REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated September 19, 2019 (the Agreement) is entered into by and among Expedia Group, Inc., a Delaware corporation (the Company), the subsidiary guarantors listed in Schedule 1 hereto (the Guarantors), and BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives (the Representatives) of the initial purchasers (the Initial Purchasers) listed in Schedule 1 to the Purchase Agreement dated September 11, 2019 (the Purchase Agreement).
The Company, the Guarantors and the Representatives are parties to the Purchase Agreement which provides for the sale by the Company to the Initial Purchasers of $1,250,000,000 aggregate principal amount of the Companys 3.25% Senior Notes due 2030 (the Securities) which will be guaranteed on an unsecured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
SECTION 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
Additional Guarantor shall mean any subsidiary of the Company that becomes a Guarantor under the Indenture after the date of this Agreement.
Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.
Company shall have the meaning set forth in the preamble and shall also include the Companys successors.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof.
Exchange Offer shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.
Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.