Sample Business Contracts

Airline Participation Agreement - Inc. and United Air Lines Inc.

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      THIS AGREEMENT (this "Agreement"), dated November 15, 1999, is by and
between Incorporated, a Delaware corporation with an address
at Five High Ridge Park, Stamford, Connecticut 06905 ("Priceline"), and the
undersigned airline, whose principal place of business is set forth in the
notice provision of this Agreement ("Airline").

                           PRELIMINARY STATEMENT:

      Priceline provides a service that allows consumers to purchase
airline tickets at an offer price determined by the consumer (the
"Priceline Service"). The consumer identifies the departure and return
dates for travel and the price the consumer is willing to pay for the
airline ticket(s). Priceline then determines if it is able to fulfill the
customer's offer and, if it is able to do so, Priceline issues a ticket to
the customer on the applicable carrier.

      Airline desires to participate in the Priceline Service and, in
connection therewith, will provide Priceline with unpublished fares subject
to the Restrictions (defined herein) for select origin and destination city
pairs (each, an "O&D") identified by Airline in accordance with the terms
and conditions set forth in this Agreement.

      Priceline desires to include Airline as a participating carrier in
the Priceline Service and to have access to such unpublished fares in
accordance with the terms and conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the covenants and agreements set
forth in this Agreement, the parties agree as follows:

I.    Ticket Restrictions and Related Matters

      1.  Airline shall make available unpublished fares to Priceline for
          O&Ds identified by Airline in accordance with the terms and
          conditions set forth in this Agreement. Unpublished fares
          provided to Priceline must be issued in accordance with rules and
          restrictions provided to Priceline by Airline from time to time.
          By way of example, unpublished fares on certain O&D's may require
          specific routings or be flight/day specific. At all times during
          the term of this Agreement, Airline will exclusively control and
          determine the unpublished fares and levels of inventory provided
          to Priceline. It is expressly understood and agreed that Airline
          makes no commitment whatsoever regarding the level of inventory,
          number of O&Ds or the level of unpublished fares that will be
          provided to Priceline.

      2.  All tickets issued by Priceline for carriage on Airline (each, a
          "Priceline Ticket"), as well as tickets issued by Priceline on
          its other Participating Carriers (as hereinafter defined) shall
          be subject to the restrictions listed in (a) through (h) below
          (the "Restrictions"):

          (a)  Except as otherwise provided in Paragraph IV.4 hereof, all
               Priceline Tickets will be non-refundable, non-endorsable and
          (b)  All travel will be round-trip with no stopovers or open-jaw
               travel permitted;
          (c)  Frequent Flyer mileage and upgrades will not be permitted;
               provided, Airline may offer such benefits to the extent that
               it is impractical to impose such frequent flyer restrictions
               on Priceline Tickets;
          (d)  Priceline customers must agree to (i) make up to one stop or
               connection on both their departing and return flights, (ii)
               accept a ticket on any carrier participating in Priceline's
               airline ticket service ("Participating Carrier"), and (iii)
               travel on any flight on the specified date of travel (x) for
               domestic U.S. flights, departing during the 6 a.m. - 10 p.m.
               time period unless the customer has specified a request to
               include flights departing outside those periods, and (y) for
               international flights, at any time (i.e., 12:01 a.m. to
               11:59 p.m.);
          (e)  All Priceline travel reservations and bookings shall be made
               without Priceline customers specifying a preferred (or
               requested) carrier, flight or time of day travel
               preference(s) on the specified date(s) of travel;
          (f)  All Priceline Tickets require instant ticketing guaranteed
               with a major credit card if Priceline is able to provide an
               airline ticket within the customer's requested price,
               departure and return date parameters;
          (g)  Priceline Ticket reservations are limited to no more than
               eight persons traveling in the same itinerary; and
          (h)  Except as otherwise provided herein, in any seven-day
               calendar period, a Priceline customer shall be limited to
               making one offer price for airline ticket(s) for a Trip. A
               "Trip" is defined as travel between the same airports on the
               same dates of travel. A Priceline customer may, within a
               seven-calendar day period, make an offer for travel in a
               different airport pair or on different dates of travel.
               Priceline will not knowingly sell a ticket to a Priceline
               customer in response to a second (or subsequent) offer for a
               Trip within a seven calendar day period; provided, that
               Priceline may sell a ticket in connection with a second
               offer if the Priceline customer (i) raises the offer by a
               minimum of $[**] and (ii) accepts, as part of the second
               offer, (x) a travel package which includes a hotel or
               rental car offer, or (y) a product or service co-marketed
               by Priceline such as a credit card or long distance telephone
               service or other co-marketing program.

      3.  If during any two consecutive months during the term of this
          Agreement, the number of tickets sold by Priceline on
          Participating Carriers that do not include a Saturday night stay
          is greater than [**]% of all tickets sold on all Participating
          Carriers through Priceline during such period, then Airline shall
          have the right to cause Priceline to include as part of the
          Restrictions, a Saturday night stay for all tickets sold on all
          Participating Carriers through Priceline; provided, however, that
          Airline's right to impose such restriction shall terminate and be
          of no further force or effect at such time as Delta Air Lines,
          Inc. ("Delta") no longer has a contractual right to cause
          Priceline to impose a Saturday night stay restriction for
          Priceline's airline ticket sales on all Participating Carriers.
          Additionally, in the event that Priceline licenses any of
          Priceline's proprietary software to Delta, Priceline will license
          such software to Airline on the same terms and conditions as
          apply to any license to Delta to the extent that contractual
          rights of Delta as of the date hereof do not prohibit such
          license (subject to any waiver by Delta); provided, however, that
          Priceline shall thereafter have the right unilaterally to modify
          or terminate such license to Airline if Priceline's license to
          Delta is similarly modified or terminated. Additionally, so long
          as, and only so long as, Delta shall have the contractual right
          to limit the number of second look offers under Paragraph I.2(h)
          to no more than 20 percent of first look offers, Priceline will
          comply with such Restriction, and Airline, shall hereby have an
          independent right to enforce such Restriction for all
          Participating Carriers. Subject to the foregoing, Priceline
          further agrees that it shall be prohibited from removing or
          materially modifying any of the Restrictions applicable to any
          Participating Carrier that will materially increase the usage of
          Priceline by business flyers without the prior written consent of

      4.  Airline may include, in addition to the Restrictions, other fare
          rules and conditions for Priceline Tickets issued on Airline such
          as advance purchase or Saturday night stay requirements. Subject
          to Paragraph II.2, Priceline also reserves the right after
          written notice to Airline to impose, on a non-discriminatory
          basis on all Participating Carriers, additional restrictions on
          tickets sold by Priceline, including a Saturday night stay
          requirement, as part of the Restrictions.

      5.  The Restrictions will be communicated by Priceline to the
          customer via the Internet (or through Priceline's customer
          service representatives if the consumer contacts Priceline
          through its toll free customer service number), and will be set
          forth on ticketing and/or itinerary documentation issued by

      6.  All Priceline Tickets issued for carriage on Airline shall be
          subject to the published conditions of carriage and the fare
          rules of Airline, to the extent such conditions and fare rules
          are not inconsistent with the Restrictions. Airline will honor
          all Priceline Tickets issued for travel on Airline in accordance
          with the Restrictions and other rules and conditions established
          by Airline for Priceline Tickets.

      7.  All tickets issued by Priceline on any Participating Carrier
          shall be subject to the Restrictions and any additional
          restrictions imposed by Priceline in accordance with the second
          sentence of Paragraph I.4.

II.   Priceline Ticket Reservations, Bookings, Payment and Fulfillment

      1.  Airline will file unpublished fares and rules for Priceline
          Tickets with the computer reservation system ("CRS") used by
          Priceline. Airline may file fares under Airline's two letter
          designation code on flights operated by other carriers.
          Notwithstanding the forgoing, Priceline will use best efforts to
          cooperate with Airline to identify and work toward the most
          efficient system selected by Airline, including Airline's
          internal reservation system, for the filing of fares for use by
          Priceline in the operation of its air travel service with

      2.  Subject to Paragraph III, Priceline will determine the price at
          which Priceline Tickets are sold based on customer offers
          received through the Priceline Service. Priceline shall not
          advertise prices or fares below Airline's published fares. As
          used herein, "published fare" means an Airline fare published
          through the Airline Tariff Publishing Company ("ATP") and
          available for sale by Airline appointed agents for scheduled air
          transportation. Priceline shall not advertise prices or fares in
          any O&D below Airlines published fares in the applicable O&D.

      3.  All unpublished fares made available by Airline for sale through
          the Priceline Service shall not be commissionable and shall be
          inclusive, where applicable, of the applicable domestic federal
          transportation excise tax for such unpublished fare. All such
          unpublished fares shall be exclusive of any domestic federal
          segment taxes, and any domestic or international fuel, departure,
          arrival, passenger facility, airport, terminal and/or security
          taxes or surcharges which, when applicable, must be added to the
          fare amount collected from the passenger and shown on the
          Priceline Ticket.

      4.  Subject to Paragraph III, upon locating an unpublished fare with
          inventory availability satisfying a Priceline customer's ticket
          request, Priceline shall immediately ticket the customer's ticket
          price against a valid credit card provided by the Priceline

      5.  In all Priceline Ticket transactions, Priceline will be the
          merchant of record and will pay all associated merchant credit
          card fees. All Priceline Tickets sold on Airline will be settled
          through Airline Reporting Corporation ("ARC").

      6.  All Priceline Tickets of Airline issued through the Priceline
          Service will be issued by Priceline using Agency ARC: 07-50854-6.
          In collecting payment for Priceline Tickets, Priceline will act
          as the agent of Airline pursuant to Agent's ARC Agent Reporting
          Agreement with ARC.

      7.  Unless otherwise directed by a Priceline customer, all Priceline
          Tickets issued on Airline will be issued electronically. After
          issuance, Priceline will promptly forward to the customer a
          receipt of proof of purchase, conditions of carriage on Airline
          and a copy of the Restrictions (including any additional
          restrictions imposed by Airline). In the event a Priceline
          customer requests Airline to provide a separate electronic ticket
          receipt for an electronic ticket, the price shown on Airline's
          receipt will reflect that such ticket is a "bulk" electronic

      8.  Priceline will encourage its customers to accept electronic
          ticketing for all Priceline Ticket requests by imposing an
          additional charge for the issuance of paper tickets and
          maintaining the issuance of electronic tickets as the default
          option on the Priceline Service.

      9.  Subject to the provisions of Paragraph II.5 above, all Priceline
          paper tickets for carriage on Airline will be issued by Priceline
          on standard ARC traffic documents and will be validated with
          Airline's validation in accordance with ARC requirements. The
          passenger coupon will show "bulk" for the fare amount and will
          include all additional collections noted in Paragraph II.3 above.
          The auditor's coupon will show the Airline's unpublished fare
          authorized for Priceline.

      10. In the event that Priceline is unable to fulfill an airline
          ticket request from unpublished fares and seat inventory provided
          from Participating Carriers in a manner not inconsistent with
          this Agreement, Priceline reserves the right to sell tickets on
          Airline using published fares used by travel agents generally as
          reflected in CRSs, in accordance with the rules and conditions
          associated with such fares and in accordance with an allocation
          method that allocates such purchases in proportion to the
          aggregate domestic or international market share (as applicable)
          offered by each Participating Carrier in the O&D requested;
          provided that the Participating Carrier has seats available for
          sale at the published fares comparable to the published fares
          available from other Participating Carriers in such O&D.

      11. [**]


III.  Priceline Ticket Allocation Methodology

      Priceline will maintain an allocation methodology that determines when
participating airlines will be given the first opportunity to fill a
customer ticket request. Priceline will provide a first-look allocation
system whereby each Participating Carrier will be allocated first-looks for
each O&D's in proportion to its natural market share of all Participation
Carriers for such O&D's, as determine by a standard industry QSI
calculation. Airline acknowledges Delta Airlines' preexisting "first look"
advantage and agrees to participate in the Priceline Service on an interim
basis with Delta's "first look" allocation advantage. Priceline agrees to
negotiate expeditiously and in good faith with Delta to remove this first
look advantage relative to Airline. Priceline will notify Airline promptly
when the first look allocation advantage has been removed. Thereafter, in
no case will another Participating Carrier be given a first-look bias over
Airline. Priceline shall use its best efforts to establish a methodology,
acceptable to Airline, whereby Airline may indicate which flight to use to
fulfill a customer's request in the event that more than one flight (e.g.,
different departure times or different stops or connections) satisfies a
Priceline customer's request. Priceline agrees to fulfill all Priceline
first look ticket requests allocable to Airline at the "Highest Qualifying
Fare" available from Airline. In the interim period where Delta maintains
its first look advantage, carrier will receive second looks based upon O+D
QSI share and fulfillment at the "highest qualifying fare". As used herein,
the term "Highest Qualifying Fare" means the highest priced Airline
unpublished fare meeting the Priceline customer's offer price and other
terms, plus the amount of Priceline's minimum ticket margin, as established
from time to time by Priceline and notified to Airline. Once a first look
"level playing field" has been achieved, Priceline will allocate "second
through nth looks" in its sole discretion; provided, however, that
Priceline will not agree to provide any |Participating Carrier which has a
"level playing field" in the first look allocation system with an advantage
over the Airline in the second look allocation system; and provided
further, however, that Airline's contractual position with respect to
second looks shall be no less favorable than the contractual position of Delta.

IV.  Priceline Customer Service

     1.   Priceline will provide twenty-four hour customer support services
          to all Priceline customers through a toll-free number at the
          customer support center designated by Priceline from time to
          time. The customer support center will be adequately staffed with
          personnel trained to take Priceline Ticket requests by phone and
          respond to all customer inquiries for related service and

     2.   Priceline will use commercially reasonable efforts to ensure that
          its customer service representatives provide quality customer
          service and support to Priceline customers in a prompt, reliable
          and courteous manner.

     3.   Priceline will respond to Priceline customer questions and issues
          pertaining to special handling requirements for Priceline Tickets
          including processing any special customer handling requirements
          in respect of Priceline Tickets issued on Airline.

     4.   The ticket Restrictions will apply to all tickets issued through
          the Priceline Service on Airline. Airline may waive, at its own
          cost and expense, one or more of the Restrictions set forth in
          Paragraphs I.2 (a)-(f) pursuant to a direct arrangement made by
          Airline with the applicable customer holding a Priceline Ticket.
          On an exception basis where necessary or appropriate to address
          an escalating customer service issue of any individual customer,
          Priceline may refund the price of a Priceline Ticket applicable
          to such customer. At Airlines' request, Priceline shall provide
          Airline with a monthly report detailing the number and amount of
          refunded Priceline Tickets involving air transportation services
          on Airline. Priceline and Airline will jointly develop the
          guidelines upon which such exception refunds will be governed.

V.   Confidentiality

     1.   Priceline and Airline will each hold in confidence and, without
          the prior written consent of the other, will not reproduce,
          distribute, transmit, transfer or disclose, directly or
          indirectly, in any form, by any means or for any purpose, any
          Confidential Information of the other party. As used herein, the
          term "Confidential Information" shall mean this Agreement and its
          subject matter, and proprietary information that is provided to
          or obtained from one party to the other party including any
          information which derives economic value, actual or potential,
          from not being generally known to, and not generally
          ascertainable by proper means by, other persons, including the
          unpublished fares provided by Airline to Priceline pursuant to
          this Agreement. The recipient of Confidential Information may
          only disclose such information to its employees on a need-to-know

     2.   The obligations of a recipient party with respect to Confidential
          Information shall remain in effect during and after the term of
          this Agreement (including any renewals or extensions hereof) and
          for a period of one (1) year thereafter, except to the extent
          such data:

          (a)  is or becomes generally available to the public other than
               as a result of a disclosure by the recipient, or its
               directors, officers, employees, agents or advisors;

          (b)  becomes available to the recipient on a non-confidential
               basis from a source other than the disclosing party or its
               affiliated companies, provided that such source is not bound
               by any confidentiality obligations to the disclosing party
               or its affiliated companies (as applicable);

          (c)  is necessary to comply with applicable law or the order or
               other legal process of any court, governmental or similar
               authority having jurisdiction over the recipient. Both
               parties hereto acknowledges that the other party may be
               required to file this Agreement with the Securities and
               Exchange Commission ("SEC"), as required by federal
               securities laws, and that such filing shall not be deemed a
               violation of the provisions of this Article V; provided,
               that either party may request confidential treatment of
               provisions of this Agreement; or

          (d)  was in the possession of the recipient party prior to the
               date of disclosure by the other party, as shown by written
               records of the recipient party; provided, however, that both
               parties acknowledge and confirm that they began exchanging
               data on April 1, 1998.

     3.   Except as otherwise specifically provided in Section 2(c) of this
          Paragraph V with respect to either party's filing requirements
          with the SEC, in the event that the recipient becomes legally
          compelled to disclose any of such Confidential Information by any
          governmental body or court, recipient will provide the disclosing
          party with prompt notice so that the disclosing party may seek a
          protective order or other appropriate remedy and/or waive
          compliance (in writing) with the provisions hereof. In the event
          that such protective order or other remedy is not obtained, or
          the disclosing party waives (in writing) compliance with the
          provisions hereof, recipient will furnish only that portion of
          such Confidential Material which is legally required and will
          exercise its reasonable business efforts to obtain appropriate
          assurance that confidential treatment will be accorded such
          Confidential Information

     4.   The recipient of Confidential Information will exercise
          reasonable commercial care in protecting the confidentiality of
          the other party's Confidential Information.

     5.   Priceline will not disclose (including, without limitation, by
          sale) to any third party information obtained through the
          Priceline Service or otherwise concerning a customer who has
          acquired a ticket on Airline using the Priceline Service.

     6.   Nothing contained herein shall be construed to prevent Airline
          from competing, directly or indirectly, with Priceline. Priceline
          shall not provide any Confidential Information to Airline that
          would in any way prohibit or inhibit such competition.

     7.   Priceline will not identify Airline's participation in the
          Priceline Service until a customer is booked and confirmed for
          ticketing. Furthermore, Priceline will not, in any media
          (including its Internet site), indicate that Airline is
          participating or has participated in the Priceline Service except
          to indicate that as a consumer proposition, a Priceline customer
          must accept a routing on one of the major U.S. full service
          airlines or, in the case of international travel, other airline
          carriers available through the Priceline Service. Except as set
          forth above, Priceline will not disclose Airline's participating
          in the Priceline Service without Airline's prior consent. Airline
          will not disclose its participation in the Priceline Service
          without Priceline's prior consent. Notwithstanding the forgoing,
          Priceline may identify Airline as one of its Participating
          Carriers in its public filings with the SEC.

VI.   Proprietary Marks

      During the term of this Agreement neither Priceline nor Airline shall
      use the other party's trademarks, trade names, service marks, logos,
      emblems, symbols or other brand identifiers in advertising or
      marketing materials, unless it has obtained the prior written
      approval of the other party. The consent required by this Paragraph
      VI shall extend to the content of the specific advertising or
      marketing items as well as the placement and prominence of the
      applicable trademark, trade name, service mark, logo, emblem, symbol
      or other brand identifier of the other party. Priceline or Airline,
      as applicable, shall cause the withholding, discontinuance, recall or
      cancellation, as appropriate, of any advertising or promotional
      material not approved in writing by the other party, that differs
      significantly from that approved by the other party, or that is put to
     a use or used in a media not approved by the other party.

VII.  Reporting

      Priceline will provide monthly reports in a format designated by
      Airline summarizing (i) information concerning each ticket issued by
      Priceline on Airline; (ii) aggregate information (i.e. non airline
      specific) for all tickets issued by Priceline in each O&D that
      Airline participates; and (iii) aggregate information for all
      Priceline offers from customers not ticketed in each O&D that Airline

      Priceline will provide to Airline an annual statement by Priceline's
      independent accounting firm or other qualified third-party concerning
      Priceline's compliance with the ticket allocation methodology
      specified in Paragraph III and all reporting obligations required by
      this Agreement.

      Airline may, upon reasonable notice to Priceline and during normal
      business hours, audit the financial books and records of Priceline
      and the information specified in Paragraphs VII 1 and 2. Any such
      audit shall be at the sole cost and expense of Airline and shall be
      conducted in a manner that does not unduly disrupt or interfere with
      the normal business operations of Priceline.

VIII. Term of Agreement

      1.  Subject to the provisions of this Paragraph VIII, this Agreement
          will commence on the date set forth on the first page of this
          Agreement (the "Commencement Date") and will continue for a
          period of five (5) years thereafter. Notwithstanding the
          foregoing, (i) Airline may terminate this Agreement with or
          without cause on 30 days' prior written notice to Priceline, and
          (ii) Priceline may terminate this Agreement on 30 day's prior
          written notice to Airline if, at any time, Airline voluntarily
          participates in another name-your-price airline ticket service
          other than the Company's and its affiliates' airline ticket
          services or makes any public disparaging statements regarding
          Priceline or its services.

      2.  The obligations of the parties under Paragraph V of this
          Agreement shall survive for the period specified in Section 2 of
          Paragraph V, and the obligations of the parties under Paragraph
          IX of this Agreement shall indefinitely survive the termination
          of this Agreement.

      3.  In the event of written notice of termination of this Agreement
          in accordance with the terms of this Paragraph VIII, all
          Priceline Tickets issued on Airline prior to the effective date
          of termination specified in such notice will be honored by
          Airline under the terms of this Agreement.

IX.   Indemnification

      1.  Priceline will indemnify, defend and hold harmless Airline, its
          officers, directors, employees and agents, from and against all
          damages, losses and causes of action including, without
          limitation, damage to property or bodily injury, to the extent
          caused by Priceline's breach of this Agreement or the ARC Agent
          Reporting Agreement, or by the negligence or willful acts or
          omissions of Priceline or any of its employees or agents.
          Additionally, Priceline will indemnify, defend and hold harmless
          Airline, its officers, directors, employees and agents from and
          against all liabilities for federal transportation tax (including
          interest and penalties), if any, payable on amounts collected by
          Priceline on tickets issued for travel on Airline in excess of
          amounts paid by Priceline to Airline in respect to such tickets.

      2.  Airline will indemnify, defend and hold harmless Priceline and
          its officers, directors, employees and agents from and against
          all damages, losses and causes of action including, without
          limitation, damage to property or bodily injury, to the extent
          caused by Airline's breach of this Agreement or by the negligence
          or willful acts or omissions of Airline or any of its employees
          or agents.

X.    No Exclusivity

      The relationship by and between Airline and Priceline as set forth in
      this Agreement shall be non-exclusive. As such, Airline may
      participate in other programs similar to the Priceline Service or in
      any line of business.

XI.   Representations and Warranties

      1.  Priceline represents and warrants to Airline that (i) Priceline
          has obtained all consents and approvals necessary for Priceline
          to execute and deliver this Agreement and to perform its
          obligations hereunder, (ii) Priceline's execution and delivery of
          this Agreement and its performance of its obligations hereunder
          does not violate any provision of its charter or bylaws or any
          agreement to which Priceline is a party or is bound, and (iii)
          Airline's participation in the Priceline Service will not be
          restricted as to any O&D serviced through the Priceline Service
          other than restrictions, if any, imposed by Airline or regulators
          to which Airline is subject.

      2.  Airline represents and warrants to Priceline that (i) Airline has
          obtained all consents and approvals necessary for Airline to
          execute and deliver this Agreement and to perform its obligations
          hereunder and (ii) Airline's execution and delivery of this
          Agreement and its performance of its obligations hereunder does
          not violate any provision of its charter or bylaws or any
          agreement to which Airline is a party or is bound.

XII.  General Provisions

      1.    No waiver or breach of any of the provisions of this Agreement
            shall be construed as a waiver of any other breach of the same
            or any other

      2.   If any paragraph, sentence or clause of this Agreement shall be
           adjudged illegal, invalid or unenforceable, such illegality,
           invalidity or unenforceability shall not affect the legality,
           validity or enforceability of this Agreement as a whole or of any
           paragraph, sentence or clause hereof not so adjudged.

     3.    Any notice required or permitted hereunder shall be deemed
           sufficient if given in writing and delivered personally, by
           facsimile transmission, by reputable overnight courier service or
           United States mail, postage prepaid return receipt requested, to
           the addresses shown below or to such other addresses as are
           specified by similar notice, and shall be deemed received upon
           personal delivery, upon confirmed facsimile receipt, two (2) days
           following deposit with such courier service, or three (3) days
           from deposit in the United States mails, in each case as herein

           If to Priceline:                     If to Airline:

  Incorporated           United Air Lines, Inc.
           Five High Ridge Park                 1200 East Algonquin Road
           Stamford, CT 06905                   Elk Grove Township, IL  60007

           Attention: Paul Francis              Attention: Scott Praven
            Chief Financial Officer             Vice President - Revenue

           Phone: (203)-705-3000                Phone: 847-700-5051
           Fax:     (203)-595-8344              Fax:   847-700-2534

           With a copy to:                      With a copy to:

  Incorporated           United Air Lines, Inc.
           Five High Ridge Park                 1200 East Algonquin Road
           Stamford, CT 06905                   Elk Grove Township, IL  60007

           Attention: Timothy G.                Attention:  Fran Maher
           Brier                                General Counsel
           Phone: (203)-705-3000                Phone:      847-700-6250
           Fax:   (203)-595-8343                Fax:  847-700-4683

            A party may change its address and the name of its designated
            recipient of copies of notices for purposes of this Agreement
            by giving the other parties written notice of the new name and
            the address, phone and facsimile number of its designated
            recipient in accordance with this Paragraph XII(3).

      4.    This Agreement supersedes and replaces all previous understandings
            or agreement, whether oral or in any written form, with respect to
            the subject matter addressed herein. The captions in this
            Agreement are for convenience only and do not alter any terms of
            this Agreement.

      5.    This Agreement may be amended or modified only by a written
            amendment executed by the parties.

      6.    The formation, construction, performance and validity of
            this Agreement shall be governed by the internal laws of the
            State of New York. Each party agrees that any civil suit or
            action brought against it as a result of any of its
            obligations under this Agreement may be brought against it
            either in the state or federal courts of the principal place
            of business of either party, and each party hereby
            irrevocably submits to the jurisdiction of such courts and
            irrevocably waives, to the fullest extent permitted by law,
            any objections that it may now or hereafter have to the
            laying of the venue of such civil suit or action and any
            claim that such civil suit or action has been brought in an
            inconvenient forum, and each party further agrees that final
            judgment in any such civil suit or action shall be
            conclusive and binding upon it and shall be enforceable
            against it by suit upon such judgment in any court of
            competent jurisdiction.

       7.   This Agreement may be executed in counterparts, each of
            which shall be deemed an original, and together, shall
            constitute one and the same instrument. Execution may be
            effected by delivery of facsimiles of signature pages (and
            the parties shall follow such delivery by prompt delivery of
            originals of such pages).

       8.   No party will in any manner or by any device, either
            directly or indirectly, act in violation of any applicable
            law, governmental order or regulation, including, but not
            limited to, those concerning advertisement of air
            transportation services. Priceline shall comply at all times
            with the provisions of Airline's tariffs (except where such
            tariffs are specifically amended by Airline under the terms
            of this Agreement) and the terms of the ARC Agent Reporting
            Agreement and any addenda thereto.

       9.   Priceline agrees to notify Airline promptly, in writing, in
            the event there is a change of control in the ownership of
            Priceline. For purposes of this Agreement, a "change of
            control" means (i) the acquisition by any other person or
            group (within the meaning of Section 13(d)(3) of the
            Securities Exchange Act (except an employee group of such
            party, any of its subsidiaries or a holding company of such
            party)), of the beneficial ownership of securities
            representing 20% or more of the combined voting power of the
            securities entitled to vote generally in the election of the
            board of directors of the applicable party, or (ii) the
            sale, mortgage, lease or other transfer of assets or earning
            power constituting more than 50% of the assets or earning
            power of such party (other than ordinary course financing);
            provided that in no event shall a "change of control" be
            defined to include (i) an initial public offering of shares
            of the party's capital stock, (ii) the formation by a party
            of a holding company, or (iii) an intra-corporate
            transaction with a company under common control with a

      10.   No party hereto shall assign or transfer or permit the
            assignment or transfer of this Agreement without the prior
            written consent of the other party.

      11.   This Agreement shall not be deemed to create any partnership
            or joint venture between Airline and Priceline, or to create
            any rights in favor of any person or entity other than the
            parties hereto. This Agreement is for the sole benefit of
            the parties and nothing herein expressed or implied shall
            give or be construed to give any other person any legal or
            equitable rights hereunder



       14.  Each party has participated in the negotiation and drafting
            of this Agreement. In the event any ambiguity or question of
            intent or interpretation arises, this Agreement shall be
            construed as if drafted jointly by the parties, and no
            presumption or burden of proof shall arise favoring or
            disfavoring any party by virtue of the authorship of any of
            the provisions of this Agreement.

                         [SIGNATURE PAGE TO FOLLOW]

     IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date indicated above.


By:_____________________________     By:____________________________
   Name:                                Name:
   Title:                               Title:

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