EX-4.1



 Exhibit 4.1 

NINTH SUPPLEMENTAL INDENTURE 

This NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is executed as of September 30, 2016 among Expedia,
Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). 

WITNESSETH 
 WHEREAS, the
Company and the Subsidiary Guarantors party thereto have entered into that certain Indenture, dated as of August 5, 2010 (as amended, supplemented or otherwise modified prior to the date hereof, the “Indenture”) with the
Trustee pursuant to which the Company has issued, and the Trustee acts as trustee for the holders of, the Company’s 5.95% Senior Notes due 2020 (the “Notes”); 

WHEREAS, Section 9.2 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture (other
than certain provisions enumerated in Section 9.2 of the Indenture, none of which provisions are implicated hereby) without notice to any Noteholder (as defined in the Indenture), but with the written consent of the Holders (as defined in the
Indenture) of at least a majority in principal amount of the Notes then outstanding; 
 WHEREAS, the Company solicited, and has received,
consents upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated as of September 22, 2016 (the “Consent Solicitation Statement”) and the related Letter of Consent (as defined in the
Consent Solicitation Statement) from Holders representing at least a majority in principal amount of the outstanding Notes (the “Consenting Holders”); 

WHEREAS, it is provided in Section 9.4 of the Indenture that a consent to an amendment, supplement or waiver by a Holder of a Note shall
bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note; 

WHEREAS it is further provided in Section 9.4 of the Indenture that, after an amendment or waiver becomes effective with respect to the
Notes, it shall bind every Noteholder; 
 WHEREAS the Company and the Subsidiary Guarantors desire to execute this Supplemental Indenture
embodying the modifications of the Indenture approved as aforesaid and have requested that the Trustee execute this Supplemental Indenture pursuant to Section 9.6 of the Indenture; and 

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company and
the Subsidiary Guarantors have been done. 







 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing and 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.
AMENDMENTS. Subject to Section 3 below, Section 1.1 of the Indenture is hereby amended as follows: 
 (a) The definition of
“Permitted Holders” is hereby amended and restated in its entirety as follows: 
 “Permitted Holders” means Barry
Diller, Liberty Interactive Corporation, any Liberty Successor and their respective affiliates and any group (as such term is used in Section 13(d) and 14(d) of the Exchange Act) with respect to which any such Persons collectively exercise a
majority of the voting power. 
 (b) The following definition shall be added to Section 1.01 of the Indenture and placed in appropriate
alphabetical order: 
 “Liberty Successor” means any Person spun or otherwise separated out of Liberty Interactive Corporation (or
any subsidiary thereof); provided no Person who is not a Permitted Holder is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of such Person. 
 Section 3.
EFFECTIVENESS. This Supplemental Indenture shall become effective upon execution by all parties hereto. 
 Section 4. REVERSAL. If the
Company, or another Person acting on behalf of the Company, does not pay the Consent Fee (as defined in the Consent Solicitation Statement) to Paying Agent (as defined in the Consent Solicitation Statement) for the benefit of the Consenting Holders
within 10 Business Days after the date of this Supplemental Indenture, the amendments set forth in Section 2 hereof shall cease to be operative and shall have no further force or effect. 

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. 

  
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 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. 

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 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,
 Operations 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,
 Operations and
Chief
 Financial Officer

	
	 TRAVELSCAPE, LLC,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 HOTWIRE, INC.,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President of

Operations










 
					
	 HOTELS.COM, L.P.,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 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,
 Operations 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,
 Operations and
Chief
 Financial Officer

	
	 EAN.COM, LP,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer










 
					
	 INTERACTIVE AFFILIATE NETWORK, LLC,

as Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 CLASSIC VACATIONS, LLC,
 as
Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 WWTE, INC.,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 CARRENTALS.COM, INC.,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer










 
					
	 CRUISE, LLC,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer










 
					
	 ORBITZ WORLDWIDE, INC.,
 as
Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 NEAT GROUP CORPORATION,
 as
Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 O HOLDINGS INC.,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 ORBITZ FINANCIAL CORP.,
 as
Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer










 
					
	 ORBITZ FOR BUSINESS, INC.,
 as
Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 ORBITZ, INC.,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 TRIP NETWORK, INC.,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 OWW FULFILLMENT SERVICES, INC.,
 as
Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer










 
					
	 ORBITZ, LLC,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 ORBITZ WORLDWIDE, LLC,
 as
Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 ORBITZ AWAY LLC,
 as Subsidiary
Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 ORBITZ TRAVEL INSURANCE
 SERVICES,
LLC,
 as Subsidiary Guarantor,

	by	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer










 
					
	 HOMEAWAY SOFTWARE, INC.,
 as
Subsidiary Guarantor,

	By	 		 	
		
		 	/s/ Robert J. Dzielak
		 	Name:	 	Robert J. Dzielak
		 	Title:	 	Executive Vice President
	
	 HOMEAWAY.COM, INC.,
 as Subsidiary
Guarantor,

	By	 		 	
		
		 	/s/ Robert J. Dzielak
		 	Name:	 	Robert J. Dzielak
		 	Title:	 	Executive Vice President
	
	 BEDANDBREAKFAST.COM, INC.,
 as
Subsidiary Guarantor,

	By	 		 	
		
		 	/s/ Robert J. Dzielak
		 	Name:	 	Robert J. Dzielak
		 	Title:	 	Executive Vice President
	
	 HOMEAWAY HOLDINGS, INC.,
 as
Subsidiary Guarantor,

	By	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer










 
					
	 EXPEDIA LX PARTNER BUSINESS, INC.

as Subsidiary Guarantor,

	By	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer

	
	 EXP GLOBAL HOLDINGS, INC.,
 as
Subsidiary Guarantor,

	By	 		 	
		
		 	/s/ Mark D. Okerstrom
		 	Name:	 	Mark D. Okerstrom
		 	Title:	 	 Executive Vice President,
 Operations and
Chief
 Financial Officer










 
					
	 THE BANK OF NEW YORK MELLON
 TRUST
COMPANY, N.A., as Trustee

			
	      by	 		 	
		
		 	/s/ Valerie Boyd
		 	Name:	 	Valerie Boyd
		 	Title:	 	Vice President