EX-4.2



 Exhibit 4.2 

FIRST SUPPLEMENTAL INDENTURE 

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is executed as of December 15, 2015 among Expedia, Inc., a
Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto, HomeAway Software, Inc., a Delaware corporation and a subsidiary of the Company, HomeAway.com, Inc., a Delaware corporation and a subsidiary of the
Company, and BedandBreakfast.com, Inc., a Colorado corporation and a subsidiary of the Company (each, an “Additional Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the
“Trustee”) under the Indenture dated as of December 8, 2015 (the “Indenture”).
 WITNESSETH 

WHEREAS, the Company and the Subsidiary Guarantors party thereto have entered into the Indenture with the Trustee pursuant to which the
Trustee acts as trustee for the holders of the Company’s 5.000% Senior Notes due 2026;
 WHEREAS, pursuant to Section 10.7 of the
Indenture, the Company agreed to cause any Domestic Subsidiary that becomes a guarantor or borrower under the Credit Agreement to become a Subsidiary Guarantor by executing a supplemental indenture;

WHEREAS, each Additional Guarantor is agreeing to become a guarantor under the Credit Agreement; 

WHEREAS, the Indenture permits the Company, the Trustee and each Additional Guarantor to execute a supplemental indenture for the purpose of
adding a Subsidiary Guarantor; and 
 WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and
binding obligation of the Company, the Subsidiary Guarantors and each Additional Guarantor have been done. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the agreements set forth herein and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows: 
 Section 1. DEFINITIONS. All capitalized terms used in this
Supplemental Indenture not defined herein shall have the same meanings ascribed to them in the Indenture.
 Section 2. ADDITIONAL
GUARANTORS. Each Additional Guarantor by the execution of this Supplemental Indenture agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors. 

Section 3. EFFECTIVENESS. This Supplemental Indenture shall become effective upon execution by all parties hereto. 

Section 4. ACKNOWLEDGMENT AND CONSENT. Each of the Subsidiary Guarantors party hereto acknowledges that its consent to this
Supplemental Indenture is not required, but each of such Subsidiary Guarantors nevertheless does hereby agree and consent to this Supplemental Indenture. 

Section 5. GOVERNING LAW. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State
of New York.







 Section 6. MISCELLANEOUS. This Supplemental Indenture may be executed in various
counterparts which together will constitute one and the same document. This Supplemental Indenture is an amendment supplemental to the Indenture and this Supplemental Indenture will henceforth be read together with the Indenture. 

Section 7. TRUSTEE. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and
statements herein are deemed to be those of the Company and the Subsidiary Guarantors and not of the Trustee.
 [Remainder of page
intentionally left blank] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Supplemental Indenture as of the
day and year first above written. 
  

					
	EXPEDIA, INC., a Delaware corporation,
	as Issuer,
	by    	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	EXPEDIA, INC., a Washington corporation,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President
		 		 	and Chief Financial Officer
	
	TRAVELSCAPE, LLC,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	HOTWIRE, INC.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President
	
	HOTELS.COM, L.P.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


 [Signature Page to 2026 Supplemental Indenture] 







 
					
	EXPEDIA, INC., a Washington corporation,
	on behalf of HOTELS.COM GP, LLC,
	as Subsidiary Guarantor,
	by    	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	HRN 99 HOLDINGS, LLC,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Manager
	
	EGENCIA LLC,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	EAN.COM, LP,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	INTERACTIVE AFFILIATE NETWORK, LLC,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


 [Signature Page to 2026 Supplemental Indenture] 







 
					
	CLASSIC VACATIONS, LLC,
	as Subsidiary Guarantor,
	by    	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	WWTE, INC.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	CARRENTALS.COM, INC.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President
	
	EXPEDIA, INC., a Washington corporation,
	on behalf of CRUISE, LLC,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


 [Signature Page to 2026 Supplemental Indenture] 







 
					
	ORBITZ WORLDWIDE, INC.,
	as Subsidiary Guarantor,
	by    	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	NEAT GROUP CORPORATION,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	O HOLDINGS INC.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	ORBITZ FINANCIAL CORP.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	ORBITZ FOR BUSINESS, INC.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


 [Signature Page to 2026 Supplemental Indenture] 







 
					
	ORBITZ, INC.,
	as Subsidiary Guarantor,
	by    	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	TRIP NETWORK, INC.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	OWW FULFILLMENT SERVICES, INC.,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	ORBITZ, INC., a Delaware corporation,
	on behalf of ORBITZ, LLC,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	ORBITZ WORLDWIDE, LLC,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


 [Signature Page to 2026 Supplemental Indenture] 







 
					
	ORBITZ INC., a Delaware corporation, on
	behalf of, ORBITZ LLC, a Delaware limited
	liability company, on behalf of ORBITZ
	AWAY LLC,
	as Subsidiary Guarantor,
	by    	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	ORBITZ, INC., a Delaware corporation, on
	behalf of ORBITZ TRAVEL INSURANCE
	SERVICES, LLC,
	as Subsidiary Guarantor,
	by	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


 [Signature Page to 2026 Supplemental Indenture] 







 
					
	HOMEAWAY SOFTWARE, INC.,
	as Subsidiary Guarantor,
	By    	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President
	
	HOMEAWAY.COM, INC.,
	as Subsidiary Guarantor,
	By	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President
	
	BEDANDBREAKFAST.COM, INC.,
	as Subsidiary Guarantor,
	By	 	  
 /s/ Mark D.
Okerstrom

		 	  Name:	 	Mark D. Okerstrom
		 	  Title:	 	Executive Vice President


 [Signature Page to 2026 Supplemental Indenture] 







 
					
	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A., as Trustee
	by    	 	  
 /s/ Manjari
Purkayastha

		 	  Name:	 	Manjari Purkayastha
		 	  Title:	 	Vice President


 [Signature Page to 2026 Supplemental Indenture]