December 29, 2000
XxxxxxXxx.xxx Inc.
000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxx 00000.
Attn.: Xxxxxxx Xxxxxx
Chief Executive Officer
Re: Exclusivity Agreement
Dear Xxxx:
Over the last few weeks we have discussed the possibility of Hotel
Reservations Network, Inc. ("HRN") acquiring XxxxxxXxx.xxx, Inc. ("TravelNow").
I think it is clear that the discussions have reached the point that we should
now devote ourselves to working on a definitive agreement to find out whether or
not a transaction can be structured on price and terms that are acceptable to
both parties. To that end, we are prepared to pursue that determination on an
expedited schedule, provided that TravelNow is of a like mind. Before committing
the substantial resources necessary to pursue this transaction on the schedule
proposed, HRN would like to be sure that your interest in a transaction with HRN
is at a serious and high level and that TravelNow is willing, for a very brief
period of time, to devote itself exclusively to attempting to reach an agreement
with HRN. Accordingly, we ask that TravelNow covenant and agree that during the
period extending from 8:15 p.m. Central Standard Time on December 29, 2000 (the
"Commencement Time") through 11:59 p.m. Central Standard Time on January 2, 2001
(the "Termination Time"), TravelNow will not, either directly or indirectly,
through any of its employees, officers, directors, investment bankers or other
agents, solicit, encourage, negotiate, discuss or enter into, any discussions,
negotiations, agreements or understandings with any party other than HRN to sell
all or any substantial portion of TravelNow's assets or stock (by merger or
otherwise) to any person or entity or provide any party with information about
TravelNow for the purpose of considering any such transaction. TravelNow further
agrees that if, during the period extending from the Commencement Time to the
Termination Time, it receives any unsolicited proposals or indications of
interest from any other party, it will promptly so advise HRN of such proposal;
provided, however, that if TravelNow is prohibited pursuant to the terms of any
pre-existing agreement to which it is a party from disclosing such information,
then TravelNow shall only be required to disclose to HRN that an offer has been
received and whether such offer is superior to the existing offer of HRN.
Assuming that this is agreeable to TravelNow, please so indicate by signing
below and returning this letter to me.
Very truly yours,
HOTEL RESERVATIONS NETWORK, INC.
By:
ACCEPTED and AGREED to by Travel Now, Inc.
this 29th day of December, 2000
XXXXXXXXX.XXX INC.
By: /s/ Xxxx Xxxxxx
