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EXHIBIT 15
November 17, 1999
Delta Air Lines, Inc.
X.X. Xxx 00000
Xxxxxxx, Xxxxxxx 00000-0000
Dear Sirs and Madams:
Each of the undersigned understands that Delta Air Lines, Inc. ("Delta") and
xxxxxxxxx.xxx Incorporated ("Priceline") propose to enter into a Master
Agreement (the "Master Agreement") whereby Delta and Priceline will amend
certain terms and provisions of that certain General Agreement and
Participating Airline Agreement by and between Delta and Priceline dated August
31, 1998, as amended on December 31, 1998 and July 16, 1999 (the "General
Agreement").
To induce Delta to execute and enter into the Master Agreement each of the
undersigned hereby agrees, severally and not jointly, that, without the prior
written consent of Delta, he or it will not, during the period commencing on
the date hereof and ending on the earlier of February 7, 2000 or Delta having
sold 8,440,067 shares (the "Market Sale Shares") of Priceline Common Stock held
by Delta (the "Release Date"), (1) offer, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or
dispose of, directly or indirectly, shares of common stock of Priceline (the
"Common Stock") or any securities convertible into or exercisable or
exchangeable for Common Stock or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise; provided, however, that
nothing in this letter shall (x) prevent any of the undersigned from pledging
shares of Common Stock to a third party lender (including registration of such
shares in the name of such lender for the purpose of perfecting a security
interest) as collateral to secure a loan on terms under which such third party
lender is not restricted from selling or otherwise disposing of such shares
upon the exercise of its rights to such collateral under the loan and so long
as on the date of the loan, the market price per share of the Common Stock
multiplied by the aggregate number of shares of Common Stock so pledged is
equal to or exceeds the product of three multiplied by the amount of the loan
or (y) prevent Xxx X. Xxxxxx ("Xxxxxx") from transferring shares of Common
Stock to any of Xx. Xxxxxxx X. Xxxxxxxx, The Xxxx Creek Trust, Ms. Bernee X. X.
Xxxxx, Xx. Xxxxx X. Xxxxxxxxx or
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Delta Air Lines, Inc.
November 17, 1999
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Xx. Xxxx Xxxxxxxxxxx (or their assignees), pursuant to the exercise by such
party of existing options to purchase shares of Common Stock owned by the
undersigned. In addition, each of the undersigned agrees that, without the
prior written consent of Delta, he or it will not, during the period commencing
on the date hereof and ending on the Release Date, make any demand for or
exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for
Common Stock.
The foregoing provisions shall not apply to the sale or other transfer of shares
of Common Stock by each of the undersigned to any associate (as such term is
defined in rule 12B-2 of the Securities Exchange Act of 1934) of the respective
undersigned; provided that, prior to any such sale or other transfer of shares
of Common Stock, any such associated transferee agrees in writing to the
restrictions on transfer set forth herein.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
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Delta Air Lines, Inc.
November 17, 1999
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Very truly yours,
/s/ XXX X. XXXXXX
Xxxxxx Digital Corporation -----------------------------
Xxx X. Xxxxxx
By: /s/ XXX X. XXXXXX
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/s/ XXXXXXX X. XXXXXXXX
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Name: Xxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx
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Title: Vice Chairman
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/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
/s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
