Contract

Exhibit 10.17


EXECUTION VERSION


SIXTH AMENDMENT dated as of December 28, 2018 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 5, 2014 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among EXPEDIA GROUP, INC., a Delaware corporation, EXPEDIA, INC., a Washington corporation, TRAVELSCAPE, LLC, a Nevada limited liability company, HOTWIRE, INC., a Delaware corporation, the other BORROWING SUBSIDIARIES from time to time party thereto, the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and London Agent.

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;

WHEREAS, the Company has requested that the Lenders agree to effect certain amendments to the Credit Agreement as set forth herein; and

WHEREAS, the parties hereto, which include Lenders constituting the Required Lenders as of the Sixth Amendment Effective Date (as defined below), 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 and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).

SECTION 2. Amendment of Credit Agreement. Effective as of the Sixth Amendment Effective Date, the definition of “CFC Holdco” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

CFC Holdco” means (a) any Subsidiary that has no material assets other than Equity Interests and/or Indebtedness in one or more Persons that are Foreign Subsidiaries or (b) any Subsidiary that has no material assets other than Equity Interests and/or Indebtedness in one or more Persons that are described in clause (a) above and/or this clause (b).

SECTION 3. Representations and Warranties. The Company and each Borrowing Subsidiary represents and warrants to the Lenders that:

(a)This Amendment has been duly executed and delivered by the Company and each Borrowing Subsidiary and (assuming due execution by the parties





hereto other than the Company and the Borrowing Subsidiaries) constitutes a legal, valid and binding obligation of the Company and each Borrowing Subsidiary, 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)Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality in the text thereof) on and as of the Sixth Amendment Effective Date 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 so true and correct as of such earlier date.

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

SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “Sixth Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Company, each Borrowing Subsidiary, the Administrative Agent, the London Agent and Lenders constituting at least the Required Lenders. The Administrative Agent shall notify the Company, the Lenders and the Issuing Banks of the Sixth Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents, the Issuing Banks or 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. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other 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 Sixth 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 Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.



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

SECTION 7. Counterparts. This 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 Amendment by facsimile or other electronic transmission 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 Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. All fees shall be payable in immediately available funds and shall not be refundable.

































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

EXPEDIA GROUP, INC.,
by:

   /s/ ALAN R. PICKERILL   
Name: Alan R. Pickerill
Title: Executive Vice President, Chief Financial Officer and Treasurer

EXPEDIA, INC.,
by:

   /s/ ALAN R. PICKERILL   
Name: Alan R. Pickerill
Title: Executive Vice President, Chief Financial Officer and Treasurer


TRAVELSCAPE, LLC,
by:

   /s/ ALAN R. PICKERILL   
Name: Alan R. Pickerill
Title: Executive Vice President, Chief Financial Officer and Treasurer

HOTWIRE, INC.,
by:

   /s/ ALAN R. PICKERILL   
Name: Alan R. Pickerill
Title: Executive Vice President and Treasurer



[Signature Page to Sixth Amendment]





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

by:


   /s/ PETER B. THAUER   
Name: Peter B. Thauer
Title: Managing Director




[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.



Bank of America, N.A.

by:


/s/ KYLE OBERKROM
Name: Kyle Oberkrom
Title: Associate


[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.



Name of Institution: BNP Paribas

by:


   /s/ MARIA MULIC      
Name: Maria Mulic
Title: Director


Name of Institution: BNP Paribas

by:


   /s/ MELISSA DYLD      
Name: Melissa Dyld
Title: Director


[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.





Name of Institution: HSBC Bank USA, National Association

by:


   /s/ MIRE LEVY      
Name: Mire Levy
Title: Vice President



[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.





Name of Institution: MUFG BANK, LTD. (formerly known as THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.)

by:


   /s/ STEVE ARONOWITZ      
Name: Steve Aronowitz
Title: Managing Director



[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.





Royal Bank of Canada

by:


   /s/ ANDRA BOSNEAGA      
Name: Andra Bosneaga
Title: Vice-President



[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.





Name of Institution: Sumitomo Mitsui Banking Corporation

by:


/s/ KATSUYUKI KUBO
Name: Katsuyuki Kubo
Title: Managing Director




[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.





Name of Institution: THE BANK OF NOVA SCOTIA

by:


   /s/ MICHAEL GRAD      
Name: Michael Grad
Title: Director




[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.





Name of Institution: U.S. Bank National Association

by:


   /s/ LUKAS COLEMAN      
Name: Lukas Coleman
Title: Vice President




[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.





Name of Institution: GOLDMAN SACHS BANK, USA

by:


   /s/ JAMIE MINIERI      
Name: Jamie Minieri
Title: Authorized Signatory




[Signature Page to Sixth Amendment]





SIGNATURE PAGE TO
SIXTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2014 OF
EXPEDIA GROUP, INC.





Standard Chartered Bank

by:


   /s/ DANIEL MATTERN      
Name: Daniel Mattern
Title: Associate Director
   Standard Chartered Bank


[Signature Page to Sixth Amendment]