Exhibit 4.2


 


[FACE OF NOTE]


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ
ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.


 


THIS
NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 9.05 OF THE INDENTURE, (II) THIS NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (III) THIS NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE).


 






     


     


    

 


BOOKING HOLDINGS INC.


 


0.500% SENIOR NOTES DUE 2028


 


No. 1


 


€750,000,000


 


COMMON CODE 230832200


ISIN XS2308322002


CUSIP 09857L AT5


 


BOOKING HOLDINGS INC.,
a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which
term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises
to pay to USB Nominees (UK) Limited or registered assigns, the principal sum as set forth in the attached Schedule of Increases
and Decreases, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, or any other
office or agency designated by the Company for that purpose, on March 8, 2028, and to pay interest, annually on March 8
of each year, commencing March 8, 2022, on said principal sum at said office or agency, in like coin or currency, at the rate
of 0.500% per annum, from the March 8 next preceding the date of this Note to which interest has been paid, unless the date
hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid
on the Notes (as defined on the reverse hereof), in which case from March 8, 2021, until payment of said principal sum has
been made or duly provided for.  The interest so payable on March 8 will, subject to certain exceptions provided
in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of
business on the February 22 preceding such March 8, unless the Company shall default in the payment of interest due on
such interest payment date, in which case such defaulted interest, at the option of the Company, may be paid to the person in whose
name this Note is registered at the close of business on a special record date for the payment of such defaulted interest established
by notice to the registered holders of Notes not less than thirty days preceding such special record date or may be paid in any
other lawful manner.  Interest on this Note will be calculated on the basis of the actual number of days in the period
for which interest is being calculated and the actual number of days from and including the last date on which interest was paid
on this Note (or March 8, 2021 if no interest has been paid on this Note), to but excluding the next scheduled interest payment
date.


 


If any interest payment
date, the maturity date or any earlier required repurchase date upon a designated event falls on a day that is not a business day,
the required payment will be made on the next succeeding business day and no interest on such payment will accrue in respect of
the delay. The term ‘‘business day’’ means any day, other than a Saturday or Sunday, (1) that is not
a day on which banking institutions in the City of New York or London are authorized or required by law or executive order to close
and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or
any successor thereto, is open.


 


Reference is made to
the further provisions of this Note set forth on the reverse hereof.  Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof or an authenticating
agent appointed by the Company, by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed and delivered.


 


	Dated:	 	 


 


	 	BOOKING HOLDINGS INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


This
is one of the Notes designated therein referred to in the within mentioned Indenture.


 


	Dated:	 	 




 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee and Authenticating Agent
	 	 	 
	 	By:	 
	 	 	 
	 	 	Authorized Signatory


 






     


     


    

 


[REVERSE OF NOTE]


 


	1.	Notes.



 


This
Note is one of a duly authorized issue of senior Notes of the Company (herein called the “Notes”), issued and
to be issued in one or more series under an Officers’ Certificate of the Company, dated as of March 8, 2021 (the
 “Officers’ Certificate”), pursuant to the Indenture dated as of August 8, 2017 (the “Indenture”
and, together with the Officer’s Certificate, the “Indenture”) between the Company and U.S. Bank National
Association, as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee, and the Holders and of the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of the series designated on the face hereof as “0.500% Senior Notes due 2028,” issued
in an initial aggregate principal amount of €750,000,000. The Notes will be issued only in minimum denominations of €100,000
and integral multiples of €1,000 in excess thereof. All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.


 


	2.	No Sinking Fund.



 


The Notes will not be entitled to the benefit
of any sinking fund.


 


	3.	Optional Redemption.



 


(a)          At the Company’s option,
the Notes may be redeemed in whole or in part at any time or from time to time on and after December 8, 2027 (the “Par
Call Date”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest thereon, if any, to, but excluding, the date of redemption.


 


(b)         At
the Company’s option, the Notes may be redeemed prior to the Par Call Date, in whole or in part, at any time or from time
to time (a “Redemption Date”). If the Company elects to redeem the Notes prior to the Par Call Date, the Company
will pay a redemption price equal to the greater of the following amounts, plus, in the case of each of (1) and (2) below,
accrued and unpaid interest thereon to, but excluding, such Redemption Date: (1) 100% of the aggregate principal amount of
the Notes to be redeemed and (2) an amount equal to the sum of the present values of the remaining scheduled payments
of principal and interest thereon that would have been payable in respect of such Notes as if the maturity date of such Notes was
the Par Call Date, not including any portion of the payments of interest accrued to the Redemption Date, discounted to such Redemption
Date on an annual basis at the Comparable Government Bond Rate, plus 20 basis points. Neither the Trustee nor the paying agent
shall have any responsibility for calculating the redemption price.


 






     


     


    

 


“Comparable Government Bond Rate”
means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross
redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third business day prior to the
date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond
(as defined below) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London
time) on such business day as determined by an independent investment bank selected by the Company.


 


“Comparable Government Bond”
means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected
by the Company, a German government bond whose maturity is closest to the Par Call Date, or if such independent investment bank
in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment
bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Company, determine
to be appropriate for determining the Comparable Government Bond Rate.


 


	4.	Selection and Notice of
Redemption.



 


(a)          If
less than all of the Notes are to be redeemed, in the case of certificated Notes and global Notes, the Trustee will select Notes
for redemption in accordance with the procedures of the depositary. The Trustee, in the case of certificated Notes and global Notes,
shall select Notes and portions of Notes in amounts of €100,000 and integral multiples of €1,000 in excess thereof.


 


(b)          Notices
of redemption will be sent electronically or, at the Company’s option, mailed at least 10 but not more than 60 days before
the Redemption Date to each Holder of Notes to be redeemed at its registered address, except that a redemption notice may be delivered
more than 60 days prior to the Redemption Date if such notice is issued in connection with legal or covenant defeasance of the
Company’s obligations or a satisfaction and discharge of the Indenture, or if the redemption date is delayed as provided
for in the following paragraph. The Company may provide in any redemption notice that payment of the redemption price and the performance
of its obligations with respect to such redemption may be performed by another Person.


 


(c)          Any
redemption of the Notes or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or waiver by
the Company, in its sole discretion) of one or more conditions precedent. If such redemption or notice is subject to satisfaction
of one or more conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be
delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or
such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been
(or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the
Redemption Date, or by the Redemption Date so delayed.


 






     


     


    

 


	5.	Acceleration Upon Event
of Default.



 


(a)          If an Event of Default occurs
and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding
Notes by written notice to the Company and the Trustee, may, and the Trustee at the written request of such Holders shall, declare
all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately
without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise
of any trust or power.


 


(b)          The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all Notes waive any existing
Default and its consequences under the Indenture except (i) a continuing Default in the payment of interest on, or the principal
of, the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration),
(ii) a Default arising from the failure to redeem the Notes when required pursuant to the Indenture or (iii) a Default
in respect of a provision that under Section 9.02 of the Indenture cannot be amended without the consent of each Holder of
the Notes.


 


(c)          The Indenture provides that if
a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to each Holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal
of or interest on any Note, the Trustee may withhold the notice if and so long as it in good faith determines that withholding
the notice is in the interests of Holders. In addition, the Company is required to deliver to the Trustee, within 120 days after
the end of each Fiscal Year, an Officers’ Certificate stating that in the course of the performance by the signers of their
duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any
Default that occurred during such period. The Company is also required to deliver to the Trustee, within 30 days after the Company
first gains knowledge of the occurrence thereof, written notice in the form of an Officers’ Certificate of any event which
with the giving of notice or the lapse of time would become an Event of Default, its status and what action the Company is taking
or proposes to take with respect thereto (provided that, solely with respect to an Event of Default arising from certain events
of bankruptcy or insolvency, no such status or description of action is required).


 


	6.	Amendment and Modification.



 


The Indenture permits, with certain exceptions
as therein provided, the amendment of the Notes or the Indenture and the modification of the rights and obligations of the Company
and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
not less than a majority in principal amount of the Securities of all Series under the Indenture then outstanding and affected
by such amendment, voting as a single class.


 






     


     


    

 


	7.	No Impairment of Obligation
to Pay.



 


No reference herein to the Indenture and
no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency,
herein prescribed.


 


	8.	Transfer and Exchange.



 


As provided in the Indenture and subject
to certain limitations set forth therein, the Notes shall be transferable only upon the surrender of a Note for registration of
transfer. When a Note is presented to the Registrar with a request to register a transfer, the Registrar will register the transfer
as requested if the requirements of the Indenture are satisfied. When Notes are presented to the Registrar with a request to exchange
them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the requirements
of the Indenture are met. To permit registration of transfers and exchanges, the Company will execute and the Trustee will authenticate
Notes at the Registrar’s request.


 


	9.	No Service Charge.



 


No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment by the Holder of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection therewith.


 


	10.	Treatment as Owner.



 


The registered Holder of a Note will be
treated as the owner of it for all purposes.


 






     


     


    

 


	11.	Payment of Additional Amounts.



 


All payments of principal and interest on
the Notes by the Company will be made free and clear of and without withholding or deduction for or on account of any present or
future tax, assessment or other governmental charge imposed by the United States (or any political subdivision or taxing authority
thereof or therein having power to tax), unless the withholding or deduction of such taxes, assessment or other government charge
is required by law or the official interpretation or administration thereof. The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment
by the Company of the principal of and interest on the Notes to a holder who is not a United States person (as defined below),
after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States
(or any political subdivision or taxing authority thereof or therein having power to tax), will not be less than the amount provided
in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall
not apply:



 


(1)          to
the extent any tax, assessment or other governmental charge is imposed by reason of the holder (or the beneficial owner for whose
benefit such holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is
an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder,
being considered as:


 


(a)  being
or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United
States;


 


(b)  having
a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the
Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident
of the United States;


 


(c)  being
or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United
States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;


 


(d)  being
or having been a ‘‘10-percent shareholder’’ of the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the ‘‘Code’’) or any successor provision;
or


 


(e)  being
or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary
course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;


 


(2)          to
any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or
limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor
with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been
entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment;


 


(3)          to the extent any tax, assessment
or other governmental charge would not have been imposed but for the failure of the holder or any other person to comply with certification,
identification or information reporting requirements concerning the nationality, residence, identity or connection with the United
States of the holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States
or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to
exemption from such tax, assessment or other governmental charge;


 






     


     


    

 


(4)          to
any tax, assessment or other governmental charge that is imposed otherwise than by withholding or deduction by the Company or a
paying agent from the payment;


 


(5)          to
any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge, or excise tax imposed on the transfer of Notes;


 


(6)          to
the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the holder
of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due
and payable or the date on which payment thereof is duly provided for, whichever occurs later;


 


(7)          to
any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor
provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of
the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code; or


 


(8)          in the case of any combination
of items (1), (2), (3), (4), (5), (6) and (7).


 


This
Note is subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable
to this Note. Except as specifically provided in this Note, the Company will not be required to make any payment for any tax, assessment
or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or
political subdivision.


 


If the Company is required to pay any additional
amounts as described above with respect to the Notes, the Company will notify the Trustee and the Paying Agent pursuant to an Officers’
Certificate that specifies the additional amounts payable and when the additional amounts are payable. If the Trustee and the Paying
Agent do not receive such an Officers’ Certificate from the Company, the Trustee and the Paying Agent may conclusively rely
on the absence of such an Officer’s Certificate in assuming that no such additional amounts are payable.


 






     


     


    

 


	12.	Euro.



 


All payments of interest and principal,
including payments made upon any redemption of the Notes, will be made in euro; provided that if euro is unavailable to the Company
due to the imposition of exchange controls or other circumstances beyond the Company’s control or if euro is no longer being
used by the then member states of the European Monetary Union that have adopted euro as their currency or for the settlement of
transactions by public institutions of or within the international banking community, then all payments in respect of the Notes
will be made in U.S. dollars until euro is again available to the Company or so used. The amount payable on any date in euro will
be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second
business day prior to the relevant payment date or, if the U.S. Federal Reserve Board has not mandated a rate of conversion, on
the basis of the most recently available market exchange rate for euro, as determined in the Company’s sole discretion. Any
payment in respect of the Notes so made in U.S. dollars will not constitute an event of default under the Notes or the Indenture.
Neither the Trustee nor the paying agent shall have any responsibility for any calculation or conversion in connection with the
forgoing.


 


	13.	Payment of Interest.



 


For Notes in definitive form, interest on
such Notes will be payable (i) to holders holding an aggregate principal amount of Notes of €1.0 million or less, by
check mailed to the holders of those Notes and (ii) to holders holding an aggregate principal amount of Notes more than €1.0
million, either by check mailed to each holder or, upon application by a holder to the registrar not later than the relevant record
date, by wire transfer in immediately available funds to that holder’s account, which application shall remain in effect
until the holder notifies the registrar, in writing, to the contrary.


 


The Company shall pay the principal of and
interest on Notes in global form registered in the name of or held by Euroclear or Clearstream or their respective nominees in
immediately available funds to Euroclear or Clearstream or their respective nominees, as the case may be, as the registered holder
of such global Notes.


 


	14.	Redemption for Tax Reasons.



 


If, as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United
States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or after March 3, 2021, the Company becomes or,
based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts as
described in Section 11 herein with respect to the Notes, then the Company may at any time at its option redeem, in whole,
but not in part, the Notes on not less than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of their
principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption.


 






     


     


    

 


	15.	No Liability.



 


No past, present or future director, officer,
employee, incorporator or stockholder of the Company, as such, shall have any liability (except in the case of bad faith or willful
misconduct) for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. Such waiver
and release are part of the consideration for the issuance of the Notes.


 


	16.	Governing Law.



 


THE INDENTURE AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 






     


     


    

 


SCHEDULE OF INCREASES OR DECREASES


 


The initial principal amount of this Global Note is €750,000,000.  The
following increases or decreases in this Global Note have been made:


 


	Date of

                                                                                Exchange
	Amount of

                                                                                decrease in

                                                                                Principal Amount

                                                                                of this Global Note
	Amount of

                                                                                increase in

                                                                                Principal

                                                                                Amount of this

                                                                                Global Note
	Principal

                                                                                amount of this

                                                                                Global Note

                                                                                following such

                                                                                decrease or

                                                                                increase
	Signature of

                                                                                authorized

                                                                                signatory of

                                                                                Trustee or

                                                                                Securities

                                                                                Custodian