MASTER AGREEMENT dated as of November 20, 2003Master Agreement • March 15th, 2004 • Priceline Com Inc • Services-computer programming, data processing, etc.
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
RESTRUCTURING AGREEMENTRestructuring Agreement • March 15th, 2004 • Priceline Com Inc • Services-computer programming, data processing, etc. • England and Wales
Priceline.com Incorporated Norwalk, CT 06854 Attn: Peter Millones / Joy Willing (Sullivan & Cromwell) Fax: 203-299-8795 / 203-293-6330 Dear Sirs:Letter Agreement • March 15th, 2004 • Priceline Com Inc • Services-computer programming, data processing, etc. • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Party A and Party B on the Trade Date Specified below (the “Transaction”) on the terms set out below. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT among HUTCHISON-PRICELINE LIMITED, PCLN ASIA, INC., TRIO HAPPINESS LIMITED and ANY OTHER PERSON BECOMING A SIGNATORY HERETO AFTER THE DATE HEREOF dated as of October 3, 2003Securityholders’ Agreement • March 15th, 2004 • Priceline Com Inc • Services-computer programming, data processing, etc. • England and Wales
This AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT, dated as of October 3, 2003, among HUTCHISON-PRICELINE LIMITED, a company organized under the laws of the Cayman Islands (the “Company”), PCLN ASIA, INC., a corporation organized under the laws of the State of Delaware, United States of America (“PCLN SUB”), and TRIO HAPPINESS LIMITED, a company organized under the laws of the British Virgin Islands and a wholly owned subsidiary of Hutchison Whampoa Limited (“TH” and, together with PCLN SUB, the “Investors”), and any other Person becoming a signatory hereto after the date hereof (each of the aforementioned, a “Party” and, collectively, the “Parties”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in Section 1.01.
SCHEDULE to the Master Agreement dated as of November 20, 2003 betweenMaster Agreement • March 15th, 2004 • Priceline Com Inc • Services-computer programming, data processing, etc. • New York
