Item 1.01. Entry into a Material Definitive Agreement

On November 8, 2012, Expedia, Inc., a Delaware corporation (the "Company") and its applicable subsidiaries entered into the Third Amendment (the "Third Amendment") to its existing revolving credit facility, dated as of February 8, 2010, among the Company, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent (such facility, as amended by the First Amendment thereto, dated August 18, 2010, and the Second Amendment thereto, dated as of August 31, 2011, the "Revolving Credit Facility"). The Third Amendment, among other things, increased the aggregate commitments under the Revolving Credit Facility by $250,000,000 to $1,000,000,000, increased each of the swingline and letter of credit sublimits under the Revolving Credit Facility by $30,000,000 to $120,000,000, extended the maturity of the Revolving Credit Facility to November 8, 2017, reduced the commitment fee on undrawn amounts by up to 2.5 basis points (with the commitment fee varying based on the Company's senior unsecured debt ratings) and increased the maximum permissible leverage ratio to 3.25 to 1.00. The Third Amendment also made certain other modifications to the covenants and other terms of the Revolving Credit Facility. JPMorgan Chase Bank, N.A. and J.P. Morgan Europe Limited and their affiliates have in the past performed, and may in the future perform, various financial advisory, investment banking and commercial banking services from time to time for the Company and its affiliates in the ordinary course of business for which they have received or will receive customary fees and reimbursement of expenses.

The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to the actual Third Amendment, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Please see Item 1.01 above, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Third Amendment to the Credit Agreement, dated as of February 8, 2010, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent, dated as of November 8, 2012.

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