MARGIN LOAN AGREEMENT Dated as of November 1, 2016 among LEXE MARGINCO, LLC, as Borrower, LIBERTY EXPEDIA HOLDINGS, INC. as Guarantor, VARIOUS LENDERS and BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Calculation AgentMargin Loan Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • New York
This MARGIN LOAN AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 1, 2016 by and among LEXE MARGINCO, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), LIBERTY EXPEDIA HOLDINGS, INC., a Delaware corporation (the “Parent”), as Guarantor (in such capacity, the “Guarantor”), BANK OF AMERICA, N.A., as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., as Calculation Agent (together with its successors and assigns in such capacity, the “Calculation Agent”), and the lenders from time to time party hereto.
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
This Aircraft Time Sharing Agreement (“Agreement”) is entered into as of the 4th day of November, 2016 (“Effective Date”), by and between Liberty Media Corporation, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessor”), and Liberty Expedia Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).
ASSIGNMENT AGREEMENTAssignment Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Assignment Agreement, dated as of November 4, 2016, (this “Agreement”), is by and between Barry Diller, an individual (“Diller”), and Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”).
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
This Aircraft Time Sharing Agreement (“Agreement”) is effective as of the 4th day of November, 2016 (“Effective Date”), by and among Liberty Citation, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Owner”), Liberty Denver Arena LLC, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (the “Sublessor”), and Liberty Expedia Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).
PROXY AND VOTING AGREEMENTProxy and Voting Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Proxy and Voting Agreement, dated as of November 4, 2016 (this “Agreement”), is by and among Barry Diller, an individual (“Diller”), John C. Malone, an individual (“Malone”), and Leslie Malone, an individual (“Mrs. Malone” and together with Malone, the “Malone Group”).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Amendment No. 1 to Stockholders Agreement, dated as of November 4, 2016, (this “Amendment”), is by and between Barry Diller (“Diller”), for himself and on behalf of the members of the Diller Stockholder Group, and Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”), for itself and on behalf of the members of the Splitco Stockholder Group, and amends that certain Amended and Restated Stockholders Agreement, dated as of December 20, 2011 (the “Original Stockholders Agreement”), as amended by the Stockholders Agreement Assignment (as defined below) (the “Assigned Stockholders Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Assigned Stockholders Agreement.
SERVICES AGREEMENTServices Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
SERVICES AGREEMENT (this “Agreement”), dated as of November 4, 2016, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and Liberty Expedia Holdings, Inc., a Delaware corporation (“SplitCo”).
ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENTAssignment and Assumption of Stockholders Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Assignment and Assumption of Stockholders Agreement (this “Assignment”) is made as of November 4, 2016 by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (“Marginco”), LEXEB, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (“LEXEB”, and together with Splitco and Marginco, the “Assignees”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), and Barry Diller, an individual (“Diller”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Stockholders Agreement (as defined below).
ASSIGNMENT AND ASSUMPTION OF GOVERNANCE AGREEMENTAssignment and Assumption of Governance Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Assignment and Assumption of Governance Agreement (this “Assignment”) is made as of November 4, 2016 by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (“Marginco”), LEXEB, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (“LEXEB”, and together with Splitco and Marginco, the “Assignees”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Barry Diller, an individual (“Diller”), and Expedia, Inc., a Delaware corporation (“Expedia”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).
LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112Facilities Sharing Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
Liberty Interactive Corporation, a Delaware corporation (“LIC”), has, or will shortly, effect the split-off (the “Split-off”) of Liberty Expedia Holdings, Inc., a Delaware corporation (“SplitCo”), by means of the redemption of a portion of the issued and outstanding shares of LIC’s Liberty Ventures common stock in exchange for all of the issued and outstanding shares of common stock of SplitCo. To that end, LIC and SplitCo have entered into a Reorganization Agreement, dated as of October 26, 2016 (the “Reorganization Agreement”), pursuant to which various assets and businesses of LIC and its subsidiaries have been, or will be, transferred to SplitCo and its subsidiaries.
