Exhibit
4.2


 










 


PRICELINE.COM
INCORPORATED


 


ISSUER


 










 


AMERICAN
STOCK TRANSFER & TRUST COMPANY


 


TRUSTEE


 










 


SECOND
SUPPLEMENTAL INDENTURE


 


Dated
as of December 13, 2004


 










 


1.00%
CONVERTIBLE SENIOR NOTES DUE AUGUST 1, 2010


 










 


 





















 


SECOND SUPPLEMENTAL INDENTURE,
dated as of December 13, 2004 (the “Second Supplemental Indenture”), between
PRICELINE.COM INCORPORATED, a Delaware corporation (the “Company”), and
AMERICAN STOCK TRANSFER & TRUST COMPANY, as trustee (the “Trustee”), to the
indenture, dated as of August 1, 2003, between the Company and the Trustee (the
“Original Indenture”).


W I T N E S S E T H:


WHEREAS, the Company and the
Trustee have heretofore executed and delivered the Original Indenture providing
for the issuance of 1.00% Convertible Senior Notes due August 1, 2010 (the “Notes”)
of the Company;


WHEREAS, the Company and the
Trustee have heretofore executed and delivered the First Supplemental
Indenture, dated as of October 22, 2003 (the “First Supplemental Indenture”),
between the Company and the Trustee, amending the Original Indenture; and


WHEREAS, pursuant to Section
8.1 of the Original Indenture, the Company and the Trustee are authorized to
execute and deliver this Second Supplemental Indenture.


NOW, THEREFORE, in
consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is
hereby acknowledged, and for the equal and proportionate benefit of the Holders
of the Notes, the Company and the Trustee hereby agree as follows:


Section 1.  Amendment of Certain Provisions


(a)           The second sentence of the definition of “Common Stock” in
Section 1.1 of the Original Indenture is hereby amended by deleting the words “or
repurchase”.


(b)           Section 1.12 of the Original Indenture is hereby amended
by deleting the words “(whether the same is payable in cash, shares of Common
Stock or a combination thereof in the case of the Repurchase Price or Change in
Control Repurchase Price)”.


(c)           The fifteenth paragraph under “[FORM OF REVERSE]” in
Section 2.2 of the Original Indenture is hereby amended by deleting the last
sentence, which states “At the option of the Company, the Repurchase Price may
be paid in cash, or subject to the fulfillment by the Company of the conditions
set forth in the Indenture, by delivery of shares of Common Stock having a fair
market value to the Repurchase Price (less any cash payments), or a combination
of cash and Common Stock.”, and replacing such with the following sentence: “The
Repurchase Price shall be paid in cash.”


(d)           The sixteenth paragraph under “[FORM OF REVERSE]” in
Section 2.2 of the Original Indenture is hereby amended by deleting the last
sentence, 


 


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which states “At the option of the Company, the
Change in Control Repurchase Price may be paid in cash or, subject to the
conditions provided in the Indenture, by delivery of shares of Common Stock
having a fair market value equal to the Change in Control Repurchase Price.”,
and replacing such with the following sentence: “The Change in Control
Repurchase Price shall be paid in cash.”


(e)           The seventeenth paragraph under “[FORM OF REVERSE]” in
Section 2.2 of the Original Indenture is hereby amended by deleting the first
sentence, which states “For purposes of the two preceding paragraphs, the fair
market value of shares of Common Stock shall be determined by the Company and
shall be equal to 95% of the average of the Closing Prices Per Share for the
five consecutive Trading Days immediately preceding and including the third
Trading Day prior to the Repurchase Date or the Change in Control Repurchase
Price, as the case may be.”


(f)            The second paragraph under “ELECTION OF HOLDER TO REQUIRE
REPURCHASE” in Section 2.2 of the Original Indenture is hereby amended by
replacing the words “or, at the Company’s election, Common Stock valued as set
forth in the Indenture, equal to 100% of the principal amount to be repurchased
(less any cash payments) (as set forth below), or a combination of cash and
Common Stock” with the words “equal to 100% of the principal amount to be
repurchased”.


(g)           The fourth paragraph in Section 3.1 of the Original
Indenture is hereby amended by deleting the words “whether payable in cash or
in shares of Common Stock or a combination thereof,”.


(h)           The third paragraph in Section 10.8 of the Original
Indenture is hereby amended by deleting the words “, repurchase or redemption”.


(i)            Section 14.1 of the Original Indenture is hereby amended
by deleting the words “, subject to the provisions of Section 14.3” in the
first sentence, deleting the second sentence, which states “At the option of
the Company, the Repurchase Price may be paid in cash, or subject to the
fulfillment by the Company of the conditions set forth in Section 14.3, by
delivery of shares of Common Stock having a fair market value to the Repurchase
Price (less any cash payments), or a combination of cash and Common Stock.”,
and replacing such second sentence with the following sentence: “The Repurchase
Price shall be paid in cash.”


(j)            Section 14.2 of the Original Indenture is hereby amended
by deleting the words “but subject to the provisions of Section 14.3,” in the
first sentence, deleting the third sentence, which states “At the option of the
Company, the Change in Control Repurchase Price may be paid in cash or, subject
to the fulfillment by the Company of the conditions set forth in Section 14.3,
by delivery of shares of Common Stock having a fair market value equal to the
Change in Control Repurchase Price (less any cash payments), or a combination
of cash and Common Stock.”, and replacing such third sentence with the
following sentence: “The Change in Control Repurchase Price shall be paid in
cash.”


 


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(k)           Section 14.3 of the Original Indenture is hereby amended
by deleting all the text, including the heading, in the Section and replacing
such with the word “RESERVED”.  The entry
for Section 14.3 in the Table of Contents of the Original Indenture is hereby
amended by deleting the words “Conditions to the Company’s Election to Pay the
Repurchase Price or the Change in Control Repurchase Price in Common Stock” and
replacing such with the word “RESERVED”.


(l)            Section 14.4(1)(C) of the Original Indenture is hereby
amended by deleting the words “and whether the Repurchase Price, or the Change
in Control Repurchase Price, as the case may be, shall be paid by the Company
in cash or by delivery of shares of Common Stock, or a combination thereof (and
the applicable ratio of cash and Common Stock),”.


(m)          Section 14.4(1)(H) of the Original Indenture is hereby
amended by deleting the words “and, if the Security is a Restricted Securities
Certificate, the place or places that the Surrender Certificate required by
Section 14.4 shall be delivered,”.


(n)           The first sentence in Section 14.4(2) of the Original
Indenture is hereby amended by deleting the words “and, in the event that any
portion of the Repurchase Price or the Change in Control Repurchase Price, as
the case may be, shall be paid in shares of Common Stock, the name or names
(with addresses) in which the certificate or certificates for shares of Common
Stock shall be issued,”.


(o)           Section 14.4(4) of the Original Indenture is hereby
amended by deleting the words “in cash or shares of Common Stock, as provided
in Section 14.3,” and deleting the words “or, if shares of Common Stock are to
be paid, on the date that is 35 days after the date of the Company’s Notice,”.


(p)           Section 14.4(7) of the Original Indenture is hereby
amended by deleting all the text in the Section and replacing such with the
word “RESERVED”.


(q)           Section 14.4(8) of the Original Indenture is hereby
amended by deleting all the text in the Section and replacing such with the
word “RESERVED”.


(r)            Section 14.4(9) of the Original Indenture is hereby
amended by deleting all the text in the Section and replacing such with the
word “RESERVED”.


(s)           Section 14.4(10) of the Original Indenture is hereby
amended by deleting all the text in the Section and replacing such with the
word “RESERVED”.


(t)            Annex B of the Original Indenture is hereby amended by
deleting the words “or 14.3(9)” in the introductory text and deleting both
instances of the words “or repurchase” in the text immediately below the
heading “1.00% CONVERTIBLE SENIOR NOTES DUE AUGUST 1, 2010”.


 


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Section
2.  Effect On The Original Indenture


Except as amended by the
First Supplemental Indenture and this Second Supplement Indenture, the Original
Indenture shall remain in full force and effect and is hereby ratified and
confirmed.


Section 3.  Governing Law


THIS SECOND SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, THE UNITED STATES OF AMERICA.


Section 4.  Defined Terms


Unless otherwise indicated,
capitalized terms used in this Second Supplemental Indenture and not defined
shall have the respective meanings assigned to them in the Original Indenture.


Section 5.  Trustee Disclaimer


The recitals contained in
this Second Supplemental Indenture shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Second Supplemental Indenture.


Section 6.  Counterparts and Method of Execution


This instrument may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


Section 7.  Effect of Headings


Section headings herein are
for convenience only and shall not affect the construction hereof.


Section
8.  Separability Clause


In
case any provision of this Second Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Second Supplemental Indenture to be duly
executed as of the day and year first above written. 


	
   

  	
  PRICELINE.COM
  INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery H. Boyd

  
	
   

  	
   

  	
  Name:  Jeffery H. Boyd

  
	
   

  	
   

  	
  Title:    Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN
  STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herbert J. Lemmer

  
	
   

  	
   

  	
  Name:  Herbert J. Lemmer

  
	
   

  	
   

  	
  Title:     Vice President

  



 


 


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