Exhibit 10.3


EXECUTION COPY


GUARANTY


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.


W  I  T  N  E  S  S  E  T
H :


WHEREAS, the Borrower, the
financial institutions party thereto (collectively, the “Lenders”), and
the Administrative Agent have entered into that certain Credit Agreement of
even date herewith (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), which
Credit Agreement provides, subject to the terms and conditions thereof, for
extensions of credit and other financial accommodations to be made by the
Lenders to or for the benefit of the Borrower;


WHEREAS, it is a condition
precedent to the extensions of credit by the Lenders under the Credit Agreement
that each of the Guarantors (constituting all of the Subsidiaries of the
Borrower required to execute this Guaranty pursuant to Section 5.09 of
the Credit Agreement) execute and deliver this Guaranty, whereby each of the
Guarantors, without limitation and with full recourse, shall guarantee the
payment when due of all Secured Obligations, including, without limitation, all
principal, interest, letter of credit reimbursement obligations and other
amounts that shall be at any time payable by the Borrower under the Credit
Agreement or the other Loan Documents; and


WHEREAS, in consideration of
the direct and indirect financial and other support and benefits that the
Borrower has provided, and such direct and indirect financial and other support
and benefits as the Borrower may in the future provide, to the Guarantors, and
in consideration of the increased ability of each Guarantor that is a
Subsidiary of the Borrower to receive funds through contributions to capital,
and for each Guarantor to receive funds through intercompany advances or
otherwise, from funds provided to the Borrower pursuant to the Credit Agreement
and the flexibility provided by the Credit Agreement for each Guarantor to do
so which significantly facilitates the business operations of the Borrower and
each Guarantor and in order to induce the Lenders and the Administrative Agent
to enter into the Credit Agreement, and to make the Loans and the other
financial accommodations to the Borrower and to issue the Letters of Credit
described in the Credit Agreement, each of the Guarantors is willing to
guarantee the Secured Obligations under the Credit Agreement and the other Loan
Documents;


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


SECTION 1.           Representations,
Warranties and Covenants.  Each
of the Guarantors represents and warrants to each Lender and the Administrative
Agent as of the date of this Guaranty, giving effect to 


 


 

















the
consummation of the transactions contemplated by the Loan Documents on the
Effective Date, and thereafter on each date as required by Section 4.02
of the Credit Agreement that:


(a)           It (i) is a corporation, partnership
or limited liability company duly incorporated or organized, as the case may
be, validly existing and in good standing under the laws of its jurisdiction of
incorporation or organization, (ii) is duly qualified to do business as a
foreign entity and is in good standing (to the extent such concept is
applicable) under the laws of each jurisdiction where the business conducted by
it makes such qualification necessary, and (iii) has all requisite corporate,
partnership or limited liability company power and authority, as the case may
be, to own, operate and encumber its property and to conduct its business in
each jurisdiction in which its business is conducted or proposed to be conducted,
except to the extent failure to do so could not reasonably be expected to
result in a Material Adverse Effect.


(b)           It has the requisite corporate,
limited liability company or partnership, as applicable, power and authority
and legal right to execute and deliver this Guaranty and to perform its
obligations hereunder.  The execution and
delivery by it of this Guaranty and the performance by each of its obligations
hereunder have been duly authorized by proper corporate, limited liability
company or partnership proceedings, including any required shareholder, member
or partner approval, and this Guaranty constitutes a legal, valid and binding
obligation of such Guarantor, enforceable against such Guarantor, in accordance
with its terms, except as enforceability may be limited by (i) bankruptcy,
insolvency, fraudulent conveyances, reorganization or similar laws relating to
or affecting the enforcement of creditors’ rights generally, (ii) general
equitable principles (whether considered in a proceeding in equity or at law),
and (iii) requirements of reasonableness, good faith and fair dealing.


(c)           Neither the execution and delivery by
it of this Guaranty, nor the consummation by it of the transactions herein
contemplated, nor compliance by it with the terms and provisions hereof, will
(i) conflict with the charter or other organizational documents of such
Guarantor, (ii) conflict with, result in a breach of or constitute (with or
without notice or lapse of time or both) a default under any law, rule, regulation,
order, writ, judgment, injunction, decree or award (including, without
limitation, any environmental property transfer laws or regulations) applicable
to such Guarantor or any provisions of any indenture, instrument or agreement
to which such Guarantor or any of such Guarantor’s Subsidiaries is party or is
subject or by which it or its property is bound or affected, or require
termination of any such indenture, instrument or agreement, (iii) result in the
creation or imposition of any Lien whatsoever upon any of the property or
assets of such Guarantor, other than Liens permitted or created by the Loan
Documents, or (iv) require any approval of such Guarantor’s board of directors,
shareholders, members, partners or unitholders except such as have been
obtained.  The execution, delivery and
performance by such Guarantor of each of the Loan Documents to which such
Guarantor is a party do not and will not require any registration with, consent
or approval of, or notice to, or other action to, with or by any Governmental
Authority, including under any environmental property transfer act or
environmental laws or regulations, except filings, consents or notices which
have been made.


                In addition to the foregoing, each of the Guarantors
covenants that, so long as any Lender has any Commitment or Letter of Credit
outstanding under the Credit Agreement or any amount payable under the Credit
Agreement or any other Secured Obligations shall remain unpaid, it will, and,
if necessary, will cause the Borrower to, fully comply with those covenants and
agreements of the Borrower applicable to such Guarantor set forth in the Credit
Agreement.


SECTION 2.           The Guaranty.  Each of the Guarantors hereby unconditionally
guarantees, jointly and severally with the other Guarantors, the full and
punctual payment and performance when due (whether at stated maturity, upon
acceleration or otherwise) of the Secured Obligations, including, without
limitation, (i) the principal of and interest on each Loan made to the Borrower
pursuant to the


 


 


2

















 


Credit
Agreement, (ii) obligations owing under or in connection with Letters of
Credit, (iii) all other amounts payable by the Borrower under the Credit
Agreement and the other Loan Documents, and including, without limitation, all
Swap Obligations and Banking Services Obligations, and (iv) the punctual and
faithful performance, keeping, observance, and fulfillment by the Borrower of
all of the agreements, conditions, covenants, and obligations of the Borrower
contained in the Loan Documents (all of the foregoing being referred to
collectively as the “Guaranteed Obligations”).  Upon the failure by the Borrower, or any of
its Affiliates, as applicable, to pay punctually any such amount or perform such
obligation, subject to any applicable grace or notice and cure period, each of
the Guarantors agrees that it shall forthwith on demand pay such amount or
perform such obligation at the place and in the manner specified in the Credit
Agreement or the relevant other Loan Document, as the case may be.  Each of the Guarantors hereby agrees that
this Guaranty is an absolute, irrevocable and unconditional guaranty of payment
and is not a guaranty of collection.


SECTION 3.           Guaranty
Unconditional.  The
obligations of each of the Guarantors hereunder shall be unconditional and
absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:


(i)            any
extension, renewal, settlement, indulgence, compromise, waiver or release of or
with respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto, or with respect to any obligation of any other guarantor of
any of the Guaranteed Obligations, whether (in any such case) by operation of
law or otherwise, or any failure or omission to enforce any right, power or
remedy with respect to the Guaranteed Obligations or any part thereof or any
agreement relating thereto, or with respect to any obligation of any other
guarantor of any of the Guaranteed Obligations;


(ii)           any
modification or amendment of or supplement to the Credit Agreement, any Swap
Agreement, any Banking Services Agreement or any other Loan Document,
including, without limitation, any such amendment which may increase the amount
of, or the interest rates applicable to, any of the Guaranteed Obligations
guaranteed hereby;


(iii)          any
release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, of any collateral securing the
Guaranteed Obligations or any part thereof, any other guaranties with respect
to the Guaranteed Obligations or any part thereof, or any other obligation of
any person or entity with respect to the Guaranteed Obligations or any part
thereof, or any nonperfection or invalidity of any direct or indirect security
for the Guaranteed Obligations;


(iv)          any
change in the corporate, partnership, limited liability company or other
existence, structure or ownership of the Borrower or any other guarantor of any
of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or
other similar proceeding affecting the Borrower or any other guarantor of the
Guaranteed Obligations, or any of their respective assets or any resulting
release or discharge of any obligation of the Borrower or any other guarantor
of any of the Guaranteed Obligations;


(v)           the
existence of any claim, setoff or other rights which the Guarantors may have at
any time against the Borrower, any other guarantor of any of the Guaranteed
Obligations, the Administrative Agent, any Holder of Secured Obligations or any
other Person, whether in connection herewith or in connection with any
unrelated transactions, provided that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory counterclaim;


 


3

















(vi)          the
enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto
or with respect to any collateral securing the Guaranteed Obligations or any
part thereof, or any other invalidity or unenforceability relating to or
against the Borrower or any other guarantor of any of the Guaranteed
Obligations, for any reason related to the Credit Agreement, any Swap
Agreement, any Banking Services Agreement or any other Loan Document, or any
provision of applicable law, decree, order or regulation purporting to prohibit
the payment by the Borrower or any other guarantor of the Guaranteed Obligations,
of any of the Guaranteed Obligations or otherwise affecting any term of any of
the Guaranteed Obligations;


(vii)         the
failure of the Administrative Agent to take any steps to perfect and maintain
any security interest in, or to preserve any rights to, any security or
collateral for the Guaranteed Obligations, if any;


(viii)        the
election by, or on behalf of, any one or more of the Holders of Secured
Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the
United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy
Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;


(ix)           any
borrowing or grant of a security interest by the Borrower, as
debtor-in-possession, under Section 364 of the Bankruptcy Code;


(x)            the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion
of the claims of the Holders of Secured Obligations or the Administrative Agent
for repayment of all or any part of the Guaranteed Obligations;


(xi)           the
failure of any other guarantor to sign or become party to this Guaranty or any
amendment, change, or reaffirmation hereof; or


(xii)          any
other act or omission to act or delay of any kind by the Borrower, any other
guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder
of Secured Obligations or any other Person or any other circumstance whatsoever
which might, but for the provisions of this Section 3, constitute a
legal or equitable discharge of any Guarantor’s obligations hereunder.


SECTION 4.           Discharge Only
Upon Payment In Full; Reinstatement In Certain Circumstances.  Each of the Guarantors’ obligations hereunder
shall remain in full force and effect until all Guaranteed Obligations shall
have been paid in full in cash (other than Unliquidated Obligations that have
not yet arisen) and the Commitments and all Letters of Credit issued under the
Credit Agreement shall have terminated or expired or, in the case of all
Letters of Credit, are fully collateralized on terms reasonably acceptable to
the Administrative Agent, at which time, subject to all the foregoing
conditions, the guarantees made hereunder shall be terminated.  If at any time any payment of the principal
of or interest on any Loan, Secured Obligation or any other amount payable by
the Borrower or any other party under the Credit Agreement, any Swap Agreement,
any Banking Services Agreement or any other Loan Document is rescinded or must
be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, each of the Guarantors’
obligations hereunder with respect to such payment shall be reinstated as
though such payment had been due but not made at such time.  The parties hereto acknowledge and agree that
each of the Guaranteed Obligations shall be due and payable in the same
currency as such Guaranteed Obligation is denominated, but if currency control
or exchange regulations are imposed in the country which issues such currency
with the result that such currency (the “Original Currency”) no longer
exists or the relevant Guarantor is not able to make payment in such 


 


 


4

















Original
Currency, then all payments to be made by such Guarantor hereunder in such
currency shall instead be made when due in Dollars in an amount equal to the
Dollar Amount (as of the date of payment) of such payment due, it being the
intention of the parties hereto that each Guarantor takes all risks of the
imposition of any such currency control or exchange regulations.


SECTION
5.           General
Waivers; Additional Waivers.


(a)           General Waivers. 
Each of the Guarantors irrevocably waives acceptance hereof,
presentment, demand or action on delinquency, protest, the benefit of any
statutes of limitations and, to the fullest extent permitted by law, any notice
not provided for herein or under the other Loan Documents, as well as any
requirement that at any time any action be taken by any Person against the
Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.


(b)           Additional Waivers. 
Notwithstanding anything herein to the contrary, each of the Guarantors
hereby absolutely, unconditionally, knowingly, and expressly waives, to the
fullest extent permitted by law:


(i)            any
right it may have to revoke this Guaranty as to future indebtedness or notice
of acceptance hereof;


(ii)           (1)
notice of acceptance hereof; (2) notice of any Loans, Letters of Credit or
other financial accommodations made or extended under the Loan Documents or the
creation or existence of any Guaranteed Obligations; (3) notice of the
amount of the Guaranteed Obligations, subject, however, to each Guarantor’s
right to make inquiry of the Administrative Agent and the Holders of Secured
Obligations to ascertain the amount of the Guaranteed Obligations at any
reasonable time; (4) notice of any adverse change in the financial
condition of the Borrower or of any other fact that might increase such
Guarantor’s risk hereunder; (5) notice of presentment for payment, demand,
protest, and notice thereof as to any instruments among the Loan Documents;
(6) notice of any Default or Event of Default; and (7) all other
notices (except if such notice is specifically required to be given to such
Guarantor hereunder or under the Loan Documents) and demands to which each
Guarantor might otherwise be entitled;


(iii)          its
right, if any, to require the Administrative Agent and the other Holders of
Secured Obligations to institute suit against, or to exhaust any rights and
remedies which the Administrative Agent and the other Holders of Secured
Obligations has or may have against, the other Guarantors or any third party,
or against any Collateral provided by the other Guarantors, or any third party;
and each Guarantor further waives any defense arising by reason of any disability
or other defense (other than the defense that the Guaranteed Obligations shall
have been fully and finally performed and indefeasibly paid in full in cash) of
the other Guarantors or by reason of the cessation from any cause whatsoever of
the liability of the other Guarantors in respect thereof;


(iv)          (a)
any rights to assert against the Administrative Agent and the other Holders of
Secured Obligations any defense (legal or equitable), set-off, counterclaim, or
claim which such Guarantor may now or at any time hereafter have against the
other Guarantors or any other party liable to the Administrative Agent and the
other Holders of Secured Obligations; (b) any defense, set-off, counterclaim,
or claim, of any kind or nature, arising directly or indirectly from the
present or future lack of perfection, sufficiency, validity, or enforceability
of the Guaranteed Obligations or any security therefor; (c) any defense such
Guarantor has to performance hereunder, and any right such Guarantor has to be
exonerated, arising by reason of:  (1)
the impairment or suspension of the Administrative Agent’s and the other
Holders of Secured Obligations’ rights or remedies against the other guarantor
of the Guaranteed Obligations; (2) the 


 


 


5

















alteration
by the Administrative Agent and the other Holders of Secured Obligations of the
Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations
to the Administrative Agent and the other Holders of Secured Obligations by
operation of law as a result of the Administrative Agent’s and the other
Holders of Secured Obligations’ intervention or omission; or (4) the acceptance
by the Administrative Agent and the other Holders of Secured Obligations of
anything in partial satisfaction of the Guaranteed Obligations; and (d) the
benefit of any statute of limitations affecting such Guarantor’s liability
hereunder or the enforcement thereof, and any act which shall defer or delay
the operation of any statute of limitations applicable to the Guaranteed
Obligations shall similarly operate to defer or delay the operation of such
statute of limitations applicable to such Guarantor’s liability hereunder; and


(v)           any
defense arising by reason of or deriving from (a) any claim or defense based
upon an election of remedies by the Administrative Agent and the Holders of
Secured Obligations; or (b) any election by the Administrative Agent and the
other Holders of Secured Obligations under the Bankruptcy Code, to limit the
amount of, or any collateral securing, its claim against the Guarantors.


SECTION 6.           Subordination
of Subrogation.  Until the
Guaranteed Obligations have been fully and finally performed and indefeasibly
paid in full in cash (other than Unliquidated Obligations), the Guarantors (i)
shall have no right of subrogation with respect to such Guaranteed Obligations
and (ii) waive any right to enforce any remedy which the Issuing Bank, any of
the Holders of Secured Obligations or the Administrative Agent now have or may
hereafter have against the Borrower, any endorser or any guarantor of all or
any part of the Secured Obligations or any other Person, and until such time
the Guarantors waive any benefit of, and any right to participate in, any
security or collateral given to the Holders of Secured Obligations, the Issuing
Bank and the Administrative Agent to secure the payment or performance of all
or any part of the Guaranteed Obligations or any other liability of the
Borrower to the Holders of Secured Obligations, the Issuing Bank or the
Administrative Agent.  Should any
Guarantor have the right, notwithstanding the foregoing, to exercise its
subrogation rights, each Guarantor hereby expressly and irrevocably (A)
subordinates any and all rights at law or in equity to subrogation, reimbursement,
exoneration, contribution, indemnification or set off that such Guarantor may
have to the payment in full in cash of the Guaranteed Obligations until the
Guaranteed Obligations are indefeasibly paid in full in cash (other than
Unliquidated Obligations) and (B) waives any and all defenses available to a
surety, guarantor or accommodation co-obligor until the Guaranteed Obligations
are indefeasibly paid in full in cash (other than Unliquidated Obligations that
have not yet arisen).  Each Guarantor acknowledges
and agrees that this subordination is intended to benefit the Administrative
Agent and the Holders of Secured Obligations and shall not limit or otherwise
affect such Guarantor’s liability hereunder or the enforceability of this
Guaranty, and that the Administrative Agent, the Holders of Secured Obligations
and their respective successors and assigns are intended third party
beneficiaries of the waivers and agreements set forth in this Section 6.


SECTION 7.           Contribution
with Respect to Guaranteed Obligations.


(a)           To the extent that any Guarantor
shall make a payment under this Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or
concurrently made by any other Guarantor, exceeds the amount which otherwise
would have been paid by or attributable to such Guarantor if each Guarantor had
paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment
in the same proportion as such Guarantor’s “Allocable Amount” (as defined
below) (as determined immediately prior to such Guarantor Payment) bore to the
aggregate Allocable Amounts of each of the Guarantors as determined immediately
prior to the making of such Guarantor Payment, then, following
indefeasible payment in full in cash of the Guarantor Payment and the
Guaranteed Obligations (other than Unliquidated Obligations that have not yet
arisen), and all Commitments and 


 


 


6

















 


Letters
of Credit have terminated or expired or, in the case of all Letters of Credit,
are fully collateralized on terms reasonably acceptable to the Administrative
Agent, and the Credit Agreement, the Swap Agreements and the Banking Services
Agreements have terminated, such Guarantor shall be entitled to receive contribution
and indemnification payments from, and be reimbursed by, each other Guarantor
for the amount of such excess, pro  rata based upon their
respective Allocable Amounts in effect immediately prior to such Guarantor
Payment.


(b)           As of any date of determination, the “Allocable
Amount” of any Guarantor shall be equal to the maximum amount of the claim
which could then be recovered from such Guarantor under this Guaranty without
rendering such claim voidable or avoidable under Section 548 of Chapter 11 of
the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
Act, Uniform Fraudulent Conveyance Act or similar statute or common law.


(c)           This Section 7 is intended
only to define the relative rights of the Guarantors, and nothing set forth in
this Section 7 is intended to or shall impair the obligations of the
Guarantors, jointly and severally, to pay any amounts as and when the same
shall become due and payable in accordance with the terms of this Guaranty.


(d)           The parties hereto acknowledge that
the rights of contribution and indemnification hereunder shall constitute
assets of the Guarantor or Guarantors to which such contribution and
indemnification is owing.


(e)           The rights of the indemnifying
Guarantors against other Guarantors under this Section 7 shall be
exercisable upon the full and indefeasible payment of the Guaranteed
Obligations in cash (other than Unliquidated Obligations that have not yet
arisen) and the termination or expiry (or in the case of all Letters of Credit
full collateralization), on terms reasonably acceptable to the Administrative
Agent, of the Commitments and all Letters of Credit issued under the Credit
Agreement and the termination of the Credit Agreement, the Swap Agreements and
the Banking Services Agreements.


SECTION 8.           Stay of
Acceleration.  If
acceleration of the time for payment of any amount payable by the Borrower
under the Credit Agreement, any counterparty to any Swap Agreement, any Banking
Services Agreement or any other Loan Document is stayed upon the insolvency,
bankruptcy or reorganization of the Borrower or any of its Affiliates, all such
amounts otherwise subject to acceleration under the terms of the Credit
Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan
Document shall nonetheless be payable by each of the Guarantors hereunder
forthwith on demand by the Administrative Agent.


SECTION 9.           Notices.  All notices, requests and other
communications to any party hereunder shall be given in the manner prescribed
in Section 9.01 of the Credit Agreement with respect to the
Administrative Agent at its notice address therein and, with respect to any
Guarantor, in the care of the Borrower at the address of the Borrower set forth
in the Credit Agreement, or such other address or telecopy number as such party
may hereafter specify for such purpose in accordance with the provisions of Section
9.01 of the Credit Agreement.


SECTION
10.         No Waivers.  No failure or delay by the Administrative
Agent or any Holder of Secured Obligations in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies provided in this
Guaranty, the Credit Agreement, any Swap Agreement, any Banking Services
Agreement and the other Loan Documents shall be cumulative and not exclusive of
any rights or remedies provided by law.


 


7

















SECTION
11.         Successors and Assigns.  This Guaranty is for the benefit of the
Administrative Agent and the Holders of Secured Obligations  and
their respective successors and permitted assigns, provided, that no
Guarantor shall have any right to assign its rights or obligations hereunder
without the consent of the Administrative Agent, and any such assignment in
violation of this Section 11 shall be null and void; and in the event of
an assignment of any amounts payable under the Credit Agreement, any Swap
Agreement, any Banking Services Agreement or the other Loan Documents in
accordance with the respective terms thereof, the rights hereunder, to the
extent applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This Guaranty shall be binding upon each of the Guarantors and
their respective successors and assigns.


SECTION
12.         Changes in Writing.  Other than in connection with the addition of
additional Subsidiaries, which become parties hereto by executing a Guaranty
Supplement hereto in the form attached as Annex I, neither this Guaranty
nor any provision hereof may be changed, waived, discharged or terminated
orally, but only in writing signed by each of the Guarantors and the
Administrative Agent with the consent of the Required Lenders under the Credit
Agreement.


SECTION 13.         Governing Law;
Jurisdiction.


(a)           THIS GUARANTY SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


(b)           Each Guarantor hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Guaranty or any other Loan Document, or for recognition or
enforcement of any judgment, and each Guarantor hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. 
Each Guarantor agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.  Nothing in this Guaranty or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing Bank
or any Lender may otherwise have to bring any action or proceeding relating to
this Guaranty or any other Loan Document against any Guarantor or its
properties in the courts of any jurisdiction.


(c)           Each Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Guaranty or any
other Loan Document in any court referred to in paragraph (b) of this Section.  Each Guarantor hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.


(d)           Each party to this Guaranty irrevocably consents to
service of process in the manner provided for notices in Section 9 of
this Guaranty, and each of the Guarantors hereby appoints the Borrower as its
agent for service of process.  Nothing in
this Guaranty or any other Loan Document will affect the right of any party to
this Guaranty to serve process in any other manner permitted by law.


SECTION 14.         WAIVER
OF JURY TRIAL.  EACH
GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN 


 


 


8

















DOCUMENT
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH GUARANTOR (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER GUARANTOR HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER GUARANTOR WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER GUARANTORS HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


SECTION 15.         No Strict
Construction.  The parties
hereto have participated jointly in the negotiation and drafting of this
Guaranty.  In the event an ambiguity or question
of intent or interpretation arises, this Guaranty shall be construed as if
drafted jointly by the parties hereto and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of
any provisions of this Guaranty.


SECTION 16.         Taxes, Expenses
of Enforcement, Etc.


(a)           Taxes.


(i)            All
payments by any Guarantor to or for the account of any Lender, the Issuing
Bank, the Administrative Agent or any other Holder of Secured Obligations
hereunder or under any promissory note or application for a Letter of Credit
shall be made free and clear of and without deduction for any and all
Taxes.  If any Guarantor shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender, the Issuing Bank, the Administrative Agent or any
other Holder of Secured Obligations, (a) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 16(a)) such
Lender, the Issuing Bank, the Administrative Agent or any other Holder of
Secured Obligations (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (b) such Guarantor shall
make such deductions, (c) such Guarantor shall pay the full amount deducted to
the relevant authority in accordance with applicable law and (d) such Guarantor
shall furnish to the Administrative Agent the original copy of a receipt
evidencing payment thereof within thirty (30) days after such payment is made.


(ii)           In
addition, the Guarantors hereby agree to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or under any promissory note
or application for a Letter of Credit or from the execution or delivery of, or
otherwise with respect to, this Guaranty or any promissory note or application
for a Letter of Credit (“Other Taxes”).


(iii)          The
Guarantors hereby agree to indemnify the Administrative Agent, the Issuing
Bank, each Lender and any other Holder of Secured Obligations for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed on amounts payable under this Section 16(a)) paid by
the Administrative Agent, the Issuing Bank, such Lender or such other Holder of
Secured Obligations and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto.  Payments due under this indemnification shall
be made within thirty (30) days of the date the Administrative Agent, the
Issuing Bank, such Lender or such other Holder of Secured Obligations makes
demand therefor.


(iv)          By
accepting the benefits hereof, each Foreign Lender agrees that it will comply
with Section 2.17(e) of the Credit Agreement.


 


9

















(b)           Expenses of Enforcement, Etc.  Subject to the terms of the Credit Agreement,
after the occurrence of an Event of Default the Lenders shall have the right at
any time to direct the Administrative Agent to commence enforcement proceedings
with respect to the Guaranteed Obligations. 
The Guarantors agree to reimburse the Administrative Agent and the
Holders of Secured Obligations for any costs and out-of-pocket
expenses (including reasonable attorneys’ fees and time charges of attorneys
for the Administrative Agent and the Holders of Secured Obligations, which
attorneys may be employees of the Administrative Agent or the Holders of Secured
Obligations) paid or incurred by the Administrative Agent or any Holders of
Secured Obligations in connection with the collection and enforcement of
amounts due under the Loan Documents, including, without limitation, this
Guaranty.  The Administrative Agent
agrees to distribute payments received from any of the Guarantors hereunder to
the Holders of Secured Obligations on a pro rata basis for application in
accordance with the terms of the Credit Agreement.


SECTION 17.         Setoff.  At any time after all or any part of the
Guaranteed Obligations have become due and payable (by acceleration or
otherwise), each Holder of Secured Obligations and the Administrative Agent
may, without notice to any Guarantor and regardless of the acceptance of any
security or collateral for the payment hereof, set off and apply toward the
payment of all or any part of the Guaranteed Obligations any and all deposits
(general or special, time or demand, provisional or final and in whatever
currency denominated at any time held) and other obligations at any time owing
by such Holder of Secured Obligations or the Administrative Agent or any of
their Affiliates to or for the credit or the account of any Guarantor against
any of and all the Guaranteed Obligations, irrespective of whether or not such
Holder of Secured Obligations or the Administrative Agent shall have made any
demand under this Guaranty and although such obligations may be unmatured.  The rights of each Holder of Secured
Obligations or the Administrative Agent under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Holder
of Secured Obligations or the Administrative Agent may have.


SECTION 18.         Financial
Information.  Each
Guarantor hereby assumes responsibility for keeping itself informed of the
financial condition of the Borrower, the other Guarantors and any and all
endorsers and/or other guarantors of all or any part of the Guaranteed
Obligations, and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligations, or any part thereof, that diligent inquiry would
reveal, and each Guarantor hereby agrees that none of the Holders of Secured
Obligations or the Administrative Agent shall have any duty to advise such
Guarantor of information known to any of them regarding such condition or any
such circumstances.  In the event any
Holder of Secured Obligations or the Administrative Agent, in its sole
discretion, undertakes at any time or from time to time to provide any such
information to a Guarantor, such Holder of Secured Obligations or the
Administrative Agent shall be under no obligation (i) to undertake any
investigation not a part of its regular business routine, (ii) to disclose any
information which such Holder of Secured Obligations or the Administrative
Agent, pursuant to accepted or reasonable commercial finance or banking
practices, wishes to maintain confidential or (iii) to make any other or future
disclosures of such information or any other information to such Guarantor.


SECTION 19.         Severability.  Wherever possible, each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.


SECTION 20.         Merger.  This Guaranty represents the final agreement
of each of the Guarantors with respect to the matters contained herein and may
not be contradicted by evidence of prior or 


 


 


10

















contemporaneous
agreements, or subsequent oral agreements, between each such Guarantor and any
Holder of Secured Obligations or the Administrative Agent.


SECTION 21.         Headings.  Section headings in this Guaranty are for
convenience of reference only and shall not govern the interpretation of any
provision of this Guaranty.


SECTION
22.         Judgment Currency.  for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from any Guarantor hereunder in the
currency expressed to be payable herein (the “Specified Currency”) into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the Specified Currency with such other currency at the Administrative
Agent’s main New York office on the Business Day preceding that on which final,
non-appealable judgment is given.  The
obligations of each Guarantor in respect of any sum due hereunder shall,
notwithstanding any judgment in a currency other than the Specified Currency,
be discharged only to the extent that on the Business Day following receipt by
any Holder of Secured Obligations (including the Administrative Agent), as the
case may be, of any sum adjudged to be so due in such other currency such
Holder of Secured Obligations (including the Administrative Agent), as the case
may be, may in accordance with normal, reasonable banking procedures purchase
the Specified Currency with such other currency.  If the amount of the Specified Currency so
purchased is less than the sum originally due to such Holder of Secured
Obligations (including the Administrative Agent), as the case may be, in the
Specified Currency, each Guarantor agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Holder of Secured Obligations (including the
Administrative Agent), as the case may be, against such loss, and if the amount
of the Specified Currency so purchased exceeds (a) the sum originally due to
any Holder of Secured Obligations (including the Administrative Agent), as the
case may be, in the Specified Currency and (b) amounts shared with other
Holders of Secured Obligations as a result of allocations of such excess as a
disproportionate payment to such other Holder of Secured Obligations under Section
2.18 of the Credit Agreement, such Holder of Secured Obligations (including
the Administrative Agent), as the case may be, agrees, by accepting the
benefits hereof, to remit such excess to such Guarantor.


 


[SIGNATURE
PAGES TO FOLLOW]


 


11

















 


	
   

  	
  WALKAWAY, INC., as an
  Initial Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Hennessy

  	
   

  
	
   

  	
  Name:

  	
  Paul Hennessy

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  PRICELINE.COM AUTO
  SERVICES, LLC, as an

  Initial Guarantor

  
	
   

  	
  by PRICELINE.COM
  INCORPORATED, as

  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Mylod, Jr.

  	
   

  
	
   

  	
  Name:

  	
  Robert J. Mylod, Jr.

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  ALLPRICE HOLDINGS, INC.,
  as an Initial

  Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn Fogel

  	
   

  
	
   

  	
  Name:

  	
  Glenn Fogel

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  PRICELINE.COM EUROPE
  HOLDCO, INC., as an

  Initial Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn Fogel

  	
   

  
	
   

  	
  Name:

  	
  Glenn Fogel

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  MTG.COM, INC., as an
  Initial Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Hennessy

  	
   

  
	
   

  	
  Name:

  	
  Paul Hennessy

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  PCLN ASIA, INC., as an
  Initial Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn Fogel

  	
   

  
	
   

  	
  Name:

  	
  Glenn Fogel

  
	
   

  	
  Title:

  	
  President

  
							



 


SIGNATURE PAGE TO GUARANTY


 

















 


	
   

  	
  PRICELINE.COM CANADA,
  INC., as an Initial

  Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Soder

  	
   

  
	
   

  	
  Name:

  	
  Chris Soder

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  LOWESTFARE.COM
  INCORPORATED, as an

  Initial Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Soder

  	
   

  
	
   

  	
  Name:

  	
   Chris Soder

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  
	
   

  	
  TRAVELWEB LLC, as an
  Initial Guarantor

  
	
   

  	
  By LOWESTFARE.COM
  INCORPORATED, as

  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Soder

  	
   

  
	
   

  	
  Name:

  	
   Chris Soder

  
	
   

  	
  Title:

  	
   President

  
							



 


SIGNATURE PAGE TO GUARANTY


 

















 


	
  JPMORGAN CHASE BANK, NATIONAL

  
	
  ASSOCIATION, as Administrative Agent

  
	
   

  
	
  By: 

  	
  /s/ Edmond F. Thompson

  	
   

  
	
  Name:

  	
  Edmond F. Thompson

  
	
  Title:

  	
  SVP

  
				



 


SIGNATURE PAGE TO GUARANTY