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Master Agreement - Delta Air Lines Inc. and priceline.com Inc.

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                                MASTER AGREEMENT

      This Master Agreement ("Agreement"), dated the 17th day of November, 1999,
is between Delta Air Lines, Inc. ("Delta") and priceline.com Incorporated
("Priceline").

                                    RECITALS

      Delta has agreed to amend the General Agreement, dated August 31, 1998, as
amended (the "GA"), to add United Airlines, American Airlines, US Airways, Japan
Airlines, Alitalia and Aerolineas Argentinas to the list of permitted carriers
and to modify sections of the GA relating to market restrictions, the allocation
methodology, and reporting and audit rights set forth therein. In exchange,
Priceline (a) has agreed to provide financial consideration to Delta by making
possible certain arrangements described herein and (b) has requested the release
by Morgan Stanley of Delta from a lock-up arrangement so that Delta may sell
8,440,067 shares ("Market Sale Shares") of its approximately 14.4 million shares
of Priceline common stock. In addition, Priceline has agreed that the remaining
approximately six million shares of Priceline common stock held by Delta will be
exchanged, at Delta's option, for approximately six million shares of newly
issued Priceline convertible preferred stock, which will bear an eight percent
annual pay-in-kind dividend.

      The parties agree to the following:

ARTICLE 1- ACTIONS OF THE PARTIES

1.1   Amendment to General Agreement and Airline Participation Agreement

      Delta and Priceline agree to amend the General Agreement and Airline
      Participation Agreement, dated August 31, 1998, as amended ("APA"), in
      accordance with Exhibit A, attached hereto and incorporated by reference
      herein (the "Amendment").

1.2   Release from Lock-up

      Priceline will use its best efforts to cause Morgan Stanley & Co.
      Incorporated and Morgan Stanley & Co. International Limited (collectively,
      Morgan Stanley) to release the Market Sale Shares held by Delta from the
      lock-up that

<PAGE>

      expires on February 7, 2000 pursuant to that certain Lock-Up Letter from
      Delta to Morgan Stanley and several Underwriters dated August 11, 1999
      (the "Lock-Up"). In addition, Priceline shall not request, will oppose if
      requested, and will use its best efforts to cause Morgan Stanley not to
      release any other parties from any existing lock-up agreements relating to
      Priceline, until Delta has sold the Market Sale Shares.

1.3   No Amendment of Warrant Agreements

      Priceline shall not amend, during the period from the date hereof until
      the earlier of February 7, 2000 or Delta having sold the Market Sale
      Shares (the "Release Date"), any warrant agreement or warrant certificate
      to permit a cashless exercise feature.

1.4   No Sale or Registration of Securities

      Priceline shall not initiate, and to the extent it has a contractual right
      to do so, Priceline shall not consent to or participate in, a sale of
      equity securities of Priceline until after the Release Date.

1.5   Convertible Preferred Stock

      At Delta's option, , all of the shares of Priceline Common Stock held by
      Delta (other than the Market Sale Shares) will be exchanged for
      $359,580,000 aggregate principal amount of a newly issued class of
      convertible preferred stock of Priceline bearing an accruing semi-annual
      paid-in-kind dividend at a rate of eight percent (8%) per annum, payable
      semiannually, in Priceline common shares (the "Convertible Preferred
      Stock"), which such exchange to be structured to the extent possible in a
      tax-free transaction to Delta pursuant to I.R.C. Section 368 (a)(1)(E).
      Any shares of Convertible Preferred Stock held by Delta after the date of
      issuance may be converted at Delta's option at any time into shares of
      Priceline common stock at a one (1) to one (1) ratio (i.e. a zero percent
      premium). The Convertible Preferred Stock will have a final maturity of
      ten (10) years from the date of issue and be subject to a mandatory
      redemption at the tenth (10th) anniversary for cash at a price per share
      of $59.93; provided that Priceline shall have a call right for the
      Convertible Preferred Stock after three (3) years from the date of issue
      for cash at a price per share of $59.93. To the extent all or a portion of
      the Convertible Preferred Stock is called, Priceline will provide Delta
      with 30


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<PAGE>

      days' advance written notice so that Delta will first have the right to
      convert its Convertible Preferred Stock during such 30 day period. Whether
      or not Priceline has exercised its call right, Delta is guaranteed the
      first six semiannual dividends. The Convertible Preferred Stock will be
      subordinated to any indebtedness of Priceline, will rank pari passau with
      any existing or future preferred stock issued by Priceline, and will have
      priority over the the common stock of Priceline. Delta will have voting
      rights for the Convertible Preferred Stock as if Delta held an equivalent
      number of Priceline common shares (i.e., on a one to one ratio). In the
      event that Priceline issues a cash dividend to the holders of common
      shares, then Delta shall be entitled to demand a cash dividend on the
      Convertible Preferred Stock in lieu of the paid-in-kind dividend.

      In the event of a change of control of Priceline where cash is a portion
      of the consideration paid by the acquiring company, Delta will have the
      right to elect to receive the greater of par (cash at a price per share of
      $59.93) or the cash value of the transaction. If the transaction is for
      stock, the exchange ratio will be adjusted such that Delta receives the
      same monetary consideration for its Convertible Preferred Stock.

      Priceline hereby confirms that such shares, when converted to Priceline
      common stock, shall have demand and piggyback registration rights under
      the existing Amended and Restated Registration Rights Agreement dated
      December 8, 1998 by and among Delta, Priceline, and other parties or any
      successor or substitute registration rights agreement thereto.

      The Convertible Preferred Stock will be subordinated to any indebtedness
      of Priceline, will rank pari passau with any existing or future preferred
      stock issued by Priceline, and will have priority over the the common
      stock of Priceline. Delta will have voting rights for the Convertible
      Preferred Stock as if Delta held an equivalent number of Priceline common
      shares (i.e., on a one to one ratio). In the event that Priceline issues a
      cash dividend to the holders of common shares, then Delta shall be
      entitled to demand a cash dividend on the Convertible Preferred Stock in
      lieu of the paid-in-kind dividend.

1.6   Other Agreements

      Priceline and Delta, respectively, shall execute and deliver the
      agreements described in Article 6 to which either is a party.


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<PAGE>

ARTICLE 2- CLOSING

2.1 Closing. The closing (the "Closing") of the transactions contemplated by
this Agreement shall take place immediately, following the satisfaction or
waiver of all of the conditions set forth in Article 6 hereof (the "Closing
Date").

ARTICLE 3- REPRESENTATIONS AND WARRANTIES OF PRICELINE

Representations and Warranties of Priceline. Priceline represents and warrants
to Delta as follows:

3.1   Organization and Qualification. Priceline is a duly organized and validly
      existing corporation in good standing under the laws of the State of
      Delaware and has the corporate power and authority to own, operate and
      lease the properties and assets it now owns, operates or leases and to
      conduct its business as it is now being conducted.

3.2   Authority Relative to this Agreement. Priceline has the corporate power
      and authority to execute and deliver this Agreement and to consummate the
      transactions contemplated hereby in accordance with the terms hereof. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all
      necessary corporate action on the part of the Priceline. This Agreement
      has been duly and validly executed and delivered by Priceline and is,
      assuming due execution and delivery thereof by Delta and that Delta has
      full legal power and right to enter into this Agreement, a valid and
      binding obligation of Priceline, enforceable against Priceline in
      accordance with its terms, except as enforcement thereof may be limited by
      the availability of certain equitable remedies or by bankruptcy,
      insolvency or similar laws affecting creditors' rights generally.

3.3   Broker. Priceline has not retained or agreed to pay any broker or finder
      with respect to this Agreement and the transactions contemplated hereby,
      the fees for which Delta may be responsible.

3.4   Shares Held by Delta. Priceline represents that, as of the date of the
      Warrant Agreement, after giving effect to the Stock Purchase Agreement of
      November 16, 1999, pursuant to which Jay S. Walker purchased from Delta
      2,085,767 shares of Priceline common stock at a price of $59.93 per share,
      the remain-


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<PAGE>

      ing 14,440,067 shares of Priceline common stock held by Delta represent
      approximately eight and eighty five hundredths percent (8.85%) of the
      outstanding common stock of Priceline.

ARTICLE 4- REPRESENTATIONS AND WARRANTIES OF DELTA

Representations and Warranties of Delta. Delta represents to Priceline as
follows:

4.1   Organization and Qualification. Delta is a duly incorporated and validly
      existing corporation in good standing under the laws of the State of
      Delaware and has the corporate power and authority to own, operate and
      lease the properties and assets it now owns, operates or leases and to
      conduct its business as it is now being conducted.

4.2   Authority Relative to this Agreement. Delta has the corporate power and
      authority to execute and deliver this Agreement and to consummate the
      transactions contemplated hereby in accordance with the terms hereof. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all
      necessary corporate action on the part of the Delta. This Agreement has
      been duly and validly executed and delivered by Delta and is, assuming due
      execution and delivery thereof by Priceline and that Priceline has full
      legal power and right to enter into this Agreement, a valid and binding
      obligation of Delta, enforceable against Delta in accordance with its
      terms, except as enforcement thereof may be limited by the availability of
      certain equitable remedies or by bankruptcy, insolvency or similar laws
      affecting creditors' rights generally.

4.3 Purchase for Investment.

            (a) Delta understands that the shares of Convertible Preferred Stock
      to be issued to Delta hereunder (the "Shares") have not been registered
      under the Securities Act of 1933, as amended (the "Act"), or under
      applicable state securities laws, in reliance upon exemptions contained in
      the Act and such laws and any applicable regulations promulgated
      thereunder or interpretations thereof, and cannot be offered for sale,
      sold or otherwise transferred unless all or any portion of the Shares
      subsequently are so registered or qualify for exemption from registration
      under the Act and such laws and unless such offer, sale or transfer is
      made in compliance with the terms of this Agreement


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<PAGE>

      and that the certificate(s) representing the Shares shall bear the
      following legends:

                  "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW.
            THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
            OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID ACT."

            (b) The Shares are being acquired under this Agreement by Delta in
      good faith solely for its own account, for investment and not with a view
      toward resale or other distribution within the meaning of the Act; and
      such Shares will not be offered for sale, sold or otherwise transferred
      without either registration or exemption from registration under the Act.

            (c) Delta is an "Accredited Investor" within the meaning of rule 501
      of Regulation D under the Act, as presently in effect. Delta has such
      knowledge and experience in financial and business matters that it is
      capable of evaluating the merits and risks of its investment in the
      Shares; and understands and is able to bear any economic risks associated
      with such investment.

            (d) Delta understands that the Shares will be considered "restricted
      securities" within the meaning of Rule 144 under the Act; that Rule 144
      may not be available to exempt from the registration requirements of the
      Act sales of such restricted securities; that if Rule 144 is available,
      sales may be made in reliance upon Rule 144 only in accordance with the
      terms and conditions of Rule 144, which among other things generally
      requires that the securities be held for at least one year and that sales
      be made in limited amounts (which amounts are subject to certain
      exceptions depending upon whether the seller is an "affiliate" within the
      meaning of Rule 144 and how long the securities have been held); and that,
      if the exemption for such sales is not available, registration of the
      Shares under the Act and state securities laws may be required.

4.4   Broker. Delta has not retained or agreed to pay any broker or finder with
      respect to this Agreement and the transactions contemplated hereby, the
      fees for which Priceline may be responsible.


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<PAGE>

ARTICLE 5- FURTHER AGREEMENTS OF THE PARTIES

5.1   Governmental Filings. In connection with the consummation of the
      transactions contemplated hereby, Priceline and Delta shall promptly file
      with the SEC any required materials relating to the transactions
      contemplated by this Agreement.

5.2   Reasonable Business Efforts. Upon the terms and subject to the conditions
      of this Agreement, Delta and Priceline agree to use reasonable business
      efforts to take, or cause to be taken, and to assist and cooperate with
      each other in doing, all things reasonably necessary, proper or advisable
      under applicable laws and regulations to consummate and make effective, in
      the most expeditious manner practicable, the transactions contemplated by
      this Agreement.

5.3   Expenses; Payments. Each party hereto agrees to bear its own expenses
      (including, without limitation, the reasonable fees and disbursements of
      counsel) in connection with the negotiation and preparation of this
      Agreement and its performance hereunder.

5.4   Warrant. On November 17, 1999, Priceline shall execute and deliver to
      Delta a Participation Warrant Agreement in the form of Exhibit D attached
      hereto.

ARTICLE 6- CONDITIONS TO OBLIGATIONS OF DELTA

Delta shall not be obligated to consummate the transactions contemplated by this
Agreement, unless the following conditions shall have been satisfied or, if
applicable, waived by Delta prior to or at the Closing.

6.1   Representations and Warranties. The representations and warranties of
      Priceline contained herein shall be true, complete and accurate in all
      material respects as of the Closing Date.

6.2   Morgan Stanley shall have issued to Delta a letter in the form of Exhibit
      B attached hereto in which Morgan Stanley releases the Market Sale Shares
      from the Lock-Up that expires on February 7, 2000 (the "Lock-Up").

6.3   Jay S. Walker, Walker Digital, Richard Braddock, Paul Francis and Timothy
      Brier each shall have signed a letter agreement with Delta, in the form of


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<PAGE>

      Exhibit C attached hereto, in which each agrees, during the period from
      the date hereof until the Release Date, not to sell or transfer, directly
      or indirectly, any Priceline securities.

6.4   Priceline shall have executed a Participation Warrant Agreement in the
      form of Exhibit D attached hereto.

ARTICLE 7- CONDITIONS TO OBLIGATIONS OF PRICELINE

Priceline shall not be obligated to consummate the transactions contemplated by
this Agreement unless the following conditions shall have been satisfied or, if
applicable, waived by Priceline prior to or at the Closing.

7.1   Representations and Warranties. The representations and warranties of
      Delta contained herein shall be true, complete and accurate in all
      material respects as of the Closing Date.

7.2   Amendments. Delta shall have executed and delivered the Amendment to the
      GA and APA, substantially in the form of Exhibit A attached hereto.

ARTICLE 8- TERMINATION

8.1   Certain Terminations. This Agreement may be terminated at any time prior
      to the occurrence of the Closing: (a) by written agreement by Delta and
      Priceline; or (b) by the party not in breach in the event of a material
      breach by the other which is not cured within fifteen (15) days after
      written notice thereof.

8.2   Effect of Termination. In the event of the termination of this Agreement
      by either Delta or Priceline, as provided above, this Agreement shall
      thereafter become void and of no further force and effect and there shall
      be no liability on the part of any party hereto or its directors,
      officers, stockholders, employees or agents, except for any liability for
      any willful breach of this Agreement causing or permitting such
      termination and except that the provisions of Sections 5.3 and this
      Section 8.2 shall survive such termination. The representations and
      warranties made herein shall survive the Closing.


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<PAGE>

ARTICLE 9- MISCELLANEOUS

9.1   Further Assurances. From time to time hereafter, each party shall, using
      reasonable business efforts, execute and deliver such other instruments of
      transfer and assumption and take such further action including providing
      access to necessary books and records as the other may reasonably request
      to carry out the transfer of the Assets and as otherwise may be reasonably
      required in connection with effecting or carrying out the provisions of
      this Agreement.

9.2   No Waiver. Except as expressly provided in this Agreement, nothing
      contained in this Agreement shall cause the failure of either party to
      insist upon strict compliance with any covenant, obligation, condition or
      agreement contained herein to operate as a waiver of, or estoppel with
      respect to, any such or any other covenant, obligations, condition or
      agreement by the party entitled to the benefits thereto.

9.3   Severability. If any provisions hereof shall be held invalid or
      unenforceable by any court of competent jurisdiction or as a result of
      future legislative action, such holding or action shall be strictly
      construed and, subject to applicable law, shall not affect the validity or
      effect of any other provisions hereof.

9.4   No Third Party Beneficiary. Nothing herein expressed or implied is
      intended to or shall be construed to confer upon or give to any person or
      corporation other than the parties hereto and their successors any rights
      or remedies under or by reason of this Agreement.

9.5   Entire Agreement; Amendments. This Agreement contains and is intended as,
      a complete statement of the entire agreement and understanding between the
      parties with respect to the subject matter hereof and supersedes all prior
      statements, representations, discussions, agreements, draft agreements and
      undertakings, whether written or oral, express or implied, of any and
      every nature with respect thereto. This Agreement cannot be changed or
      terminated orally. This Agreement may only be amended by written agreement
      of Priceline and Delta.

9.6   Assignment. This Agreement shall be binding upon the successors and
      assigns of the parties hereto, although no party shall be permitted to
      assign


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<PAGE>

      any of its rights or delegate any of its duties under this Agreement
      without the consent of the other party hereto.

9.7   Governing Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware applicable to agreements
      made and to be performed in the State of Delaware.

9.8   Notices. All notices, requests, demands, and other communications under
      this Agreement shall be in writing and shall be delivered personally
      (including by courier) or mailed by registered mail, return receipt
      requested, or given by facsimile transmission to the parties at the
      following addresses (or to such other address as a party may have
      specified by notice given to the other pursuant to this provision) and
      shall be deemed given when so received:

             (a)  if to Priceline, to:

                  priceline.com Incorporated
                  5 High Ridge Park,
                  Stamford, Connecticut 06905
                  Attn: - General Counsel
                  Facsimile number:  (203) 595-8344.

             (b)  if to Delta, to:

                  Delta Air Lines, Inc.
                  1030 Delta Boulevard Atlanta, GA 30320
                  Attn: Senior Vice President - General Counsel
                  Facsimile number:  (404) 715-2106.

9.9   Headings. The section headings of this Agreement are for reference
      purposes only and are to be given no effect in the construction or
      interpretation of this Agreement. All references herein to sections,
      unless otherwise identified, are to sections of this Agreement.

9.10  Counterparts; Facsimile Signature. This Agreement may be executed by the
      parties hereto in two or more counterparts, by facsimile or otherwise,
      each of which shall be deemed to constitute an original, but together
      which shall constitute one and the same instrument.


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<PAGE>

9.11  Indemnity Each party (the "Indemnifying Party") shall indemnify, defend,
      compensate, and hold harmless the other, and the other's officers,
      directors, employees, and representatives, to the fullest extent permitted
      by law, from and against all damages, claims, liabilities, losses and
      attorneys' fees, arising out of or relating to any breach of any
      representation, warranty, covenant or agreement in this Agreement or any
      agreement signed by Delta or Priceline pursuant to Article 6.

      IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first above written.

PRICELINE.COM                       DELTA AIR LINES, INC.
INCORPORATED


------------------------            ---------------------------
By:    Paul E. Francis              By:    M. Michele Burns
Title: Chief Financial Officer      Title: Vice President & Treasurer


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