Common use of Amendment to Article VI Clause in Contracts

Amendment to Article VI. Article VI of the Credit Agreement is hereby amended as follows: (i) Section 6.01 of the Credit Agreement is hereby amended to insert at the end thereof the following: “Notwithstanding anything to the contrary in this Section 6.01, upon the occurrence of the TripAdvisor Release Date, the TripAdvisor Subsidiaries may create, incur and permit to exist Indebtedness under the TripAdvisor Credit Facilities.” (ii) Section 6.06 of the Credit Agreement is hereby amended by replacing “and” after clause (k) therein with a comma and inserting the following immediately after clause (l) therein: “and (m) the TripAdvisor Spin-Off and the transactions relating thereto (including (i) the entry into the separation agreement, the tax sharing agreement, the employee matters agreement, the transition services agreement, the commercial agreements and any other definitive agreements relating to the TripAdvisor Spin-Off between the Company and/or the Subsidiaries (other than the TripAdvisor Subsidiaries), on the one hand, and any or all of the TripAdvisor Subsidiaries, on the other, and (ii) certain amendments to the organizational documents of the Company), in each case substantially as described in the TripAdvisor Form S-4 as filed with the SEC on July 27, 2011 (or the amendment of any such agreements in a manner not materially adverse to the Company and to the rights or interests of the Lenders)”. (iii) Section 6.07 of the Credit Agreement is hereby amended by replacing “and” after clause (i)(D) thereof with a comma and inserting the following immediately after clause (i)(E) thereof: “and (F) in the case of the TripAdvisor Subsidiaries, upon the occurrence of the TripAdvisor Release Date, restrictions and conditions imposed by the agreements governing the TripAdvisor Credit Facilities”. (iv) Section 6.08(i) of the Credit Agreement is hereby amended and restated in its entirety as follows: (i) any Restricted Payment permitted under Section 6.05 (other than non-cash payments permitted solely under the proviso in such Section);”. (v) Section 6.08 of the Credit Agreement is hereby amended by deleting “and” after paragraph (o) thereof, replacing the period at the end of paragraph (p) thereof with “; and” and inserting the following after paragraph (p) thereof: (q) the TripAdvisor Spin-Off, provided that (i) the Trip-Advisor Spin-Off shall be on terms not less favorable to the Lenders in any material respect than the information set forth in the TripAdvisor Form S-4, as filed with the SEC on July 27, 2011, (ii) no Default shall have occurred and be continuing, (iii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of consummation of the TripAdvisor Spin-Off, giving pro forma effect thereto as if it had occurred on the first day of the period of four consecutive fiscal quarters ending with such quarter, and (iv) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying that all the requirements set forth in this clause (q) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclause (iii) above. It is understood and agreed that the TripAdvisor Spin-Off does not constitute a Partial Transfer for purposes of this Agreement.”

Amendment to Article VI. The provisions of Article VI of the Credit Agreement is are hereby amended as followsby addition of the following at the end of Section 6.01: (i) Section 6.01 of the Credit Agreement is hereby amended to insert at the end thereof the following: “Notwithstanding anything Indebtedness owing to the contrary in this Section 6.01, upon SAC Agents and the occurrence of SAC Lenders under the TripAdvisor Release DateSAC Loan Documents (the “SAC Indebtedness”). Except as set forth below, the TripAdvisor Subsidiaries may create, incur and permit to exist Indebtedness under Borrowers shall not make any payments on the TripAdvisor Credit Facilities.” (ii) Section 6.06 of the Credit Agreement is hereby amended by replacing “and” after clause (k) therein with a comma and inserting the following immediately after clause (l) therein: “and (m) the TripAdvisor Spin-Off and the transactions relating thereto (including (i) the entry into the separation agreement, the tax sharing agreement, the employee matters agreement, the transition services agreement, the commercial agreements and any other definitive agreements relating to the TripAdvisor Spin-Off between the Company and/or the Subsidiaries SAC Loan (other than the TripAdvisor Subsidiaries), on the one hand, and any or all payment of the TripAdvisor Subsidiaries, on the other, and (ii) certain amendments to the organizational documents of the Company), in each case substantially as fees described in the TripAdvisor Form S-4 as filed with the SEC on July 27, 2011 (or the amendment of any such agreements in a manner not materially adverse to the Company and to the rights or interests of the Lenders)”. (iii) Section 6.07 of the Credit Agreement is hereby amended by replacing “and” after clause (i)(D) thereof with a comma and inserting the following immediately after clause (i)(E) thereof: “and (F) in the case of the TripAdvisor Subsidiaries, upon the occurrence of the TripAdvisor Release Date, restrictions and conditions imposed by the agreements governing the TripAdvisor Credit Facilities”. (iv) Section 6.08(i9(c) of the Credit Intercreditor Agreement is hereby amended and restated the accrual of payment in its entirety as follows: kind or capitalized interest) unless and until (i) any Restricted Payment permitted under Section 6.05 (other than non-cash payments permitted solely under the proviso all Obligations have been repaid in such Section);”. (v) Section 6.08 of the Credit Agreement is hereby amended by deleting “and” after paragraph (o) thereof, replacing the period at the end of paragraph (p) thereof with “; and” and inserting the following after paragraph (p) thereof: (q) the TripAdvisor Spin-Off, provided that (i) the Trip-Advisor Spin-Off shall be on terms not less favorable to the Lenders full in any material respect than the information set forth in the TripAdvisor Form S-4, as filed with the SEC on July 27, 2011cash, (ii) no Default shall the Borrowers have occurred deposited cash into the Cash Collateral Account in an amount equal to 103% of the Letter of Credit Outstandings at such time, and be continuing, (iii) any obligations of the Company shall be Swingline Lender, the Issuing Bank, or any Revolving Credit Lender to make any loans or to provide any financial accommodations pursuant to this Agreement have been terminated. Except for the amendments and modifications permitted in compliance accordance with the covenants set forth in Sections 6.10 and 6.11 as terms of the end Intercreditor Agreement, the Borrowers shall not hereafter effect or permit any amendments or modifications to any SAC Loan Documents without the prior written consent of the fiscal quarter of the Company most recently ended on or prior to the date of consummation of the TripAdvisor Spin-Off, giving pro forma effect thereto as if it had occurred on the first day of the period of four consecutive fiscal quarters ending with such quarter, and (iv) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying that all and the requirements set forth in this clause (q) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating Term Lender. Upon satisfaction of the requirements set forth of Section 5.16, the Borrowers shall be permitted to apply a portion of the proceeds of the Convertible Notes in subclause an amount not to exceed $10,000,000, plus capitalized interest thereon, to repay the SAC Loan, whether by the payment of cash or netting the amount payable against proceeds otherwise to be advanced under the Convertible Notes. (j) Indebtedness owing to the holders of the Convertible Notes or the Securities, not to exceed $56,000,000 (plus capitalized fees, expenses and interest and plus all Subordinated Debt Fees (as defined in the Original Subordination Agreement)) in the aggregate (the “Convertible Note Indebtedness”) under the Securities Purchase Documents. Except for the conversion of the Convertible Notes into shares of Common Stock of the Lead Borrower in accordance with the terms of the Convertible Notes, the Borrowers shall not make any payments on the Convertible Notes (other than the payment of Subordinated Debt Fees (as defined in the Original Subordination Agreement), and the accrual of payment in kind or capitalized interest) and the Securities Purchase Documents unless and until (i) all Obligations have been repaid in full in cash, (ii) the Borrowers have deposited cash into the Cash Collateral Account in an amount equal to 103% of the Letter of Credit Outstandings at such time, and (iii) aboveany obligations of the Swingline Lender, the Issuing Bank, or any Revolving Credit Lender to make any loans or to provide any financial accommodations pursuant to this Agreement have been terminated. It is understood Except for the amendments and agreed that modifications permitted in accordance with the TripAdvisor Spin-Off does terms of the Original Subordination Agreement, the Borrowers shall not constitute a Partial Transfer for purposes hereafter effect or permit any amendments or modifications to any of this Agreementthe Securities Purchase Documents without the prior written consent of the Administrative Agent and the Term Lender.”

Amendment to Article VI. The provisions of Article VI of the Credit Agreement is are hereby amended as followsby addition of the following at the end of Section 6.01: (i) Section 6.01 of the Credit Agreement is hereby amended to insert at the end thereof the following: “Notwithstanding anything Indebtedness owing to the contrary in this Section 6.01, upon SAC Agents and the occurrence of SAC Lenders under the TripAdvisor Release DateSAC Loan Documents (the “SAC Indebtedness”). Except as set forth below, the TripAdvisor Subsidiaries may create, incur and permit to exist Indebtedness under Borrowers shall not make any payments on the TripAdvisor Credit Facilities.” (ii) Section 6.06 of the Credit Agreement is hereby amended by replacing “and” after clause (k) therein with a comma and inserting the following immediately after clause (l) therein: “and (m) the TripAdvisor Spin-Off and the transactions relating thereto (including (i) the entry into the separation agreement, the tax sharing agreement, the employee matters agreement, the transition services agreement, the commercial agreements and any other definitive agreements relating to the TripAdvisor Spin-Off between the Company and/or the Subsidiaries SAC Loan (other than the TripAdvisor Subsidiaries), on the one hand, and any or all payment of the TripAdvisor Subsidiaries, on the other, and (ii) certain amendments to the organizational documents of the Company), in each case substantially as fees described in the TripAdvisor Form S-4 as filed with the SEC on July 27, 2011 (or the amendment of any such agreements in a manner not materially adverse to the Company and to the rights or interests of the Lenders)”. (iii) Section 6.07 of the Credit Agreement is hereby amended by replacing “and” after clause (i)(D) thereof with a comma and inserting the following immediately after clause (i)(E) thereof: “and (F) in the case of the TripAdvisor Subsidiaries, upon the occurrence of the TripAdvisor Release Date, restrictions and conditions imposed by the agreements governing the TripAdvisor Credit Facilities”. (iv) Section 6.08(i9(c) of the Credit Intercreditor Agreement is hereby amended and restated the accrual of payment in its entirety as follows: kind or capitalized interest) unless and until (i) any Restricted Payment permitted under Section 6.05 (other than non-cash payments permitted solely under the proviso all Obligations have been repaid in such Section);”. (v) Section 6.08 of the Credit Agreement is hereby amended by deleting “and” after paragraph (o) thereof, replacing the period at the end of paragraph (p) thereof with “; and” and inserting the following after paragraph (p) thereof: (q) the TripAdvisor Spin-Off, provided that (i) the Trip-Advisor Spin-Off shall be on terms not less favorable to the Lenders full in any material respect than the information set forth in the TripAdvisor Form S-4, as filed with the SEC on July 27, 2011cash, (ii) no Default shall the Borrowers have occurred deposited cash into the Cash Collateral Account in an amount equal to 103% of the Letter of Credit Outstandings at such time, and be continuing, (iii) any obligations of the Company shall be Swingline Lender, the Issuing Bank, or any Revolving Credit Lender to make any loans or to provide any financial accommodations pursuant to this Agreement have been terminated. Except for the amendments and modifications permitted in compliance accordance with the covenants set forth in Sections 6.10 and 6.11 as terms of the end Intercreditor Agreement, the Borrowers shall not hereafter effect or permit any amendments or modifications to any SAC Loan Documents without the prior written consent of the fiscal quarter of the Company most recently ended on or prior to the date of consummation of the TripAdvisor Spin-Off, giving pro forma effect thereto as if it had occurred on the first day of the period of four consecutive fiscal quarters ending with such quarter, and (iv) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying that all and the requirements set forth in this clause (q) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating Term Lender. Upon satisfaction of the requirements set forth of Section 5.16, the Borrowers shall be permitted to apply a portion of the proceeds of the Convertible Notes in subclause an amount not to exceed $10,000,000, plus capitalized interest thereon, to repay the SAC Loan, whether by the payment of cash or netting the amount payable against proceeds otherwise to be advanced under the Convertible Notes. (j) Indebtedness owing to the holders of the Convertible Notes (the “Convertible Note Indebtedness”). Except for the conversion of the Convertible Notes into shares of Common Stock of the Lead Borrower in accordance with the terms of the Convertible Notes, the Borrowers shall not make any payments on the Convertible Notes (other than the payment of Subordinated Debt Fees (as defined in the Subordination Agreement), and the accrual of payment in kind or capitalized interest) unless and until (i) all Obligations have been repaid in full in cash, (ii) the Borrowers have deposited cash into the Cash Collateral Account in an amount equal to 103% of the Letter of Credit Outstandings at such time, and (iii) aboveany obligations of the Swingline Lender, the Issuing Bank, or any Revolving Credit Lender to make any loans or to provide any financial accommodations pursuant to this Agreement have been terminated. It is understood Except for the amendments and agreed that modifications permitted in accordance with the TripAdvisor Spin-Off does terms of the Subordination Agreement, the Borrowers shall not constitute a Partial Transfer for purposes hereafter effect or permit any amendments or modifications to any Convertible Notes or the Securities Purchase Agreement without the prior written consent of this Agreementthe Administrative Agent and the Term Lender.”

Amendment to Article VI. Article VI of the Credit Agreement is hereby amended as follows: (iSection 6.01(i) Section 6.01 of the Credit Agreement is hereby amended to insert at the end thereof the following: “Notwithstanding anything to the contrary in this Section 6.01, upon the occurrence of the TripAdvisor Release Date, the TripAdvisor Subsidiaries may create, incur and permit to exist Indebtedness under the TripAdvisor Credit Facilities.” (ii) Section 6.06 of the Credit Agreement is hereby amended by replacing “and” after clause (k) therein with a comma and inserting the following immediately after clause (l) therein: “and (m) the TripAdvisor Spin-Off and the transactions relating thereto (including (i) the entry into the separation agreement, the tax sharing agreement, the employee matters agreement, the transition services agreement, the commercial agreements and any other definitive agreements relating to the TripAdvisor Spin-Off between the Company and/or the Subsidiaries (other than the TripAdvisor Subsidiaries), on the one hand, and any or all of the TripAdvisor Subsidiaries, on the other, and (ii) certain amendments to the organizational documents of the Company), in each case substantially as described in the TripAdvisor Form S-4 as filed with the SEC on July 27, 2011 (or the amendment of any such agreements in a manner not materially adverse to the Company and to the rights or interests of the Lenders)”. (iii) Section 6.07 of the Credit Agreement is hereby amended by replacing “and” after clause (i)(D) thereof with a comma and inserting the following immediately after clause (i)(E) thereof: “and (F) in the case of the TripAdvisor Subsidiaries, upon the occurrence of the TripAdvisor Release Date, restrictions and conditions imposed by the agreements governing the TripAdvisor Credit Facilities”. (iv) Section 6.08(i) of the Credit Agreement is hereby amended and restated in its entirety read as follows: (i) Indebtedness owing to the SAC Agents and the SAC Lenders under the SAC Loan Documents (the “SAC Indebtedness”). Except as set forth below, the Borrowers shall not make any Restricted Payment permitted under Section 6.05 payments on the SAC Loan (other than non-the payment of counsel fees described in Section 9(c) of the Intercreditor Agreement, and the accrual of (A) payment in kind or capitalized interest, (B) capitalized expenses, and (C) all other amounts due thereon, which amounts are all to be capitalized) unless and until (i) all Obligations have been repaid in full in cash, except for those Letter of Credit Outstandings described in (ii), below, (ii) the Borrowers have deposited cash payments into the Cash Collateral Account in an amount equal to 103% of the Letter of Credit Outstandings at such time, and (iii) any obligations of the Swingline Lender, the Issuing Bank, or any Revolving Credit Lender to make any loans or to provide any financial accommodations pursuant to this Agreement have been terminated. Except for the amendments and modifications permitted solely in accordance with the terms of the Intercreditor Agreement, the Borrowers shall not hereafter effect or permit any amendments or modifications to any SAC Loan Documents without the prior written consent of the Administrative Agent and the Term Lender. Upon satisfaction of the following requirements, the Borrowers shall from time to time be permitted to repay Obligations under the proviso SAC Credit Agreement, in increments of not less than $2,000,000.00, on the last Business Day of any month, commencing March 31, 2005: (A) The Lead Borrower shall furnish the Administrative Agent (i) within 10 Business Days’ of receipt of written notice from SAC of SAC’s intent to terminate, pursuant to the terms of Section 2.17 of the SAC Credit Agreement, a copy of such Section);”notice of termination, or (ii) 10 Business Days’ notice of its desire to repay the SAC Loan. (vB) Section 6.08 No Event of Default is then occurring; and (C) After giving effect to the amount of the Credit Agreement is hereby amended SAC Loan to be repaid and on a pro forma basis for the next 6 month period, based upon delivery by deleting “and” after paragraph (o) thereofthe Lead Borrower of a business plan reasonably satisfactory to the Administrative Agent and the Term Lender, replacing in their reasonable discretion, the period at Borrower shall have minimum Excess Availability of not less than the end aggregate of paragraph (p) thereof with “; and” and inserting the following after paragraph (p) thereof: (q) the TripAdvisor Spin-Off, provided that (i) the Trip-Advisor Spin-Off shall be on terms not less favorable to the Lenders in any material respect than the information set forth in the TripAdvisor Form S-4then applicable Minimum Required Excess Availability, as filed with the SEC on July 27, 2011, and (ii) no Default shall have occurred and be continuing, (iii) the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of consummation of the TripAdvisor Spin-Off, giving pro forma effect thereto as if it had occurred on the first day of the period of four consecutive fiscal quarters ending with such quarter, and (iv) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying that all the requirements set forth in this clause (q) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclause (iii) above. It is understood and agreed that the TripAdvisor Spin-Off does not constitute a Partial Transfer for purposes of this Agreement$10,000,000.”

Amendment to Article VI. The provisions of Article VI of the Credit Agreement is are hereby amended as followsby: (i) Section 6.01 of deleting the Credit Agreement is hereby amended to insert word “and” at the end thereof the following: “Notwithstanding anything to the contrary in this of clause (h) of Section 6.01, upon the occurrence of the TripAdvisor Release Date, the TripAdvisor Subsidiaries may create, incur and permit to exist Indebtedness under the TripAdvisor Credit Facilities.” (ii) Section 6.06 of the Credit Agreement is hereby amended by replacing “and” after clause (k) therein with a comma and inserting the following immediately after clause (l) therein: “and (m) the TripAdvisor Spin-Off and the transactions relating thereto (including (i) the entry into the separation agreement, the tax sharing agreement, the employee matters agreement, the transition services agreement, the commercial agreements and any other definitive agreements relating to the TripAdvisor Spin-Off between the Company and/or the Subsidiaries (other than the TripAdvisor Subsidiaries), on the one hand, and any or all of the TripAdvisor Subsidiaries, on the other, and (ii) certain amendments to the organizational documents of the Company), in each case substantially as described in the TripAdvisor Form S-4 as filed with the SEC on July 27, 2011 (or the amendment of any such agreements in a manner not materially adverse to the Company and to the rights or interests of the Lenders)”. (iii) Section 6.07 of the Credit Agreement is hereby amended by replacing “and” after clause (i)(D) thereof with a comma and inserting the following immediately after clause (i)(E) thereof: “and (F) in the case of the TripAdvisor Subsidiaries, upon the occurrence of the TripAdvisor Release Date, restrictions and conditions imposed by the agreements governing the TripAdvisor Credit Facilities”. (iv) Section 6.08(i) of the Credit Agreement is hereby amended and restated in its entirety as follows: (i) any Restricted Payment permitted under Section 6.05 (other than non-cash payments permitted solely under the proviso in such Section);”. (v) Section 6.08 of the Credit Agreement is hereby amended by deleting “and” after paragraph (o) thereof, replacing the period at the end of paragraph clause (pi) thereof with of Section 6.01 and inserting “; and” in lieu thereof and (iii) inserting the following after paragraph new clause (pj) thereofat the end of Section 6.01: (qj) Indebtedness owing to the TripAdvisor Spin-Offholders of the Convertible Notes, provided that in an aggregate principal amount not to exceed $56,000,000 (plus capitalized expenses and interest and plus all Subordinated Debt Fees (as defined in the Bridge Subordination Agreement) and all other amounts due thereon, the “Convertible Note Indebtedness”) under the Securities Purchase Documents. Except for the conversion of the Convertible Notes into shares of Class A Common Stock of the Lead Borrower in accordance with the terms of the Convertible Notes, the Borrowers shall not make any payments on the Convertible Notes or under the Securities Purchase Documents (other than the payment of Subordinated Debt Fees (as defined in the Bridge Subordination Agreement), and the accrual of (A) payment in kind or capitalized interest, (B) capitalized expenses, and (C) all other amounts due thereon, which amounts are all to be capitalized) unless and until all Obligations have been repaid in full in cash. Except for the amendments and modifications permitted in accordance with the terms of the Bridge Subordination Agreement, the Borrowers shall not hereafter effect or permit any amendments or modifications to any of the Securities Purchase Documents without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld.” (i) deleting the Trip-Advisor Spin-Off shall be on terms not less favorable to word “and” at the Lenders in any material respect than the information set forth in the TripAdvisor Form S-4, as filed with the SEC on July 27, 2011end of clause (d) of Section 6.02, (ii) no Default shall have occurred deleting the period at the end of clause (e) of Section 6.02 and be continuing, inserting “; and” in lieu thereof and (iii) inserting the Company shall be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of following new clause (f) at the end of the fiscal quarter of the Company most recently ended on or prior to the date of consummation of the TripAdvisor Spin-Off, giving pro forma effect thereto as if it had occurred on the first day of the period of four consecutive fiscal quarters ending with such quarter, and (iv) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying that all the requirements set forth in this clause (q) have been satisfied with respect thereto, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in subclause (iii) above. It is understood and agreed that the TripAdvisor Spin-Off does not constitute a Partial Transfer for purposes of this Agreement.”Section 6.02: