exv10w1






Exhibit 10.1




EXECUTION COPY





     FOURTH AMENDMENT, dated as of February 18, 2009 (this “Fourth
Amendment”), to the CREDIT AGREEMENT dated as of July 8, 2005, as
amended by the First Amendment dated as of December 7, 2006, the
Second Amendment dated as of December 18, 2006 and the Third
Amendment dated as of August 7, 2007 (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); 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.



W I T N E S S E T H :




          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 Fourth Amendment Effective Date
(as defined below), the Credit Agreement is hereby amended as follows:




          (a) Amendment of Section 1.01. Section 1.01 of the Credit Agreement is amended as follows:





(i) The following terms are added thereto in appropriate alphabetical order:




“Consolidated Cash Interest Expense” means, for any period, the excess
of (a) the sum, without duplication, of (i) the interest expense
(including imputed interest expense in respect of Capital Lease
Obligations) of the Company and the Subsidiaries for such









 



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period, determined on a consolidated basis in accordance with GAAP, (ii)
the interest expense that would be imputed for such period in respect of
Synthetic Lease Obligations of the Company and the Subsidiaries if such
Synthetic Lease Obligations were accounted for as Capital Lease
Obligations, determined on a consolidated basis in accordance with GAAP,
(iii) any interest or other financing costs becoming payable during such
period in respect of Indebtedness of the Company or its Subsidiaries to the
extent such interest or other financing costs shall have been capitalized
rather than included in consolidated interest expense for such period in
accordance with GAAP and (iv) any cash payments made during such period in
respect of obligations of the type referred to in clause (b)(ii) below that
were amortized or accrued in a previous period, minus (b) the sum of (i) to
the extent included in such consolidated interest expense for such period,
noncash amounts attributable to amortization or write-off of capitalized
interest or other financing costs paid in a previous period and (ii) to the
extent included in such consolidated interest expense for such period,
noncash amounts attributable to amortization of debt discounts or accrued
interest payable in kind for such period.




“Existing Indentures” means (a) the Indenture dated as of August 21, 2006
among the Company, the Subsidiary Guarantors from time to time parties
thereto and The Bank of New York Trust Company, N.A., as Trustee, relating
to the Company’s 7.456% Senior Notes due 2018, and (b) the Indenture dated
as of June 24, 2008 among the Company, the Subsidiary Guarantors party
thereto and The Bank of New York Trust Company, N.A., as Trustee, relating
to the Company’s 8.5% Senior Notes due 2016.




“Fourth Amendment” means the Fourth Amendment, dated as of February 18,
2009, to this Agreement.




“Fourth Amendment Effective Date” has the meaning set forth in the
Fourth Amendment.




     (ii) The definition of “Alternate Base Rate” is amended and restated in its entirety to read
as follows:




“Alternate Base Rate” means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the LIBO
Rate for a US Dollar Borrowing with a one month Interest Period commencing
on such day (or, if such day is not a Business Day, the immediately
preceding Business Day) plus 1.00%, provided that, for the avoidance of
doubt, the LIBO Rate for any day shall be based on the rate appearing on
the Reuters









 



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BBA LIBOR Rates Page 3750 at approximately 11:00 a.m., London time, on
such day. Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be
effective from and including the effective date of such change in the
Prime Rate, the Federal Funds Effective Rate or the LIBO Rate,
respectively.




     (iii) The definition of “Applicable Rate” is amended and restated in its entirety to read as
follows:




“Applicable Rate” means, for any day, with respect to any ABR Revolving
Loan or Eurocurrency Revolving Loan, or with respect to the commitment
fees or letter of credit fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption “ABR Spread”,
“Eurocurrency Spread”, “Commitment Fee Rate” or “Letter of Credit Fee
Rate”, as the case may be, based upon the Leverage Ratio as of the most
recent determination date:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Commitment Fee	 	Letter of Credit	 	 	 	 
	Leverage Ratio:	 	 	Rate	 	Fee Rate	 	ABR Spread	 	Eurocurrency Spread
	Category 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	< 1.00
	 	 	 	0.375	%	 	 	2.500  	%	 	 	1.500	%	 	 	2.500	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3 1.00 and < 1.50
	 	 	 	0.375	%	 	 	2.625  	%	 	 	1.625	%	 	 	2.625	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3 1.50 and < 2.00
	 	 	 	0.500	%	 	 	2.750  	%	 	 	1.750	%	 	 	2.750	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3 2.00
	 	 	 	0.500	%	 	 	2.875  	%	 	 	1.875	%	 	 	2.875	%







For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each
fiscal quarter of the Company’s fiscal year based on the Company’s consolidated financial
statements delivered pursuant to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate
resulting from a change in the Leverage Ratio shall be effective during the period commencing on
and including the Business Day following the date of delivery to the Administrative Agent of such
consolidated financial statements indicating
such change and ending on the date immediately preceding the effective date of the next such
change; provided that the Applicable Rate shall be determined based on Category 4 if the Company
fails to deliver the consolidated financial statements required to be delivered by it pursuant to
Section 5.01(a) or (b), during the period from the last









 



4



day on which such statements are permitted to be delivered in
conformity with Section 5.01(a) or (b), as the case may be, until such
consolidated financial statements are delivered; provided further that,
unless an Event of Default described in Section 7.01(h) or (i) has
occurred with respect to the Company or any Borrower, the
Administrative Agent or the Required Lenders shall have first made a
request for such applicability of Category 4.




     (iv) The definition of “Consolidated EBITDA” is amended (A) to replace the word “and”
at the end of clause (a)(iv) thereof with a comma and (B) to insert at the end of clause
(a)(v) thereof “, (vi) any restructuring or other unusual, non-recurring charges for such
period, provided that the amount of charges added back pursuant to this clause (vi) for
such period, together with the aggregate amount of charges added back pursuant to this
clause (vi) for any other period ending on any day during the 12 consecutive months ending
on the last day of such period, shall not exceed $35,000,000, and (vii) non-cash goodwill
and trade name impairment charges for such period”.




     (v) The definition of “Leverage Ratio” is amended and restated in its entirety to read
as follows:




“Leverage Ratio” means, on any date, the ratio of (a) Consolidated Funded
Debt as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Company most recently ended on or
before such date.




     (vi) The definitions of “Consolidated Net Worth” and “Consolidated Tangible Assets”
are deleted in their entirety.



          (b) Amendment of Section 2.13(a). Section 2.13(a) of the Credit Agreement is amended to read
in its entirety as follows:





“(a) The Loans comprising each ABR Borrowing (including each Swingline
Loan) shall bear interest at the Alternate Base Rate plus the Applicable
Rate.”



          (c) Amendment of Section 6.01. Section 6.01 of the Credit Agreement is amended by replacing
clause (g) with the following:




“(g) other Indebtedness that, when aggregated with the aggregate
outstanding Indebtedness of the Company secured by Liens and
Securitization Transactions permitted pursuant to Section 6.02(f) and the
aggregate sale price of the assets sold in sale and leaseback transactions
permitted pursuant to Section 6.03, shall at no time exceed
US$75,000,000.”



          (d) Amendment of Section 6.02. Section 6.02 of the Credit Agreement is amended by replacing
clause (f) with the following:









 



5


“(f) other Liens securing Indebtedness and Securitization Transactions
that, when aggregated with the Indebtedness of Subsidiaries permitted
under Section 6.01(g) and the aggregate sale price of the assets sold in
sale and leaseback transactions permitted under Section 6.03, do not
exceed US$75,000,000 at any time; and”




          (e) Amendment of Section 6.03. Section 6.03 of the Credit Agreement is amended to read in
its entirety as follows:





“SECTION 6.03. Sale and Leaseback Transactions. The
 Company will not, and will not permit any Subsidiary to, enter into any
arrangement, directly or indirectly, with any Person whereby it shall sell
or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease
property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred; provided, however,
that, notwithstanding the above, the Company or any Subsidiary may engage
in any sale and leaseback transactions if the aggregate sale price of the
assets sold in such transactions, when aggregated with the Indebtedness of
Subsidiaries permitted under Section 6.01(g) and the Indebtedness secured
by Liens and Securitization Transactions permitted pursuant to Section
6.02(f), does not exceed US$75,000,000 at any time.”



          (f) 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) 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 2.0 to 1.0.”









 



6


          (g) Amendment of Section 6.07. Section 6.07 of the Credit Agreement is amended to read in
its entirety as follows:




“SECTION 6.07. Restrictive Agreements. The Company will not, and will not
permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Company or
any Subsidiary to create, incur or permit to exist any Lien upon any of its
assets to secure any Obligations or (b) the ability of any Subsidiary to
pay dividends or other distributions with respect to any shares of its
capital stock, membership interests or similar Equity Interests or to make
or repay loans or advances to the Company or any other Subsidiary or to
Guarantee Indebtedness of the Company or any other Subsidiary; provided
that (i) the foregoing shall not apply to (A) restrictions and conditions
imposed by law or by this Agreement, (B) restrictions and conditions
existing on the date hereof and identified on Schedule 6.07 (but shall
apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (C)
restrictions and conditions with respect to a Person that is not a
Subsidiary on the date hereof, which restrictions and conditions are in
existence at the time such Person becomes a Subsidiary and are not incurred
in connection with, or in contemplation of, such Person becoming a
Subsidiary, so long as such restrictions and conditions apply only to such
Person, and (D) restrictions and conditions imposed by any Existing
Indenture as in effect on the Fourth Amendment Effective Date or any
agreement or document governing or evidencing any other Indebtedness of the
Company or any Subsidiary permitted hereunder, provided that the
restrictions and conditions contained in any such agreement or document are
not less favorable to the Lenders than the restrictions and conditions
imposed by the Existing Indentures as in effect on the Fourth Amendment
Effective Date); (ii) clause (a) of the foregoing shall not apply to (A)
restrictions or conditions imposed
by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the assets
securing such Indebtedness, and (B) customary provisions in leases and
other agreements restricting the assignment thereof; and (iii) clause (b)
of the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such
sale, provided that such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder.”



          (h) Amendment of Section 6.10. Section 6.10 of the Credit Agreement is amended to read in
its entirety as follows:










 



7





“SECTION 6.10 Leverage Ratio. The Company will not permit the Leverage
Ratio at any time on or after the Fourth Amendment Effective Date to
exceed 2.75 to 1.00.”



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





“SECTION 6.11. Interest Expense Coverage Ratio. The Company will not permit
the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest
Expense, in each case for any period of four consecutive fiscal quarters,
to be less than 3.25 to 1.00.”



          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) This Fourth Amendment has been duly executed and delivered by the Company and each
Borrower and constitutes (assuming due execution by the Required Lenders) a legal, valid and
binding obligation of the Company and each such Borrower, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.




          (b) After giving effect to this Fourth Amendment, the representations and warranties set forth
in Article III of the Credit Agreement are true and correct in all material respects on and as of
the Fourth Amendment Effective Date (as defined below) 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.




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




          SECTION 4. Effectiveness. This Fourth Amendment shall become effective as of the first date
(the “Fourth Amendment Effective Date”) on which:




          (a) the Administrative Agent shall have received duly executed counterparts hereof that, when
taken together, bear the authorized signatures of the Company, the Borrowers and Lenders
constituting at least the Required Lenders;




          (b) the Administrative Agent shall have received a certificate, dated the Fourth Amendment
Effective Date and signed by the President, a Vice President or a Financial Officer of the Company
and each Borrower, confirming the accuracy of the representations and warranties set forth in
Section 3 hereof; and




          (c) the Administrative Agent shall have received the Amendment Fee and all other fees and
other amounts due and payable on or prior to the Fourth Amendment Effective Date, including, to the
extent invoiced, reimbursement or payment of all reasonable










 



8



out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be
reimbursed or paid by the Company under the Credit Agreement;



provided that if the Fourth Amendment Effective Date shall not have occurred on or before February
18, 2009, this Fourth Amendment shall terminate and be of no further force and effect. The
Administrative Agent shall notify the Company and the Lenders of the date of the Fourth Amendment
Effective Date, and such notice shall be conclusive and binding.




          SECTION 5. Effect of this Fourth Amendment. (a) Except as expressly set forth herein, this
Fourth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of (other
than a waiver of any Default that might otherwise have occurred under Section 6.11 of the Credit
Agreement as in effect prior to the Fourth Amendment Effective Date), or otherwise affect the
rights and remedies of the Agents, the Issuing Banks and the Lenders under the Credit Agreement or
any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Loan Document, all of which are ratified and affirmed in all respects and shall continue in full
force and effect (it being understood and agreed that all interest and fees accruing under the
Credit Agreement in respect of periods prior to the Fourth Amendment Effective Date will accrue at
the rates specified in the Credit Agreement prior to it being amended by this Fourth Amendment and
be payable at the times provided in the Credit Agreement). Nothing herein shall be deemed to
entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.




          (b) On and after the Fourth Amendment Effective Date, each reference in
the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words
of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as
amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be
deemed to be a reference to the Credit Agreement as amended hereby. This Fourth
Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other
Loan Documents.




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




          SECTION 7. Counterparts. This Fourth 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 Fourth 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 Fourth 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 Fourth










 



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Amendment Effective Date to the Administrative Agent, for the account of each Lender that executes
and delivers a copy of this Fourth Amendment to the Administrative Agent (or its counsel) at or
prior to 5:00 p.m., New York City time, on February 17, 2009 (the “Signing Date”), an amendment fee
(the “Amendment Fee”) in an amount equal to 0.250% of the aggregate principal amount of the
Commitments of such Lender outstanding on the Signing Date, whether used or unused. All fees shall
be payable in immediately available funds and shall not be refundable.










 



 




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




	 	 	 	 	 	 	 
	 	EXPEDIA, INC., a Delaware corporation,	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/  Michael B. Adler	 	 
	 

	 	 	 	 

Name: Michael B. Adler
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	EXPEDIA, INC., a Washington corporation,	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/  Michael B. Adler	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael B. Adler	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	TRAVELSCAPE, LLC,	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/  Michael B. Adler	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael B. Adler	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	HOTWIRE, INC,	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/  Michael B. Adler	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael B. Adler	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 



















 



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	 	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

FOURTH AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT






	 	 	 	 	 
	Name of Institution:     	Bank of America, N.A. 	 
	 	 	 	 
	 	 	 
	 	by:  	 /s/ Peter van der Horst
 	 
	 	 	Name:  	Peter van der Horst 	 
	 	 	Title:  	Senior Vice President 	 
	 





	 	 	 	 	 
	Name of Institution:1 
  

	 	 
	 	by:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
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SIGNATURE PAGE TO

FOURTH AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT



Name of Institution:




	 	 	 	 	 
	 	Royal Bank of Scotland 	 
	 	 	 
	 	by:  	                                            /s/ William McGinty
 	 
	 	 	Name:  	William McGinty 	 
	 	 	Title:  	Senior Vice President 	 
	 


Name of Institution:1




	 	 	 	 	 
	 	 	 
	 	by:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For any Lender requiring a second signature line.












 



 


SIGNATURE PAGE TO

FOURTH 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:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	For any Lender requiring a second signature line.












 



 




SIGNATURE PAGE TO

FOURTH AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT





	 	 	 	 	 	 
	Name of Institution:     

	 	 
	BNP Paribas 	by:  	/s/ Nuala Marley
 	 
	 	 	 	Name:  	Nuala Marley 	 
	 	 	 	Title:  	Managing Director 	 
	 	 




	 	 	 	 	 	 
	Name of Institution:1 

	 	 
	BNP Paribas 	by:  	/s/ Maria Bliznakova
 	 
	 	 	 	Name:  	Maria Bliznakova 	 
	 	 	 	Title:  	Vice President 	 
	 	 





 




			
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FOURTH AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT




	 	 	 	 	 	 	 	 	 
	Name of Institution:	 	 	 	HSBC Bank USA, National Association	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by:
	 	/s/ Lawrence Li	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lawrence Li	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 












 



 


SIGNATURE PAGE TO

FOURTH AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT




	 	 	 	 	 	 
	Name of Institution:	MIZUHO CORPORATE BANK, LTD.

 	 
	 	 	/s/ Raymond Ventura
 	 
	 	 	Name:  	Raymond Ventura 	 
	 	 	Title:  	Deputy General Manager 	 
	 	 




	 	 	 	 	 	 
	Name of Institution:1 

	 	 
	 	 	by:  	
 	 
	 	 	 	Name:  	 	 
	 	 	 	Title:  	 	 
	 	 





 




			
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SIGNATURE PAGE TO

FOURTH AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT




	 	 	 	 	 	 	 
	Name of Institution:

	 	 	 	SOCIETE GENERALE	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ Nigel Elvey
 

Name: Nigel Elvey
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	Name
of Institution:1
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	by:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 








 




			
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SIGNATURE PAGE TO

FOURTH 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:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For any Lender requiring a second signature line.





 









 





SIGNATURE PAGE TO

FOURTH AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT




	 	 	 	 	 	 	 
	Name of Institution:

	 	 	 	Barclays Bank PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ David Barton
 

Name: David Barton
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	Name of Institution:1
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	by:	 	/s/ N/A	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 








 




			
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SIGNATURE PAGE TO

FOURTH AMENDMENT TO

EXPEDIA, INC. CREDIT AGREEMENT




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

	 	By:
	 	/s/ Victor Pierzchalski
 

Name: Victor Pierzchalski
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	Name of Institution:1
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 








 




			
	1	 	For any Lender requiring a second signature line.





 









 





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	Name of Institution:	 	FIFTH THIRD BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ Ashley Colmenero
 

Name: Ashley Colmenero
	 	 
	 

	 	 	 	Title: Relationship Manager	 	 
	 
	 	 	 	 	 	 
	Name of Institution:1
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	by:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 








 




			
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	Name of Institution:	 	The Bank of New York Mellon	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ Robert Besser
 

Name: Robert Besser
	 	 
	 

	 	 	 	Title: Vice President	 	 







 











 





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	Name of Institution:  	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	by:  	/s/ Kurban H. Merchant
 	 
	 	 	Name:  	Kurban H. Merchant 	 
	 	 	Title:  	Vice President 	 
	 




 









 





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	Name of Institution:  	First Commercial Bank, Los Angeles Branch

 	 
	 	by:  	/s/ Frank Wen-Han Wu
 	 
	 	 	Name:  	Frank Wen-Han Wu 	 
	 	 	Title:  	Deputy General Manager 	 
	 



Name of Institution:1




	 	 	 	 	 
	 	 	 
	 	by:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




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

 	 
	 	by:  	/s/ Aoife Quinn
 	 
	 	 	Name:  	Aoife Quinn 	 
	 	 	Title:  	Authorised Signatory 	 
	 



Name of Institution:1




	 	 	 	 	 
	 	 	 
	 	by:  	                                        /s/ Elaine Crowley
 	 
	 	 	Name:  	Elaine Crowley 	 
	 	 	Title:  	Authorised Signatory 	 
	 





 




			
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	Name of Institution:  	United Overseas Bank Limited, New York Agency

 	 
	 	by:  	/s/ George Lim
 	 
	 	 	Name:  	George Lim 	 
	 	 	Title:  	SVP & GM 	 
	 
	Name of Institution:1	 United Overseas Bank Limited, New York Agency

 	 
	 	by:  	/s/ Mario Sheng
 	 
	 	 	Name:  	Mario Sheng 	 
	 	 	Title:  	AVP 	 
	 





 




			
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