Exhibit 10.80


 


SCHEDULE


 


to the


 


Master Agreement


 


dated as of November 20, 2003


 


between


 


 




	
  CREDIT
  SUISSE FIRST

  BOSTON INTERNATIONAL

  	
   

  	
  and

  	
   

  	
  PRICELINE.COM

  INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (“Party
  A”)

  	
   

  	
   

  	
   

  	
  (“Party
  B”)

  
							






 


 


Part 1


 


Termination
Provisions


 


In this Agreement:


 


(a)                                  “Specified
Entity” means “Affiliates”, in relation to Party A for the purpose of:


 


Section 5(a)(v), Applicable.


Section 5(a)(vi), Not Applicable.


Section 5(a)(vii), Not Applicable.


Section 5(b)(iv), Not Applicable.


 


in relation to Party B for the purpose of:


 


Section 5(a)(v), Applicable.


Section 5(a)(vi), Not Applicable.


Section 5(a)(vii), Not Applicable.


Section 5(b)(iv), Not Applicable.


 


(b)                                 “Specified
Transaction” will have the meaning specified in Section 14 of this
Agreement.


 


(c)                                  The
“Cross Default” provisions of Section 5(a)(vi), as amended herein, will apply
to Party A and to Party B.  Section
5(a)(vi) is hereby amended by deleting in the seventh line thereof the words “,
or becoming capable at such time of being declared,”.


 


If such provisions apply:


 


“Specified Indebtedness”, has the meaning specified in Section 14 of
this Agreement.


 


1

















 


“Threshold Amount” means, in respect of Party A, the greater of (i) an
amount equal to three percent of Party A’s consolidated shareholders’ equity,
determined in accordance with generally accepted accounting principles in the
United States of America (“GAAP”), consistently applied, based on the most
recent consolidated financial statements of Party A and (ii) U.S.
$25,000,000; and in respect of Party B, the greater of (i) an amount equal to
three percent of Party B’s consolidated shareholders’ equity, determined in
accordance with generally accepted accounting principles in the United States
of America (“GAAP”), consistently applied, based on the most recent consolidated
financial statements of Party B and (ii) U.S. $10,000,000 .


 


(d) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will
apply to Party A and Party B; provided, however, that the phrase “materially
weaker” means (i) the senior long-term debt or deposits of the resulting,
surviving or transferee entity is or are, as the case may be, unrated by
Standard & Poor’s Corporation or Moody’s Investors Service, Inc., and the
Policies (as defined below) in effect at the time, of the party which is not
the Affected Party, would lead such non-Affected Party, solely as a result of a
change in the nature, character, identity or condition of the Affected Party,
from its state prior to such consolidation, amalgamation, merger or transfer,
to decline to make an extension of credit to, or enter into a Transaction with,
the resulting, surviving or transferee entity. 
“Policies”, for the purposes of this definition means written or
customary:  (1)(A) internal credit
limits applicable to individual entities or (B) other limits on doing business
with entities domiciled or doing business in jurisdictions or engaging in
certain activities, or (2) internal restrictions on doing business with
entities with whom the party which is not the Affected Party has had prior
adverse business relations.


 


(e)                                  Additional
Termination Events shall not apply.


 


(f)                                    The “Automatic
Early Termination” provision of Section 6(a) will apply to Party A and to Party
B.


 


(g)                                 Payments on Early
Termination.  For the purpose of
Section 6(e) of this Agreement the Second Method and Market Quotation will
apply.


 


(h)                                 “Termination Currency”
means United States Dollars.


 


Part 2


 


Tax
Representations


 


(a)                                  Payer
Representations.  For the purpose of
Section 3(e) of this Agreement, Party A will make the following
representation and Party B will make the following representation:


 


It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant Jurisdiction to
make any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other party under this Agreement.  In making this representation, it may rely
on (i) the accuracy of any representations made by the


 


2

















 


other party pursuant to Section 3(f) of this Agreement,
(ii) the satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of
the other party contained in Section 4(d) of this Agreement, provided
that it shall not be a breach of this representation where reliance is placed
on clause (ii) and the other party does not deliver a form or document under
Section 4(a)(iii) by reason of material prejudice of its legal or
commercial position.


 


(b)                                 Payee
Representations.  For the purposes of
Section 3(f), Party A and Party B make the representations
specified below, if any:


 


The following representations will apply to Party A:


 


(i)  Party A
represents that it is entering into each Transaction in the ordinary course of
its trade as, and is, a recognized U.K. bank as defined in Section 840A of the
U.K. Income and Corporation Taxes Act of 1988.


 


(ii)  Party A
is a “foreign person” within the meaning of Treas. Reg. section 1.6041-4(a)(4).


 


(iii)  Party A represents that,
with respect to each Transaction and with respect to any payment received or to
be received by Party A pursuant thereto, either (A) the entire amount of such
payment is, or is treated as, income effectively connected with the conduct of
a trade or business in Specified Jurisdiction B (“ECI”), (B) a portion of such
payment is, or is treated as, ECI and, with respect to the portion of such
payment which is not, or is not treated as, ECI, Party A is a resident of
Specified Jurisdiction A fully eligible for the benefits of the “Business
Profits” provision, the “Interest” provision or the “Other Income” provision of
the Specified Treaty with respect to such portion and such portion is not
attributable to a trade or business carried on by Party A through a permanent
establishment in Specified Jurisdiction B or (C) with respect to the entire
amount of such payment, Party A is a resident of Specified Jurisdiction A fully
eligible for the benefits of the “Business Profits” provision, the “Interest”
provision or the “Other Income” provision of the Specified Treaty with respect
to such payment and such payment is not attributable to a trade or business
carried on by Party A through a permanent establishment in Specified
Jurisdiction B.


 


(iv)  With
respect to each transaction, unless Party A advises Party B to the contrary at least
20 business days prior to the earliest date on which any Specified Jurisdiction
B tax return or report in respect of such Transaction is due, Party A shall be
deemed to have advised Party B, for Specified Jurisdiction B tax reporting
purposes, to treat the entire amount of all payments received by Party A in
connection with such Transaction as ECI.


 


For purposes of (iii) and (iv) above,


 


3

















 


“Specified Jurisdiction A” means the United Kingdom
of Great Britain and Northern Ireland.


 


“Specified Jurisdiction B” means the United States
of America.


 


“Specified
Treaty” means the income tax treaty between Specified Jurisdiction A and
Specified Jurisdiction B, entered into force on March 31, 2003, upon the
exchange of Instruments of Ratification.


 


The following representation will apply to Party B:


 


Party B is a corporation created or organized in the United States
or under the laws of the United States or of any State or of the District of
Columbia and it is not a foreign person for United States federal income tax
purposes.


 


4

















 


Part 3


 


Documents
to be delivered


 


For the purpose of Section 4(a):


 


(1)                                  Tax forms, documents,
or certificates to be delivered are:


 


	
  Party required

  to deliver

  document

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by
  which to

  be delivered

  	
   

  	
  Covered by
  Section

  3(d) Representation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A and Party B

  	
   

  	
  Any
  document required or reasonably requested to allow the other party to make
  payments under the Agreement without any deduction or withholding for or on
  the account of any Tax or with such deduction or withholding at a reduced
  rate

  	
   

  	
  (i)
  Before the first payment date under this Agreement, (ii) promptly upon
  reasonable demand by the other party, [and (iii) promptly upon learning that
  any such form previously provided has become obsolete or incorrect]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A

  	
   

  	
  United
  States Internal Revenue Service Form [W-8 BEN] [W-8 ECI], or any successor
  form, duly completed and executed and in a form reasonably satisfactory to
  Party B

  	
   

  	
  (i)
  Before the first scheduled Payment Date with respect to each Transaction,
  (ii) promptly upon reasonable demand by Party B and (iii) promptly upon
  learning that any such form previously provided by Party A has become
  obsolete or incorrect

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  B

  	
   

  	
  United
  States Internal Revenue Service Form W-9, or any successor form, duly
  completed and executed and in a form reasonably satisfactory to Party A

  	
   

  	
  (i)
  Before the first scheduled Payment Date with respect to each Transaction,
  (ii) promptly upon reasonable demand by Party A and (iii) promptly upon learning
  that any such form previously provided by Party B has become obsolete or
  incorrect

  	
   

  	
  Yes

  	
   

  



 


5

















 


(2)                                  Other documents to be
delivered are:


 


	
  Party required

  to deliver

  document

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by
  which to

  be delivered

  	
   

  	
  Covered by
  Section 3(d) Representation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A and B

  	
   

  	
  Certified
  copies of all corporate authorizations and any other documents with respect
  to the execution, delivery and performance of this Agreement

  	
   

  	
  Upon
  execution and delivery of this Agreement

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A and  Party B

  	
   

  	
  Certificate
  of Authority and specimen signatures of individuals executing this Agreement
  and Confirmations

  	
   

  	
  Upon
  execution and delivery of this Agreement and thereafter upon request of the
  other party

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A

  	
   

  	
  Audited
  annual consolidated financial statements of Party A

  	
   

  	
  Upon
  Request

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  B

  	
   

  	
  Audited
  annual consolidated Financial Statements of Party B

  	
   

  	
  Upon
  Request

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  B

  	
   

  	
  Unaudited
  quarterly consolidated Financial Statements of Party B

  	
   

  	
  Upon
  Request

  	
   

  	
  Yes

  	
   

  



 


Part 4


 


Miscellaneous


 


(a)                                  Address
for Notices:  For the purposes of
Section 12(a) of this Agreement:


 


Address for notices or communications to Party A:


 


Notwithstanding section 12 (a) of the Agreement all notices including
those to be given under Section 5 or 6 may be given by facsimile transmission
or electronic messaging system.


 


(i)             (1)                                  Address
for notices or communications to Party A:


 


6

















 


	
  Address:

  	
   

  	
  One Cabot Square

  	
   

  	
   

  
	
   

  	
   

  	
  London E14 4QJ

  	
   

  	
   

  
	
   

  	
   

  	
  England

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  (1)                                  Head
  of Credit Risk Management;

  	
   

  	
   

  
	
   

  	
   

  	
  (2)                                  Global
  Head of OTC Operations, Operations Department;

  	
   

  	
   

  
	
   

  	
   

  	
  (3)                                  General
  Counsel Europe - Legal and Compliance Department.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Swift:

  	
   

  	
  Credit Suisse First Boston International CSFP GB2L

  	
   

  	
   

  



 


(2)                                  For the purpose of
facsimile notices or communications under this Agreement:


 


	
  Facsimile No.:

  	
   

  	
  +44 (0) 20 7888 2686

  
	
  Attention:

  	
  General Counsel Europe - Legal and Compliance Department

  
				



 


Telephone number for oral confirmation of receipt
of facsimile in legible form:     + 44
(0) 20 7888 4465


 


Designated responsible employee for the
purposes of Section 12(a)(iii):  Senior
Legal Secretary


 


	
  With a copy to:

  	
   

  	
  Facsimile No: +44 (0) 207 888 3715

  
	
   

  	
   

  	
  Head of Credit Risk Management

  



 


	
  With a copy to:

  	
   

  	
  Facsimile No: +44 (0) 207 888 9503

  
	
   

  	
   

  	
  Global Head of OTC Operations, Operations Department.

  



 


 


Address for notices or communications to Party B:


 


	
  Address:

  	
   

  	
  Priceline.com Incorporated

  
	
  Attention:

  	
   

  	
  Peter Millones

  
	
   

  	
   

  	
  Priceline.com

  
	
   

  	
   

  	
  Office of the General Counsel

  
	
   

  	
   

  	
  800 Connecticut Avenue

  
	
   

  	
   

  	
  Norwalk, Connecticut 06854

  
	
   

  	
   

  	
  Fax:
  (203) 299-8915

  



 


 


(For all purposes)


 


(b)                                 Process
Agent.  For the purpose of Section
13(c):


 


	
  Party A appoints as its Process Agent:

  	
   

  	
  Credit Suisse First Boston LLC,

  
	
   

  	
   

  	
  One Madison Avenue, New York, NY 10010 (Attention:

  
	
   

  	
   

  	
  General Counsel, Legal and Compliance Department)

  



 


7

















 


Party B appoints as its Process Agent:     Not
Applicable


 


(c)                                  Offices.  The provisions of Section 10(a) will apply
to this Agreement.


 


(d)                                 Multibranch
Party.  For the purpose of
Section 10(c) of this Agreement:


 


Party A is not a Multibranch Party.


 


Party B is not a Multibranch Party.


 


(e)                                  Calculation
Agent.  The Calculation Agent is Party A
unless otherwise specified in a Confirmation in relation to the relevant
transaction; provided, however, if an Event of Default has occurred and is
continuing with respect to Party A, then a third party will be selected to be
the Calculation Agent by Party B from Annex A.


 


(f)                                    Credit
Support Document.  Details of any Credit
Support Document.


 


	
  Party B:

  	
   

  	
  Not Applicable.

  
	
   

  	
   

  	
   

  
	
  Party A:

  	
   

  	
  Not Applicable.

  



 


Any Credit Support Document required pursuant to a Confirmation shall
be deemed to be incorporated into, and is hereby made a part of, this
Agreement, and this Agreement together with all Credit Support Documents shall
be deemed to constitute one swap agreement pursuant to 11 U.S.C.
Section 546(g) and 12 U.S.C. Section 1821(e)(8)(D)(vii).


 


(g)                                 Credit
Support Provider.


 


	
  Party B:

  	
   

  	
  Not Applicable.

  
	
   

  	
   

  	
   

  
	
  Party A:

  	
   

  	
  Not Applicable

  



 


(h)                                 Governing
Law.  This Agreement will be governed by
and construed in accordance with the laws of the State of New York, and each
party hereby submits to the jurisdiction of the Courts of the State of New York.


 


(i)                                     Netting
of Payments.  Section 2(c)(ii) of this Agreement will apply to any Transactions from
the date of this Agreement. 
Nevertheless, to reduce settlement risk and operational costs, the
parties agree that they will endeavor to net across as many Transactions as
practicable wherever the parties can administratively do so.


 


(j)                                     “Affiliate”
will have the meaning specified in Section 14 of this Agreement.


 


(k)                                  Severability.  If any term, provision, covenant, or
condition of this Agreement, or the application thereof to any party or
circumstance, shall be held to be invalid or unenforceable (in whole or in
part) for any reason, the remaining terms, provisions, covenants, and
conditions hereof shall continue in full force and effect as if this Agreement
had been executed with the invalid or unenforceable portion eliminated, so


 


8

















 


long as this
Agreement as so modified continues to express, without material change, the
original intentions of the parties as to the subject matter of this Agreement
and the deletion of such portion of this Agreement will not substantially
impair the respective benefits or expectations of the parties.


 


Part 5


 


Other
Provisions


 


(1)                                  Upon the designation
or deemed designation of any Early Termination Date as a result of an Event of
Default, in addition to and not in limitation of or with prejudice to any other
right or remedy (including any right to setoff, counterclaim, or other right to
withhold payment) under applicable law:


 


the Non-defaulting Party or the party that is not the Affected Party
(in either case, “X”) may, without prior notice to any person, set off any sum
or obligation (whether or not arising under this Agreement, whether matured or
unmatured and irrespective of the currency, place of payment or booking office
of the sum or obligation) owed by the Defaulting Party or Affected Party (in
either case, “Y”) to X or to any Affiliate of X, against any sum or obligation
(whether or not arising under this Agreement or any other agreement, whether
matured or unmatured and irrespective of the currency, place of payment or
booking office of the sum or obligation) owed by X or any Affiliate of X to Y,
and, for this purpose, may convert one currency into another, at the rate of
exchange at which such party would be able, acting in a reasonable manner and
in good faith, to purchase the relevant amount of such currency.  If any sum or obligation is unascertained, X
may in good faith estimate that sum or obligation and set off in respect of
that estimate, subject to X or Y, as the case may be, accounting to the other
party when such sum or obligation is ascertained.  X will give notice to the other party of any set-off effected
under this Part 5(1).


 


Nothing in this Agreement shall be effective or deemed to create any
charge under English law.


 


Nothing in this Part 5(1) shall be effective to create a charge or
other security interest.  This Part 5(1)
shall be without prejudice and in addition to any right of set-off, combination
of accounts, lien or other right to which any part is at any time otherwise
entitled (whether by operation of law, contract or otherwise).


 


(2)                                  Section 3 of the
Agreement is hereby amended by adding at the end thereof:


 


(g)  Eligible Contract
Participant.  It is an “eligible
contract participant” as defined in Section 1a(12) of the Commodity Exchange
Act.


 


(h)  Relationship Between
Parties.  Each party will be deemed
to represent to the other party on the date on which it enters into a
Transaction that (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for that Transaction):


 


9

















 


(i)  Non Reliance.  It is acting for its own account, and it has
made it own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication (written
or oral) of the other party as investment advice or as a recommendation to
enter into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall not be
considered investment advice or a recommendation to enter into that
Transaction.  No communication (written
or oral) received from the other party shall be deemed to be an assurance or
guarantee as to the expected results of that Transaction.


 


(ii)  Evaluation and
Understanding.  It is capable of
assessing the merits of and understanding (on its own behalf or through
independent professional advice) and understands and accepts the terms,
conditions and risks of that Transaction. 
It is also capable of assuming, and assumes, the risks of that
Transaction.


 


(iii)  Status of Parties.  The other party is not acting as a fiduciary
for or an advisor to it in respect of that Transaction.


 


(3)                                  Consent to
Recording.  Each party hereto consents
to the monitoring or recording, at any time and from time to time, by the other
party of any and all communications between officers or employees for the
parties, waives any further notice of such monitoring or recording, and agrees
to notify its officers and employees of such monitoring or recording.


 


(4)                                  With respect to each
Transaction entered into pursuant to this Agreement, Party A will send to Party
B a Confirmation within ten (10) Local Business Days after such entry.  Party B shall, within ten (10) Local Business
Days after receipt of such Confirmation, confirm the accuracy of such
Confirmation or provide notice to Party A of its disagreement with such
Confirmation (indicating how it believes the terms of such Confirmation should
be correctly stated).


 


(5)           Scope of Agreement.  Any Specified Transaction (whether now
existing or hereafter entered into) between the parties, the confirmation of
which fails by its terms  expressly to exclude application of this
Agreement, shall be governed by and be subject to this Agreement.  Any such confirmation shall be a
“Confirmation”, and any such Specified Transaction shall be a “Transaction”,
for all purposes of this Agreement.


 


(6)                                  Definitions. 
Unless otherwise specified in a Confirmation, each
Transaction between the parties shall be subject to the 2000 ISDA Definitions
as published by the International Swaps and Derivatives Association, Inc. (the
“2000 Definitions”), and will be governed in all relevant respects by the
provisions of the 2000 Definitions, without regard to any amendments thereto
subsequent to the date hereof.  The
provisions set forth in the 2000 Definitions are incorporated by reference in
and shall be deemed a part of this Agreement except that references in the 2000
Definitions to a “Swap Transaction” shall be deemed references to a
“Transaction” for purposes of this Agreement.


 


10

















 


(7)                                  Change of Account.  Section 2(b) of this
Agreement is hereby amended by the addition of the following after the word
“delivery” in the first line thereof:


 


“to another account in the same legal and tax
jurisdiction as the original account”


 


(8)                                  Waiver
of Jury Trial.  TO THE FULLEST EXTENT
PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 


11

















 


IN WITNESS WHEREOF, the parties have executed this Schedule by their
duly authorized representatives as of the date hereof.


 


	
   

  	
  PRICELINE.COM
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert J. Mylod

  
	
   

  	
  Name: 
  Robert J. Mylod

  
	
   

  	
  Title: 
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON

  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Chelsom

  
	
   

  	
   

  	
  Name:  Paul Chelsom

  
	
   

  	
   

  	
  Title:  Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Walton

  
	
   

  	
  Name:  Andrew
  Walton

  
	
   

  	
  Title:  Attorney-in-Fact

  
				



 


12