend certain provisions of the Credit
Agreement, and the Lenders under the Credit Agreement whose signatures appear below, constituting
at least the Required Lenders, are willing to amend the Credit Agreement on the terms and subject
to the conditions set forth herein;



     NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto hereby agree as follows:



     SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein
(including in the preamble hereto) have the meanings assigned to them in the Credit Agreement.



     SECTION 2. Amendment of Credit Agreement. Effective as of the Third Amendment
Effective Date (as defined below), the Credit Agreement is hereby amended as follows:



     (a) Amendment of Section 6.05. Section 6.05 of the Credit Agreement is amended to read in
its entirety as follows:




        “SECTION 6.05. Restricted Payments. The Company will not, and will
not permit any of the Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except that (a) the Company may
declare and pay dividends with respect to its Equity Interests payable solely in
additional shares of its common stock, (b)



 









 





2






Subsidiaries may declare and pay dividends ratably with respect to their
Equity Interests and (c) the Company may make Restricted Payments pursuant to and
in accordance with stock option plans or other benefit plans for management or
employees of the Company and the Subsidiaries; provided, however,
that so long as no Default or Event of Default shall exist or would be caused
thereby, the Company may make Restricted Payments without limitation if the
Leverage Ratio as of the end of the most recently completed fiscal quarter, giving
pro forma effect to such Restricted Payments and any related incurrence of
Indebtedness as if they had occurred on the last day of such quarter, shall have
been equal to or less than 3.0 to 1.0.”



     (b) Amendment of Section 6.11. Section 6.11 of the Credit Agreement is amended to read in
its entirety as follows:




        “SECTION 6.11. Consolidated Net Worth. The Company will not at any
time permit Consolidated Net Worth to be less than the sum at such time of (a)
US$3,500,000,000 and (b) commencing with the fiscal quarter beginning on October
1, 2007, 50% of the Company’s Consolidated Net Income for each fiscal quarter of
the Company for which Consolidated Net Income is positive and for which financial
statements shall have been delivered under Section 5.01(a) or (b).”



     SECTION 3. Representations, Warranties and Agreements. The Company, as to itself and
each of the Subsidiaries, hereby represents and warrants to and agrees with each Lender and the
Agents that:



     (a) The representations and warranties set forth in Article III of the Credit Agreement, as
amended hereby, are true and correct in all material respects on and as of the Third Amendment
Effective Date and after giving effect to this Third Amendment, with the same effect as if made on
and as of such date, except to the extent such representations and warranties expressly relate to
an earlier date, in which case they were true and correct as of such earlier date.



     (b) As of the Third Amendment Effective Date, after giving effect to this Third Amendment,
no Default or Event of Default has occurred and is continuing.



     SECTION 4. Effectiveness. This Third Amendment shall become effective as of the date
(the “Third Amendment Effective Date”) on which the Administrative Agent shall have
received duly executed counterparts hereof that, when taken together, bear the authorized
signatures of the Company and Lenders constituting at least the Required Lenders.



     SECTION 5. Credit Agreement. Except as specifically stated herein, the Credit
Agreement shall continue in full force and effect in accordance with the provisions thereof. As
used therein, the terms “Agreement”, “herein”, “hereunder”, “hereto”,









 





3





“hereof” and words of similar import shall, unless the context otherwise requires, refer to
the Credit Agreement as modified hereby.



     SECTION 6. Applicable Law. THIS THIRD AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     SECTION 7. Counterparts. This Third Amendment may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall constitute an original
but all of which, when taken together, shall constitute a single instrument. Delivery of an
executed counterpart of a signature page of this Third Amendment by telecopy shall be effective as
delivery of a manually executed counterpart hereof.



     SECTION 8. Fees and Expenses. The Company agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this Third Amendment, including
the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the
Administrative Agent. The Company agrees to pay on the Third Amendment Effective Date to the
Administrative Agent, for the account of each Lender that executes and delivers a copy of this
Third Amendment to the Administrative Agent (or its counsel) at or prior to 5:00 p.m., New York
City time, on August 7, 2007 (the “Signing Date”), an amendment fee in an amount equal to
0.125% of the aggregate principal amount of the Commitments of such Lender outstanding on the
Signing Date. All fees shall be payable in immediately available funds and shall not be
refundable.









 




     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by
their respective authorized officers as of the date first above written.


 

 



    EXPEDIA, INC., a Delaware corporation,



 


			
	 	    by: 
	
    /s/  Burke
    F. Norton









    Name: Burke F. Norton




    Title:  Executive Vice President and General Counsel



 



    JPMORGAN CHASE BANK, N.A., individually and as Administrative
    Agent,



 


			
	 	    by: 
	
    /s/  Peter
    B. Thauer









    Name: Peter B. Thauer




    Title:  Executive Director














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT




 

 



   Name of Institution: Bank of America, N.A.




 


			
	 	    by: 
	

/s/  Kevin J.
Sanders









    Name: Kevin J. Sanders




    Title:  Vice President















 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: The Governor and Company of the Bank of
Ireland



 


			
	 	    by: 
	

/s/  Ciaran
Doyle









    Name: Ciaran Doyle




    Title:  Authorized Signatory



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  Carla
Ryan









    Name: Carla Ryan




    Title:  Authorized Signatory






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: BARCLAYS BANK PLC



 


			
	 	    by: 
	

/s/  Esther
Carr









    Name: Esther Carr




    Title:  Manager



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: BNP PARIBAS



 


			
	 	    by: 
	

/s/  Berangere
Allen









    Name: Berangere Allen




    Title:  Vice President



 



    Name of
Institution:1
BNP PARIBAS



 


			
	 	    by: 
	

/s/  Richard
Pace









    Name: Richard Pace




    Title:  Managing Director






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: FIFTH THIRD BANK



 


			
	 	    by: 
	

/s/  Gary
Losey









    Name: Gary Losey




    Title:  Vice President



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: HSBC BANK USA NATIONAL ASSOCIATION



 


			
	 	    by: 
	

/s/  Scott
Regan









    Name: Scott Regan




    Title:  Vice President



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: MIZUHO CORPORATE BANK, LTD.



 


			
	 	    by: 
	

/s/  Raymond
Ventura









    Name: Raymond Ventura




    Title:  Deputy General Manager



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: SOCIETE GENERALE



 


			
	 	    by: 
	

/s/  Ambrish
D. Thanawala









    Name: Ambrish D. Thanawala




    Title:  Managing Director



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: Sumitomo Mitsui Banking Corporation



 


			
	 	    by: 
	

/s/  Leo E.
Pagarigan









    Name: Leo E. Pagarigan




    Title:  General Manager


 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    The Bank of New York



 


			
	 	    by: 
	

/s/  Robert
Besser









    Name: Robert Besser




    Title:  Vice President















 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.



 


			
	 	    by: 
	

/s/  Spencer
Hughes









    Name: Spencer Hughes




    Title:  Authorized Signatory



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: The Royal Bank of Scotland



 


			
	 	    by: 
	

/s/  William
McGinty









    Name: William McGinty




    Title:  Senior Vice President



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    United Overseas Bank Limited, New York Agency



 


			
	 	    by: 
	

/s/  George Lim









    Name: George Lim




    Title:  SVP & GM



 



 


			
	 	    by: 
	

/s/   Mario
Sheng









    Name: Mario Sheng




    Title:  AVP






 




			
	1	 	For any Lender requiring a second signature line.














 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: US BANK NATIONAL ASSOCIATION



 


			
	 	    by: 
	

/s/  Kurban
H. Merchant









    Name: Kurban H. Merchant




    Title:  Vice President















 




SIGNATURE PAGE TO

THIRD AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





 

 



    Name of Institution: Wachovia Bank, N.A.



 


			
	 	    by: 
	

/s/  Scott
Suddreth









    Name: Scott Suddreth




    Title:  Vice President



 



    Name of Institution:1



 


			
	 	    by: 
	

/s/  









    Name:




    Title:  






 




			
	1	 	For any Lender requiring a second signature line.