CREDIT AGREEMENT dated as of September 26, 2007 among PRICELINE.COM INCORPORATED The Lenders Party Hereto RBS CITIZENS, NATIONAL ASSOCIATION and BANK OF SCOTLAND plc as Co-Documentation Agents BANK OF AMERICA, N.A. as Syndication Agent and JPMORGAN...Credit Agreement • November 9th, 2007 • Priceline Com Inc • Services-business services, nec • New York
CREDIT AGREEMENT (this “Agreement”) dated as of September 26, 2007 among PRICELINE.COM INCORPORATED (the “Borrower”), the LENDERS from time to time party hereto, RBS CITIZENS, NATIONAL ASSOCIATION and BANK OF SCOTLAND plc, as Co-Documentation Agents, BANK OF AMERICA, N.A., as Syndication Agent and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
GUARANTYGuaranty • November 9th, 2007 • Priceline Com Inc • Services-business services, nec • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of September 26, 2007 by each of the Subsidiaries of priceline.com Incorporated (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”), for the benefit of the Holders of Secured Obligations under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 9th, 2007 • Priceline Com Inc • Services-business services, nec • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of September 26, 2007 by and among PRICELINE.COM INCORPORATED, a Delaware corporation (the “Borrower”) and the other Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed which become parties to this Security Agreement by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”).
