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Participation Warrant Agreement [Amendment No. 1] - priceline.com Inc. and Continental Airlines Inc.

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               First Amendment to Participation Warrant Agreement

      This First Amendment to Participation Warrant Agreement dated as of
November 17, 1999 ("First Amendment"), by and between priceline.com Incorporated
(the "Company") and Continental Airlines, Inc. ("Warrant Holder").

      WHEREAS, the Company and Warrant Holder are parties to that certain
Participation Warrant Agreement dated as of July 16, 1999 (the "Warrant
Agreement"); and

      WHEREAS, the parties desire to amend the Warrant Agreement upon the terms
and conditions herein provided.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1. Definitions. Capitalized terms use herein and not otherwise defined
herein shall have the meanings ascribed to them in the Warrant Agreement.

      2. Amendment to Warrant Agreement. The Warrant Agreement is amended as
follows:

      (A)   Section 2 of the Warrant Agreement is amended to read in its
            entirety as follows:

            "2. Exercise Price. The Warrants have an exercise price of $59.93
            per share of Common Stock, as adjusted pursuant to the provisions of
            Section 10 of this Warrant Agreement (the "Exercise Price")."

      (B)   Section 4(b) of the Warrant Agreement is hereby amended to read in
            its entirety as follows:

            "(b) Early Exercise Rights.

                  (i)   The Warrant Holder will earn the right to exercise
                        Warrants for the first 500,000 Shares, subject to
                        adjustment as provided in Section 10 hereof, from and
                        after the date during any Measuring Period (as
                        identified in Section 4(c) hereof) that the Company has
                        sold during such Measuring Period at least $40.66
                        million (for the first Measuring Period ending August 1,
                        2000) or $36 million (for any Measuring Period ending
                        after August 1, 2000) of tickets issued for travel on
                        the Warrant Holder, its subsidiaries and/or on the
                        Warrant Holder's code share partners using Warrant

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                        Holder's code (such amount being measured by the amount
                        paid by the Company to the Warrant Holder and its code
                        share partners net of federal excise taxes on such
                        amount, PFCs and related collections) ("Warrant Holder
                        Net Fares").

                  (ii)  The Warrant Holder will earn the right to exercise
                        Warrants for the full amount of the second 500,000
                        Shares, subject to adjustment as provided in Section 10
                        hereof, from and after the date during any Measuring
                        Period (other than the Measuring Period during which
                        Warrant Holder shall have earned the right to exercise
                        Warrants for the first 500,000 Shares) that the Company
                        has sold during such Measuring Period at least $67.0
                        million of Warrant Holder Net Fares. If, upon completion
                        of the Measuring Period immediately following the
                        Measuring Period for which Warrant Holder earned the
                        right to exercise Warrants for the first 500,000 Shares,
                        the Company has sold more than $36.0 million but less
                        than $67.0 million of Warrant Holder Net Fares during
                        such immediately following Measuring Period, Warrant
                        Holder will earn (upon completion of such immediately
                        following Measuring Period) the right to exercise that
                        number of Warrants for a portion of the second 500,000
                        Shares, subject to adjustment as provided in Section 10
                        hereof, equal to the product of (i) 500,000 (subject to
                        adjustment as provided in Section 10 hereof) multiplied
                        by (ii) a fraction, the numerator of which shall be the
                        Warrant Holder Net Fares in excess of $36.0 million sold
                        by the Company during such immediately following
                        Measuring Period, and the denominator of which shall be
                        $31.0 million. Thereafter, subject to the provisions of
                        Section 4(a), the Warrant Holder will earn the right to
                        exercise Warrants for any remaining Shares only from and
                        after the date during any Measuring Period that the
                        Company has sold during such Measuring Period at least
                        $67.0 million of Warrant Holder Net Fares.

                  (iii) Warrant Holder Net Fares will be measured separately,
                        not cumulatively. For example, if the Company has sold
                        Warrant Holder Net Fares of $40.66 million during the
                        first Measuring Period, $61.0 million during the second
                        Measuring Period, and $64.0 million during the third
                        Measuring Period, then the Warrant Holder will earn the
                        right to exercise Warrants for the first


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<PAGE>

                        500,000 Shares upon the date the Company has first sold
                        $40.66 million of Warrant Holder Net Fares during the
                        first Measuring Period, the right to exercise Warrants
                        for 403,226 Shares (500,000 x 25/31) upon completion of
                        the second Measuring Period, and no additional Shares at
                        any time during or upon completion of the third
                        Measuring Period. For purposes of this example, it is
                        assumed that no adjustment pursuant to Section 10 hereof
                        has occurred. If, for the first Measuring Period ending
                        August 1, 2000, Warrant Holder Net Fares do not equal or
                        exceed $40.66 million, Warrant Holder will not with
                        respect to the first Measuring Period earn the right to
                        exercise Warrant for the first 500,000 shares, but will
                        earn the right to exercise Warrants for the first
                        500,000 Shares in a subsequent Measuring Period if, in
                        such subsequent Measuring Period, Warrant Holder Net
                        Fares for such subsequent Measuring Period equals or
                        exceeds $36 million."

      (C)   Section 4(c) of the Warrant Agreement is hereby amended to read in
            its entirety as follows:

            "(c)  Measuring Periods. Each Measuring Period shall be a 12 month
                  period, with the first Measuring Period commencing on August
                  1, 1999 (the "First Ticket Date") and ending on the first
                  anniversary of such date. Subsequent Measuring Periods will
                  expire on the second, third, fourth and fifth anniversary of
                  the First Ticket Date, respectively; provided that the last
                  Measuring Period will expire on the fifth anniversary of the
                  Issue Date."

      3. Amendment. All references in the Warrant Agreement (and in the other
agreements, documents and instruments entered into in connection therewith) to
the "Warrant Agreement" shall be deemed for all purposes to refer to the Warrant
Agreement, as amended by this First Amendment.

      4. Remaining Provisions of Warrant Agreement. Except as expressly provided
herein, the provision of the Warrant Agreement shall remain in full force and
effect in accordance with their terms and shall be unaffected by this First
Amendment.

      5. Counterparts. This First Amendment may be executed in counterparts,
each of which when executed shall be deemed an original and both of which when
executed shall be deemed one and the same instrument.


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<PAGE>

      6. Headings. The headings to this First Amendment are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      7. Governing Law. This First Amendment shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without regard to the
principles of conflicts of law of any jurisdiction.

      IN WITNESS WHEREOF, this First Amendment has been duly executed and
delivered by the authorized officers of each of the undersigned as of the date
first above written.


                         PRICELINE.COM INCORPORATED

                         By:__________________________________
                            Name:
                            Title:


                         CONTINENTAL AIRLINES, INC.

                         By:__________________________________
                            Name:
                            Title:


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