Exhibit 10.77


 


Execution Copy


 


RESTRUCTURING
AGREEMENT


 


This RESTRUCTURING AGREEMENT, dated as of
October 3, 2003, between Hutchison-Priceline Limited, a company organized under
the laws of the Cayman Islands (the “Company”),
Trio Happiness Limited, a corporation organized under the laws of the British
Virgin Islands (“TH”) and
PCLN Asia, Inc. a corporation organized under the laws of the State of
Delaware, United States of America (“PCLN
SUB”).  The Company, PCLN
SUB and TH are sometimes each referred to herein as a “Party” and, together, as the “Parties”.


 


W I T N E S S E T H:


 


WHEREAS, on June 27, 2000 (i) TH, a
wholly-owned subsidiary of Hutchison Whampoa Limited (“Hutchison”), PCLN SUB and the Company
entered into a Securityholders’ Agreement (the “Securityholders’ Agreement”); (ii) the Company and PCLN
SUB entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which, the Company
issued and sold a 6% Convertible Note to PCLN SUB for $11,110,000 (the “PCLN
SUB Convertible Note”);
(iii) priceline.com Incorporated (“Priceline”),
of which PCLN SUB is a wholly owned subsidiary and the Company entered into a
Technology License Agreement (the “Priceline
License Agreement”), (iv) Priceline and the Company entered into
a Services Agreement (the “Priceline
Services Agreement”), (v) Priceline and the Company entered into
a Trademark License Agreement (the “Priceline
Trademark Agreement”), (vi) Hutchison Whampoa Enterprises
Limited (“HWE”), a company
organized under the laws of the British Virgin Islands, and the Company entered
into a Trademark License Agreement (the “Hutchison
License Agreement”), (vii) TH and the Company entered into a
Services Agreement (the “TH Services
Agreement”), (viii) TH and the Company entered into a Share
Purchase Agreement (the “Share Purchase
Agreement”); and (ix) pursuant to the Share Purchase Agreement,
TH purchased 8,888,000 Existing Shares (the “Existing TH Shares”). 
Pursuant to these agreements, the parties thereto agreed among other
things, to capitalize and operate the Company using the demand collection
system of Priceline for the purpose of conducting an Internet-based business in
Bangladesh, Bhutan, Brunei, Cambodia, Hong Kong, Taiwan, the People’s Republic
of China, North Korea, South Korea, Singapore, Sri-Lanka, Thailand, Laos,
Macau, Malaysia, Maldives, Mongolia, Myanmar, Nepal, Pakistan, Papua New
Guinea, Tibet, Vietnam, Indonesia, the Philippines and India (the “Territory”); and


 


WHEREAS, on February 15, 2001 (i) TH
purchased a 6% Convertible Note (the “TH
Convertible Note”) from the Company in exchange for $ 9,522,858
pursuant to a Note Purchase Agreement between TH and the Company (the “TH Note Purchase Agreement”), (ii) the
Company, PCLN SUB and TH entered into an agreement to amend the Securityholders’
Agreement (the “Supplemental
Securityholders’ Agreement”), (iii) Priceline and the Company
entered into an agreement to amend the Priceline Trademark Agreement (the “Supplemental Priceline Trademark Agreement”),
(iv) Priceline and the Company entered into an agreement to amend the Priceline
Services Agreement (the “Supplemental
Priceline Services Agreement”) and (v) Priceline and the Company
entered into an agreement to amend the Priceline License Agreement (the “Supplemental Priceline License Agreement”);
and


 

















 


WHEREAS, in order to induce PCLN SUB to
convert the Convertible Note and to induce TH to convert the TH Convertible
Note, the Company shall at Closing (as hereinafter defined) reduce the
conversion price of each of the Conversion Note and TH Conversion Note from
$1.25 per Existing Share to $1.00 per Existing Share.


 


WHEREAS, 
at Closing but prior to the Sub-division PCLN SUB will convert the PCLN
SUB Convertible Note into 11,110,000 Existing Shares (the “PCLN Conversion Shares”) and TH will
convert the TH Convertible Note into 9,522,858 Existing Shares (the “TH Conversion Shares”) both at
conversion price of $1.00 per Existing Share. 
Upon such conversions, all interest accrued on the PCLN SUB Convertible
Note and the TH Convertible Note shall be deemed to be waived by PCLN SUB and
TH, respectively, and the PCLN SUB Convertible Note and the TH Convertible Note
shall be cancelled;


 


WHEREAS, at Closing but immediately after the
conversion referred to in the preceding paragraph, PCLN SUB and TH will pass
shareholders’ resolutions of the Company to among other things, effect the
Sub-division and increase the authorized share capital of the Company from
$30,000,000 to $36,000,000 by the creation of an additional 30,000,000 Shares;
and


 


WHEREAS, as a result of the Sub-division,
immediately prior to the purchase of Shares referred to in the next paragraph
below, the Existing TH Shares and the TH Conversion Shares will, in the
aggregate become 92,054,290 Shares (the “TH
Exchange Shares”) and the PCLN Conversion Shares will become
55,550,000 Shares (the “PCLN Exchange
Shares”); and


 


WHEREAS, immediately after the Sub-division,
TH will subscribe for 18,410,858 new Shares (the “TH Shares”) for cash at par plus a premium of $0.80 per
Share, i.e. a subscription  price of
$1.00 per Share, and the Company will re-purchase the TH Exchange Shares from
TH for cash at par value of $0.20 per Share; and


 


WHEREAS, contemporaneously with the
transactions referred to in the preceding paragraph, PCLN SUB will subscribe for
11,110,000 new Shares (the “PCLN Shares”)
for cash at par plus a premium of $0.80 per Share, i.e. at a subscription price
of $1.00 per Share, and the Company will re-purchase the PCLN Exchange Shares
from PCLN SUB for cash at par value of $0.20 per Share; and


 


WHEREAS, the Company will issue and allot to
TH 19,665,610 Shares (the “New TH Shares”)
at par credited as fully paid in satisfaction of $3,933,122 of the
shareholder’s loan owed to TH by the Company as of 30 September 2003; and


 


WHEREAS, subject to the terms and conditions
set forth herein, the Company desires to grant to TH, and TH desires to receive
from the Company, an option to subscribe for from time to time on or prior to
31 March 2004, up to 979,390 new Shares (the “TH
Option Shares”)  at par
value of $0.20 per TH Option Share; and


 


WHEREAS, contemporaneously with the
re-purchase of the PCLN Exchange Shares, the Company will issue and allot to
PCLN SUB 6,198,585 new Shares at par credited as fully paid in satisfaction of
$1,239,717 owed to Priceline by the Company as of December 31, 2002 (the “Priceline Shares”) pursuant to the
Priceline License Agreement, the Priceline Trademark Agreement and the
Priceline Services Agreement; and


 


2

















 


WHEREAS, contemporaneously with the
re-purchase of the TH Exchange Shares, the Company will issue to TH 54,100,495
new Shares at par credited as fully paid in satisfaction of all amounts owed to
TH by the Company as of December 31, 2002 
(such amounts being $10,820,099) (the “TH Services Shares”) pursuant to the TH Services
Agreement; and


 


WHEREAS, immediately after the issuance of
the Priceline Shares and the TH Services Shares, PCLN SUB and TH will pass
shareholders’ resolutions of the Company to reduce the authorized share capital
to $24,530,000 (consisting of 122,650,000 Shares) by the cancellation of
57,350,000 Shares of the Company’s authorized share capital which have not yet
been subscribed or agreed to be subscribed by any person, thereby allowing
13,164,452 Shares being authorised but unissued; and


 


WHEREAS, at Closing, the Company, TH and PCLN
SUB will enter into an Amended and Restated Securityholders’ Agreement (the “Amended and Restated Securityholders’ Agreement”)
as of 1 January 2003 to amend and restate the Securityholders’ Agreement, as
supplemented by the Supplemental Securityholders’ Agreement; and


 


WHEREAS, at Closing, the Company and
Priceline will enter into an Amended and Restated Services Agreement (the “Amended and Restated Priceline Services Agreement”)
as of 1 January 2003 to amend and restate the Priceline Services Agreement, as
supplemented by the Supplemental Priceline Services Agreement;


 


WHEREAS, at Closing, the Company and
Priceline will enter into a Second Supplemental Agreement to Technology License
Agreement (the “Second Supplemental
Priceline License Agreement”) as of 1 January 2003 to amend and
restate the Priceline License Agreement, as supplemented by the Supplemental
Priceline License Agreement; and


 


WHEREAS, contemporaneously with entering into
this Agreement, the Company and TH will enter into a supplemental agreement
(the “Supplemental TH Services Agreement”)
as of 1 January 2003 to amend the TH Services Agreement; and


 


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and agreements hereinafter set forth, the
Parties hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1.                                   Certain
Defined Terms.  As used in this Agreement,
the following terms shall have the following meanings:


 


“Amended
and Restated Priceline Services Agreement” has the meaning
specified in the Recitals.


 


“Amended
and Restated Securityholders’ Agreement” has the meaning
specified in the Recitals.


 


“Affiliate”
has the meaning specified in Rule 12b-2 promulgated under the Exchange Act.


 


3

















 


“Agreement”
means this Restructuring Agreement and all amendments made hereto in accordance
with the provisions hereof.


 


“Ancillary
Agreements” means the Amended and Restated Securityholders’ Agreement,
the Amended and Restated Priceline Services Agreement, the Second Supplemental
Priceline License Agreement and the Supplemental TH Services Agreement all made
as of 1 January 2003.


 


“A. S.
Watson” means A.S. Watson & Company, Limited, a company incorporated
in Hong Kong.


 


“A. S.
Watson Confirmation” means a confirmation of A.S. Watson
executed or to be executed in the form or substantially in the form set out in Exhibit
D.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on
which banks in the City of New York, State of New York, United States of
America or Hong Kong are authorized or required to be closed.


 


“Closing”
has the meaning specified in Section 2.2.


 


“Closing
Date” has the meaning specified in Section 2.2(a).


 


“Company”
has the meaning specified in the Preamble.


 


“Directors”
means the directors for the time being of the Company.


 


“Encumbrance”
means any security interest, pledge, mortgage, lien, charge, adverse claim of
ownership or use, or other encumbrance of any kind.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


 


“Exercise
Price” has the meaning specified in Section 2.1(b).


 


“Existing
Shares” means the issued and unissued ordinary shares of $1.00
par value each in the capital of the Company.


 


“Existing
TH Shares” has the meaning specified in the Recitals.


 


“Hong
Kong” means the Hong Kong Special Administrative Region of the
People’s Republic of China.


 


“Hutchison”
has the meaning specified in the Recitals.


 


“Hutchison
License Agreement” has the meaning specified in the Recitals.


 


“HWE”
has the meaning specified in the Recitals.


 


“Material
Adverse Effect” means, with respect to any Person, any event,
condition, change or effect that (a) individually or in the aggregate, would
reasonably be likely to result in a material adverse effect on the business,
condition (financial or otherwise), assets or results of operations of such
Person or (b) prevents or materially delays the 


 


4

















 


consummation
of the transactions contemplated by this Agreement or the Ancillary Agreements.


 


“New TH
Shares” has the meaning specified in the Recitals.


 


“Participation
Warrant Agreement” means the Participation Warrant Agreement
dated 9 April 2002 entered into between the Company and British Airways Plc.


 


“PCLN
Conversion Shares” has the meaning specified in the Recitals.


 


“PCLN
Exchange Shares” has the meaning specified in the Recitals.


 


“PCLN
Shares” has the meaning specified in the Recitals.


 


“PCLN
Subscription Letter” means the Subscription Letter/Agreement to
sell Shares dated as of the date hereof by and between PCLN SUB and the
Company.


 


“PCLN
SUB” has the meaning specified in the Preamble.


 


“PCLN
SUB Convertible Note” has the meaning specified in the Recitals.


 


“Person”
means any individual, firm, corporation, proprietary, public or private
company, partnership, limited liability company, public liability company,
trust or other entity, and shall include any successor (by merger or otherwise)
of such entity.


 


“Priceline”
has the meaning specified in the Recitals.


 


“Priceline
Confirmation” means a confirmation of Priceline executed or to
be executed in the form or substantially in the form set out in Exhibit E.


 


“Priceline
License Agreement” has the meaning specified in the Recitals.


 


“Priceline
Services Agreement” has the meaning specified in the Recitals.


 


“Priceline
Shares” has the meaning specified in the Recitals.


 


“Priceline
Trademark Agreement” has the meaning specified in the Recitals.


 


“Second
Supplemental Priceline License Agreement” has the meaning
specified in the Recitals.


 


“Securityholders’
Agreement” has the meaning specified in the Recitals.


 


“Share
Purchase Agreement” has the meaning specified in the Recitals.


 


“Shares”
shall mean the ordinary shares of $0.20 par value each in the capital of the
Company.


 


“Sub-division”
means the sub-division of each one (1) Existing Share into five (5) Shares to
be effected by way of an ordinary resolution of the members of the Company.


 


5

















 


“Supplemental
Priceline Services Agreement” has the meaning specified in the
Recitals.


 


“Supplemental
Priceline Trademark Agreement” has the meaning specified in the
Recitals.


 


“Supplemental TH
Services Agreement” has the meaning specified in the Recitals.


 


“Supplemental
Securityholders’ Agreement” has the meaning specified in the
Recitals.


 


“Territory”
has the meaning specified in the Recitals.


 


“TH”
has the meaning specified in the Preamble.


 


“TH
Conversion Shares” has the meaning specified in the Recitals.


 


“TH
Convertible Note” has the meaning specified in the Recitals.


 


“TH
Exchange Shares” has the meaning specified in the Recitals.


 


“TH
Option” has the meaning specified in Section 2.1(b).


 


“TH
Option Shares” has the meaning specified in the Recitals.


 


“TH
Services Agreement” has the meaning specified in the Recitals.


 


“TH
Services Shares” has the meaning specified in the Recitals.


 


“TH
Shares” has the meaning specified in the Recitals.


 


“TH
Subscription Letter” means the Subscription Letter/Agreement to
sell Shares dated as of the date hereof by and between TH and the Company.


 


“Transactions”
has the meaning specified in Section 2.2(b).


 


“Warrants”
means the warrants issued or to be issued by the Company to British Airways
Plc. pursuant to the terms of the Participation Warrant Agreement.


 


ARTICLE II


 


RESTRUCTURING


 


Section 2.1.


 


(a)                                  The
following shall occur at the Closing:


 


(i)                                     The Company
shall reduce the conversion price of each of the PCLN SUB Convertible Note and
TH Convertible Note from $1.25 per Existing Share 


 


6

















 


to
$1.00 per Existing Share.  TH shall
convert the TH Convertible Note into the TH Conversion Shares and the Company
shall issue and allot the TH Conversion Shares at par credit as fully paid to
TH upon conversion of the TH Convertible Note. 
Upon such conversion all interest accrued on the TH Convertible Note
shall deemed to be waived by TH, and the TH Convertible Note shall be
cancelled.


 


(ii)                                  PCLN SUB
shall convert the PCLN SUB Convertible Note into the PCLN Conversion Shares and
the Company shall issue and allot to PCLN SUB the PCLN Conversion Shares at par
credited as fully paid upon conversion of the Convertible Note.  Upon such conversion all interest accrued on
the PCLN SUB Convertible Note shall be deemed to be waived by PCLN SUB, and the
PCLN SUB Convertible Note shall be cancelled.


 


(iii)                               TH and PCLN
SUB shall pass shareholders’ resolutions of the Company to: (i) effect the
Sub-division, (ii) thereafter increase the authorized share capital of the
Company from $30,000,000 to $36,000,000 by the creation of an additional
30,000,000 Shares, and (iii) to authorize the Company to repurchase the TH Exchange
Shares and the PCLN Exchange Shares.


 


(iv)                              Under the
terms and subject to the conditions set forth in this Agreement, the Company
shall issue and allot to TH the New TH Shares at par credited as fully paid in
satisfaction of $3,933,122 of the shareholders’ loan owed to TH by the Company
as of 30 September 2003, and TH will accept the issuance and allotment of the
New TH Shares to it as full payment for such shareholder’s loan, which reflects
all amounts due to TH from the Company through 30 September 2003 other than
pursuant to the TH Services Agreement .


 


(v)                                 Upon the
terms and subject to the conditions set forth in this Agreement, the Company
shall issue and allot to TH the TH Services Shares at par credited as fully
paid in satisfaction of all amounts owed to TH as of December 31, 2002 (such
amounts being $10,820,099) pursuant to the TH Services Agreement, and TH will
accept the issuance of the TH Services Shares to TH as full payment for all
amounts due to TH from the Company through December 31, 2002 pursuant to the TH
Services Agreement.


 


(vi)                              Under the
terms and subject to the conditions set forth in this Agreement, the Company
shall, at the direction of Priceline, issue and allot to PCLN SUB the Priceline
Shares at par credited as fully paid in satisfaction of an aggregate sum of
$1,239,717 owed to Priceline as at December 31, 2002  pursuant to the Priceline Services Agreement, the Priceline
License Agreement and the Priceline Trademark Agreement, and Priceline will
accept the issuance of the Priceline Shares to PCLN SUB as full payment for all
amounts due to Priceline from the Company through December 31, 2002 pursuant to
the Priceline Services Agreement, the Priceline License Agreement and the
Priceline Trademark Agreement.


 


(vii)                           TH will
subscribe for, and the Company will issue and allot to TH, the TH Shares for
cash at par plus a premium of $0.80 per Share, i.e. a subscription  price of $1.00 per Share pursuant to the TH
Subscription Letter.  The aggregate
subscription price payable by TH to the Company for the TH Shares shall be
set-off against the amount payable by the Company to TH for the re-purchase of
the TH Exchange Shares pursuant to paragraph (viii) below.


 


7

















 


(viii)                        The Company
will re-purchase from TH, and TH will sell to the Company, the TH Exchange
Shares at par value  of $0.20 per Share
pursuant to the TH Subscription Letter. 
Upon such re-purchase by the Company, the TH Exchange Shares shall be
cancelled.


 


(ix)                                PCLN SUB
will subscribe for, and the Company will issue and allot to PCLN SUB, the PCLN
Shares for cash at par plus a premium of $0.80 per Share, i.e. a subscription
price of $1.00 per Share pursuant to the PCLN Subscription Letter.  The aggregate subscription price payable by
PCLN SUB to the Company for the PCLN Shares shall be set-off against the amount
payable by the Company to PCLN SUB for the re-purchase of the PCLN Exchange
Shares pursuant to paragraph (x) below.


 


(x)                                   The Company
will re-purchase from PCLN SUB, and PCLN SUB will sell to the Company, the PCLN
Exchange Shares at a par value of $0.20 per Share pursuant to the PCLN
Subscription Letter.  Upon such
re-purchase by the Company, the PCLN Exchange Shares shall be cancelled.


 


(xi)                                TH and PCLN
SUB will pass shareholders’ resolutions of the Company to reduce the authorized
share capital of the Company to $24,530,000 (consisting of 122,650,000 Shares
of $0.20 nominal or par value each) by the cancellation of 57,350,000 Shares of
its authorized share capital which have not been subscribed or agreed to be
subscribed by any person thereby allowing 13,164,452 Shares being authorised
and unissued.


 


(xii)                             PCLN SUB
shall procure that one of the two Directors nominated by it shall resign from
his position as a Director, and shall vote its Shares or cause the other
Director nominated by it to approve the appointment of a person nominated by TH
to be a new Director.


 


(xiii)                          (A) The
Parties will enter into the Amended and Restated Securityholders’ Agreement,
(B) the Company and Priceline will enter into the Amended and Restated
Priceline Services Agreement and the Second Supplemental Priceline License
Agreement and (C) the Company and TH will enter into the Supplemental TH
Services Agreement.


 


(b)                                 Upon the
terms and subject to the conditions set forth in this Agreement, at the
Closing, the Company shall grant to TH the right to subscribe for, from time to
time on or prior to 31 March, 2004, up to 979,390 new Shares for cash at par
value  of $0.20 per share (the “Exercise
Price”) (or an aggregate purchase price of $195,878 for all of the TH Option
Shares) (the “TH Option”).


 


(c)                                  The Exercise
Price shall be subject to appropriate adjustment so as to protect the rights of
TH upon the occurrence on or after the date hereof of any stock dividend, stock
split, reverse split, recapitalization, reclassification, merger, combination,
consolidation or other similar transaction. 
Upon each occurrence of any event described in the immediately preceding
sentence, the Exercise Price in effect immediately prior to such event shall be
adjusted (and any other appropriate actions shall be taken by the Company), so
that TH, upon any exercise of the TH Option, shall be entitled to receive the
number of Shares or other property, including cash or securities, that TH would
have owned or would have been entitled to receive upon or by reason of any of
the events described above, had the 


 


8

















 


TH
Option been exercised immediately prior to the date of such event, or if such
event has a record date, then the record date applicable to such event.  An adjustment made pursuant to the
immediately preceding sentence shall become effective retroactively to the
close of business on the day upon which such event is effected.


 


(d)                                 TH and PCLN
SUB hereby grant their approval pursuant to Section 3.07 of the
Securityholders’ Agreement (as supplemented by the Supplemental
Securityholders’ Agreement) for each of the transactions contemplated under
Section 2.1(a), (b) and (c) above.


 


Section 2.2.                                   Closing.


 


(a)                                  Upon the
terms and subject to the conditions set forth in this Agreement, the
transactions provided for in Section 2.1 shall take place at a closing (the “Closing”) to be held at 8:00 a.m., Hong
Kong time, on the date hereof.  The Closing
shall take place simultaneously at the offices of Baker & McKenzie located
at Hutchison House, 14th Floor, 10 Harcourt Road, Hong Kong and
Blank Rome LLP located at One Logan Square, Philadelphia, Pennsylvania, United
States of America.  The date on which
the Closing actually occurs is referred to herein as the “Closing Date”.


 


(b)                                 The
transactions contemplated by this Agreement and the Ancillary Agreements (the “Transactions”) are intended by the
Parties to be consummated substantially simultaneously; and if any of the
Transactions is not consummated on the Closing Date in accordance with the
terms and subject to the conditions set forth herein, then each Party shall
take, or cause to be taken, all actions, and do, or cause to be done, all
things, in each case, that are necessary to dissolve and invalidate all
Transactions; provided, however, that no provision hereof is intended to
relieve any Party of its liability, or in any way preclude or limit the rights
or remedies of any other Party, in each case, in connection with any breach of
this Agreement by any Party.


 


Section 2.3.                                   Closing
Deliveries by the Company.  At
the Closing, the Company shall deliver to TH and PCLN SUB:


 


(a)                                  in the case
of TH, the TH Shares, the New TH Shares and the TH Services Shares; and in the
case of PCLN SUB, the PCLN Shares and the Priceline Shares;


 


(b)                                 the
agreements and documents listed in Exhibit A, in each case, duly
executed by a duly authorized officer of each party indicated in such Exhibit;
and


 


(c)                                  a true and
correct copy of a certificate of a Director of the Company certifying as to (i)
the resolutions duly and validly adopted by its Board of Directors or its
shareholders (as appropriate), evidencing (A) in the case of TH, the issuance
of the TH Conversion Shares, the TH Shares, the New TH Shares and the TH
Services Shares and the re-purchase of TH Exchange Shares; and in the case of
PCLN SUB, the issuance of the PCLN Conversion Shares, the PCLN Shares and the
Priceline Shares and the re-purchase of the PCLN Exchange Shares; (B) the
Sub-division and the increase in the authorized share capital of the Company to
$36,000,000 and the subsequent decrease in the authorized share capital of the
Company to $24,530,000 (consisting of 122,650,000 Shares of $0.20 nominal 


 


9

















 


or
par value each), by the cancellation of 57,350,000 Shares of the Company’s
authorized share capital which have not been subscribed or agreed to be
subscribed by any person; (C) the authorization of the grant of the TH Option
and any subsequent issue of the TH Option Shares pursuant thereto, and the
reduction of the conversion price for the TH Convertible Note and the PCLN SUB
Convertible Note pursuant to this Agreement; and (D) the authorization of the
execution and delivery of this Agreement and each agreement and document listed
in Exhibit A to which it is a party and the consummation of the
transactions contemplated hereby and thereby, and (ii) the incumbency and
specimen signature of each officer of the Company executing this Agreement and
each agreement and document listed in Exhibit A to which it is a party,
and any other document delivered in connection herewith.


 


Section 2.4.                                   Closing
Deliveries by TH.  At the Closing, TH shall
deliver:


 


(a)                                  to each of the
Company and PCLN SUB the agreements and documents listed in Exhibit B,
in each case duly executed by a duly authorized officer  of each party indicated in such Exhibit; and


 


(b)                                 to each of
the Company and PCLN SUB, a true and correct copy of a certificate of a
Director of each of A. S. Watson and TH certifying as to (i) the resolutions
duly and validly adopted by its Board of Directors, evidencing the
authorization of the execution and delivery of such of this Agreement and each
agreement and document listed in Exhibit B to which it is a party, and
the consummation of the transactions contemplated hereby and thereby, and (ii)
the incumbency and specimen signature of each officer of TH or A.S. Watson, as
the case may be, executing this Agreement and each agreement and document
listed in Exhibit B to which it is a party, and any other document
delivered by it in connection therewith.


 


Section 2.5.                                   Closing
Deliveries by PCLN SUB.  At
the Closing, PCLN SUB shall deliver:


 


(a)                                  to the
Company and TH, the agreement and documents listed in Exhibit C, in each
case, duly executed by a duly authorized officer of each party indicated in
such Exhibit; and


 


(b)                                 a true and
correct copy of a certificate of the Secretary of each of PCLN SUB and
Priceline certifying as to (i) the resolutions duly and validly adopted by its
Board of Directors evidencing the authorization of the execution and delivery
of this Agreement and each agreement and document listed on Exhibit C to
which it is a party and the consummation of the transactions contemplated
hereby and thereby and (ii) the incumbency and specimen signature of each
officer of PCLN SUB or Priceline, as the case may be, executing this Agreement
and each agreement and document listed on Exhibit C to which it is a
party, and any other document delivered in connection herewith.


 


Section 2.6.                                   Further
Assurances. Each of the Company, TH and PCLN SUB shall use its reasonable
efforts to take, or cause to be taken, all appropriate action, and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws to consummate and make effective the transactions contemplated hereunder,
including using reasonable efforts to obtain all licenses, permits, consents,
approvals, authorizations, qualifications and orders of competent governmental
entities.  Without limiting the
generality of the foregoing, each of the Company, TH and PCLN SUB shall, when
required in order to 


 


10

















 


effect
the transactions contemplated hereunder, make all necessary filings, and
thereafter make any other required or appropriate submissions and shall supply
as promptly as practicable to the appropriate governmental entity any
additional information and documentary material that may be requested.  Each of the Company, TH and PCLN SUB shall
cooperate with the other when required in order to effect the transactions
contemplated hereunder.


 


Section 2.7.                                   Exercise of
TH Option.  TH shall provide to the
Company and PCLN SUB at least five (5) Business Days’ prior written notice of
any exercise of the TH Option, indicating the number of TH Option Shares TH
intends to subscribe for and the date on which such subscription shall be
made.  On the date of any such exercise,
TH shall deliver to the Company, by wire transfer of immediately available
funds to an account specified by the Company, cash in an amount equal to the
Exercise Price prevailing at the time multiplied by the number of TH Option
Shares being purchased, and the Company shall (i) issue and allot to TH the TH
Option Shares being subscribed for, such shares shall  be issued as fully paid and shall be free from any Encumbrance,
and (ii) deliver to TH, a share certificate or share certificate(s) as may be
requested by TH representing the TH Option Shares being subscribed for.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents and warrants to TH and
PCLN SUB as follows:


 


Section 3.1.                                   Organization.  The Company is a company duly incorporated,
validly existing and in good standing under the laws of the Cayman Islands.


 


Section 3.2.                                   Corporate
Authority and Due Authorization.


 


(a)                                  The Company
has full power and authority to execute, deliver and perform this Agreement;
and


 


(b)                                 This
Agreement has been duly and validly authorized, executed and delivered by the
Company and constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except that (i)
the enforceability hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect affecting
creditors’ rights and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to certain equitable
defenses and to the discretion of the court before which any proceedings
therefor may be brought.


 


Section 3.3.                                   Share
Capital of Company.  As of the Closing, after
giving effect to the Transactions, the authorized share capital of the Company
shall be $24,530,000 divided into 122,650,000 Shares, and the outstanding
issued share capital of the Company shall consist of 109,485,548 Shares and (i)
there are no other outstanding Shares or other securities of the Company, (ii)
except for the Warrants and the TH Option, no subscription, warrant, option,
convertible security or other right (contingent or otherwise) to purchase or
otherwise acquire, directly or indirectly, any Shares or other securities of
the Company is 


 


11

















 


authorized
or outstanding, (iii) except for the Participation Warrant Agreement, there is
no commitment or offer of the Company to issue any such subscription, warrant,
option, convertible security or other such right or to issue or distribute to
holders of any Shares or other securities any evidences of indebtedness or
assets of the Company, and (iv) the Company has no obligation (contingent or
otherwise) to purchase, redeem or otherwise acquire, directly or indirectly,
any Shares or other securities or any interest therein or to pay any dividend
or make any other distribution in respect thereof.


 


Section 3.4.                                   No Conflict.  Assuming that all consents, approvals,
authorizations, orders, other actions, filings and notifications described in
Section 3.5 have been obtained, and save and except in relation to the
Securityholders’ Agreement (as amended) the compliance with which is hereby
expressly waived, the execution, delivery and performance of this Agreement by
the Company does not and will not (i) violate, conflict with or result in the
breach of any provision of its organizational documents, (ii) conflict with or
violate any law, governmental regulation or governmental order applicable to it
or any of its assets, properties or businesses or (iii) conflict with, result
in any breach of, constitute a default (or event which, with the giving of
notice or lapse of time, or both, would become a default) under, require any
consent under, or give to others any rights of termination, amendment,
acceleration, suspension, revocation or cancellation of, or result in the
creation of any Encumbrance on any of the Company’s assets or properties
pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease,
sublease, license, permit, franchise or other instrument or arrangement to
which the Company is a party or by which any of its assets or properties is
bound or affected.


 


Section 3.5.                                   Governmental
Consents and Approvals.  The
execution, delivery and performance of this Agreement by the Company does not
and will not require any consent, approval, authorization or other order of,
action by, filing with or notification to, any governmental authority, other
than such, the failure of which to obtain or make would not, individually or in
the aggregate, have a Material Adverse Effect on the Company, TH or PCLN SUB.


 


Section 3.6.                                   Compliance
with Laws.  The Company is in
compliance with all requirements of applicable law and all orders issued by any
court or governmental authority against the Company in all respects, except to
the extent that the failure to comply with such requirements of law or orders
would not, individually or in the aggregate, have a Material Adverse Effect on
the Company, TH or PCLN SUB.


 


Section 3.7.                                   Litigation
and Governmental Proceedings. 
There is no litigation or governmental or administrative proceeding or
investigation pending or, to the knowledge of the Company, threatened against
the Company or any officer, director or employee, nor has there occurred any
event, nor does there exist any condition on the basis of which any such claim
may be asserted against the Company, except for litigation, proceedings,
investigations, events and claims which would not, individually or in the
aggregate, have a Material Adverse Effect on the Company, TH or PCLN SUB.


 


Section 3.8.                                   Brokers.  No Person is entitled to any brokerage,
finder’s or other fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
the Company.


 


12

















 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF TH


 


TH represents and warrants to the Company and
PCLN SUB as follows:


 


Section 4.1.                                   Organization. TH is a
corporation duly organized, validly existing and in good standing under the
laws of the British Virgin Islands.


 


Section 4.2.                                   Corporate
Authority.


 


(a)                                  TH has full
power and authority to execute, deliver and perform this Agreement; and


 


(b)                                 This
Agreement has been duly and validly authorized, executed and delivered by TH
and constitutes a valid and binding obligation of TH, enforceable against TH in
accordance with its terms, except that (i) the enforceability hereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting creditors’ rights and (ii) the remedy
of specific performance and injunctive and other forms of equitable relief may
be subject to certain equitable defenses and to the discretion of the court
before which any proceedings therefor may be brought.


 


Section 4.3.                                   No Conflict.  Assuming that all consents, approvals,
authorizations, orders, other actions, filings and notifications described in
Section 4.4 have been obtained, and save and except in relation to the
Securityholders’ Agreement (as amended) the compliance with which is hereby
expressly waived, the execution, delivery and performance of this Agreement by
TH does not and will not (i) violate, conflict with or result in the breach of
any provision of its organizational documents, (ii) conflict with or violate
any law, governmental regulation or governmental order applicable to TH or any
of its assets, properties or businesses or (iii) conflict with, result in any
breach of, constitute a default (or event which, with the giving of notice or
lapse of time, or both, would become a default) under, require any consent
under, or give to others any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, or result in the creation of any
Encumbrance on any of TH’s assets or properties pursuant to, any note, bond,
mortgage or indenture, contract, agreement, lease, sublease, license, permit,
franchise or other instrument or arrangement to which TH is a party or by which
any of its assets or properties is bound or affected.


 


Section 4.4.                                   Governmental
Consents and Approvals.  The
execution, delivery and performance of this Agreement by TH does not and will
not require any consent, approval, authorization or other order of, action by,
filing with or notification to, any governmental authority other than such, the
failure of which to obtain or make would not, individually or in the aggregate,
have a Material Adverse Effect on the Company, TH or PCLN SUB.


 


Section 4.5.                                   Brokers.  No Person is entitled to any brokerage,
finder’s or other fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
TH.


 


13

















 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES OF PCLN SUB


 


PCLN SUB represents and warrants to the
Company and TH as follows:


 


Section 5.1.                                   Organization. PCLN SUB
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware, United States of America.


 


Section 5.2.                                   Corporate Authority.


 


(a)                                  PCLN SUB has
full power and authority to execute, deliver and perform this Agreement; and


 


(b)                                 This
Agreement and the Ancillary Agreements have been duly and validly authorized,
executed and delivered by PCLN SUB and constitute valid and binding obligations
of PCLN SUB, enforceable against PCLN SUB in accordance with their respective
terms, except that (i) the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect affecting creditors’ rights and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to certain equitable defenses and to the discretion of the court before which
any proceedings therefor may be brought.


 


Section 5.3.                                   No Conflict.  Assuming that all consents, approvals,
authorizations, orders, other actions, filings and notifications described in
Section 5.4 have been obtained, and save and except in relation to the
Securityholders’ Agreement (as amended) the compliance with which is hereby
expressly waived , the execution, delivery and performance of this Agreement by
PCLN SUB does not and will not (i) violate, conflict with or result in the
breach of any provision of its organizational documents, (ii) conflict with or
violate any law, governmental regulation or governmental order applicable to
PCLN SUB or any of its assets, properties or businesses or (iii) conflict with,
result in any breach of, constitute a default (or event which, with the giving
of notice or lapse of time, or both, would become a default) under, require any
consent under, or give to others any rights of termination, amendment,
acceleration, suspension, revocation or cancellation of, or result in the
creation of any Encumbrance on any of PCLN SUB’s assets or properties pursuant
to, any note, bond, mortgage or indenture, contract, agreement, lease,
sublease, license, permit, franchise or other instrument or arrangement to
which PCLN SUB is a party or by which any of its assets or properties is bound
or affected.


 


Section 5.4.                                   Governmental
Consents and Approvals.  The
execution, delivery and performance of this Agreement by PCLN SUB does not and
will not require any consent, approval, authorization or other order of, action
by, filing with or notification to, any governmental authority other than such,
the failure of which to obtain or make would not, individually or in the
aggregate, have a Material Adverse Effect on the Company, TH or PCLN SUB.


 


Section 5.5.                                   Brokers.  No Person is entitled to any brokerage,
finder’s or other fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
PCLN SUB.


 


14

















 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.1.                                   Specific
Performance.  The Parties acknowledge and
agree that in the event of any breach of this Agreement, the non-breaching
Party would be irreparably harmed and could not be made whole solely by
monetary damages.  The Parties hereby
agree that in addition to any other remedy to which any Party may be entitled
at law or in equity, to the extent permitted by applicable law, the Parties
shall be entitled to obtain an injunction or compel specific performance of
this Agreement in any action instituted in any Court.


 


Section 6.2.                                   Interpretation.  The headings and captions in this Agreement
are for convenience of reference only and shall not control or affect the
meaning or construction of any provisions hereof.  When used in this Agreement, (i) the word “dollar” and the symbol “$” shall refer to the lawful currency of
the United States of America and (ii) the words “including” and “include”
shall be deemed followed by the words “without limitation.”


 


Section 6.3.                                   Notices.  All notices and other communications
required or permitted to be given hereunder shall be in writing and shall be
(a) delivered by hand, (b) delivered by a reputable commercial overnight
delivery service or (c) transmitted by facsimile, in each case, sent to the
address or telecopier number set below. 
Such notices shall be effective: 
(i) in the case of hand deliveries, when received; (ii) in the case of
an overnight delivery service, when received; and (iii) in the case of
facsimile transmission, when electronic confirmation of receipt is received by
the sender.  Any Party may change its
address and telecopy number by written notice to the other Party in accordance
with this provision, provided that such notice shall be effective only upon
receipt.


 


If to the Company, to:


 


Hutchison-Priceline Limited

Suite 408, 4th Floor, Lincoln House

Taikoo Place

979 King’s Road

Hong Kong

Telecopy:                                           (852)
3192-0777

Attention:                                         Chief
Executive Officer


 


with a copy to:


 


priceline.com Incorporated

800 Connecticut Avenue

Norwalk, Connecticut 06854

U.S.A.

Telecopy:                                           (1)
203-299-8915

Attention:                                         General
Counsel


 


15

















 


If to TH, to:


 


Trio Happiness Limited

P.O. Box 957

Offshore Incorporation Centre

Road Town, Tortola

The British Virgin Islands

Telecopy:                                           (852)
2693-4404

Attention:                                         Managing
Director


 


with copies to:


 


A.S. Watson & Company, Limited, at:


 


(1)                                Watson House

1-5 Wo Liu Hang Road

Fo Tan, Shatin

New Territories

Hong Kong

Telecopy:                                           (852)
2693-4404

Attention:                                         Managing
Director


 


(2)                                  22/F,
Hutchison House,

10 Harcourt Road,

Hong Kong

Telecopy: (852) 2128 1778

Attention: The Company Secretary


 


if to PCLN SUB, to:


 


PCLN ASIA, INC.

c/o priceline.com Incorporated

800 Connecticut Avenue

Norwalk, Connecticut 06854

U.S.A.

Telecopy:                                           (1)
203-299-8915

Attention:                                         General
Counsel


 


with a copy to:


 


priceline.com Incorporated

800 Connecticut Avenue

Norwalk, Connecticut 06854

U.S.A.

Telecopy:                                           (1)
203-299-8915

Attention:                                         General
Counsel


 


with a copy to:


 


Blank Rome LLP


One Logan Square


 


16

















 


Philadelphia, Pennsylvania 19103


U.S.A.


Telecopy: 
(214) 832-5479


Attention: 
Ronald Fisher


 


Section 6.4.                                   Governing
Law; Forum; Service of Process. 
This Agreement shall be governed by and construed in accordance with the
laws of England and Wales (without giving effect to conflicts of law
principles) as to all matters, including validity, construction, effect,
performance and remedies of and under this Agreement.  Venue in any and all suits, actions and proceedings between or
among any of the Parties hereto and relating to the subject matter of this
Agreement shall be in the courts located in and for England and Wales (the “Courts”), which shall have exclusive
jurisdiction for such purpose, and each of the Company, TH and PCLN SUB hereby
irrevocably submits to the exclusive jurisdiction of such Courts and
irrevocably waives the defense of an inconvenient forum to the maintenance of
any such suit, action or proceeding. 
Service of process may be made in any manner recognized by such Courts.  Each of the Parties hereby irrevocably
waives its right to a jury trial arising out of any dispute in connection with
this Agreement or the transactions contemplated hereby.


 


Section 6.5.                                   Severability.  The invalidity, illegality or
unenforceability of one or more of the clauses or provisions of this Agreement
in any jurisdiction shall not affect the validity, legality or enforceability
of the remainder of this Agreement in such jurisdiction or the validity,
legality or enforceability of this Agreement, including any such clause or
provision in any other jurisdiction, it being intended that all rights and
obligations of the Parties hereunder shall be enforceable to the fullest extent
permitted by law.


 


Section 6.6.                                   Successors;
Assigns; Third-Party Beneficiaries. 
This Agreement is intended solely for the benefit of the Parties hereto
and their successors and permitted assigns, and does not confer any rights or
remedies, whether legal or equitable, on any other third person or entity, and
no person who is not for the time being a party to this Agreement shall have
any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Agreement; provided, however, that no Party may
assign any of its rights, duties or obligations hereunder without the prior
written consent of the other Party.


 


Section 6.7.                                   Amendment.  This Agreement may not be amended, modified
or supplemented unless such modification is in writing and signed by the
Parties hereto.


 


Section 6.8.                                   Waiver.  No waiver (whether express or implied) of
any default or breach of or by any Party to this Agreement shall be effective
unless evidenced by a writing signed by the Party against which such waiver is
sought to be enforced.  No such waiver
for any purpose shall constitute a waiver of any other or subsequent default or
breach, or for any other purpose.


 


Section 6.9.                                   Counterparts.  This Agreement may be executed in
counterparts, which may be delivered by facsimile transmission, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.


 


Section 6.10.                             Entire
Agreement.  This Agreement, together
with the Ancillary Agreements, constitutes the entire agreement and
understanding of the Parties 


 


17

















 


hereto
in respect of the subject matter contained herein, and there are no
restrictions, promises, representations, warranties, covenants, conditions or
undertakings with respect to the subject matter hereof, other than those
expressly set forth or referred to herein. 
All other agreements between or among the Parties that are not being
amended or otherwise modified in connection with the Transactions shall remain
in full force and effect in accordance with their respective terms.


 


– Signature
Page Follows –


 


18

















 


IN WITNESS WHEREOF, the Parties hereto have
caused this Restructuring Agreement to be duly executed and delivered by their
respective signatories hereunto duly authorized as of the date first above
written.


 


 


	
   

  	
  HUTCHISON-PRICELINE LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Wade

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Ian Wade

  	
   

  
	
   

  	
   

  	
   

  	
  Title: 
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIO HAPPINESS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin So

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Martin So

  	
   

  
	
   

  	
   

  	
   

  	
  Title: 
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PCLN ASIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch Truwit

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Mitch Truwit

  	
   

  
	
   

  	
   

  	
   

  	
  Title: 
  President

  	
   

  



 


 


Agreed and acknowledged as to Section
2.1(a)(vi)


 


PRICELINE.COM INCORPORATED


 


	
  By:

  	
  /s/ Robert J. Mylod

  	
   

  	
   

  
	
   

  	
  Name: 
  Robert Mylod

  	
   

  	
   

  
	
   

  	
  Title: 
  CFO

  	
   

  	
   

  
					



 


19

















 


Exhibit A


 


1.                                       Amended and
Restated Securityholders’ Agreement duly executed by the Company.


 


2.                                       Amended and
Restated Priceline Services Agreement duly executed by the Company.


 


3.                                       Second
Supplemental Priceline License Agreement duly executed by the Company.


 


4.                                       Supplemental
TH Services Agreement duly executed by the Company.


 


5.                                       Share
certificate representing the PCLN Shares.


 


6.                                       Share
certificate representing the TH Shares.


 


7.                                       Share
certificate representing the Priceline Shares.


 


8.                                       Share
certificate representing the TH Services Shares.


 


9.                                       Share
certificate representing the New TH Shares.


 


10.                                 TH
Subscription Letter duly executed by the Company.


 


11.                                 PCLN
Subscription Letter duly executed by the Company.


 


A-1

















 


Exhibit B


 


1.                                       Amended and
Restated Securityholders’ Agreement duly executed by TH.


 


2.                                       Supplemental
TH Services Agreement duly executed by TH.


 


3.                                       A.S. Watson
Confirmation duly executed by A.S. Watson.


 


4.                                       Cancelled TH
Convertible Note.


 


5.                                       TH
Subscription Letter duly executed by TH.


 


B-1

















 


Exhibit C


 


1.                                       Amended and
Restated Securityholders’ Agreement, duly executed by PCLN SUB.


 


2.                                       Amended and
Restated Priceline Services Agreement, duly executed by Priceline.


 


3.                                       Second
Supplemental Priceline License Agreement, duly executed by Priceline.


 


4.                                       Priceline
Confirmation, duly executed by Priceline.


 


5.                                       Cancelled
Convertible Note.


 


6.                                       PCLN
Subscription Letter duly executed by PCLN SUB.


 


C-1

















 


Exhibit D


 


Form of Confirmation
of A. S. Watson


 


[Letterhead of A. S. Watson]


 


To:                              Hutchison-Priceline
Limited

PCLN ASIA, INC.


 


[·] 2003


 


 


Dear Sirs,


 


Guaranty dated 27 June 2000
in relation to a


Securityholders’ Agreement
dated 27 June 2000 (as amended);


Amended and Restated
Securityholders’ Agreement dated [·] 2003


 


We refer to:


 


(a)                                  a
securityholders’ agreement dated 27 June 2000 made between yourselves and Trio
Happiness Limited (“TH”), which
was supplemented by a supplemental agreement dated 15 February 2001
(collectively the “Securityholders’ Agreement”);


 


(b)                                 our guaranty
(the “Guaranty”) dated 27 June
2000 in favour of yourselves;


 


(c)                                  an amended
and restated securityholders’ agreement (the “Amended
and Restated Securityholders’ Agreement”) dated [·] 2003 and made
between each of the parties to the Securityholders’ Agreement.


 


Terms defined in the Amended and Restated
Securityholders’ Agreement shall have the same meanings when used herein.


 


In consideration of the Company and PCLN SUB
agreeing to amend and restate the Securityholders’ Agreement on the terms set
out in the Amended and Restated Securityholders’ Agreement, we hereby confirm
our consent to the terms of the Amended and Restated Securityholders’ Agreement
and to the amendments to the Securityholders’ Agreement to be effected pursuant
thereto.


 


We hereby confirm and undertake that our
obligations under the Guaranty continue in full force and effect, and are not
and will not be affected, discharged or varied by the execution of the Amended
and Restated Securityholders’ Agreement, save that, with effect from the date
of the Amended and Restated Securityholders’ Agreement, references in the
Guaranty to the Securityholders’ Agreement shall be deemed to be references to
the Amended and Restated Securityholders’ Agreement.  We further confirm that our obligations under the Guaranty shall,
with effect from the date of the Amended and Restated Securityholders’
Agreement, 


 


D-1

















 


extend in all respects to the obligations of
TH under the Amended and Restated Securityholders’ Agreement.


 


This letter is governed by the laws of Hong
Kong and should be construed accordingly.


 


Yours faithfully,


for and on behalf of


A.S. WATSON & COMPANY,
LIMITED


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


D-2

















 


Exhibit E


 


Form of Confirmation
of Priceline


 


[Letterhead of Priceline]


 


To:                              Hutchison-Priceline
Limited

Trio Happiness Limited


 


[·] 2003


 


Dear Sirs,


 


Guaranty dated 27 June 2000
in relation to a


Securityholders’ Agreement
dated 27 June 2000 (as amended);


Amended and Restated
Securityholders’ Agreement dated [·] 
2003


 


We refer to:


 


(a)                                  a
securityholders’ agreement dated 27 June 2000 made between yourselves and PCLN
ASIA, INC. (“PCLN SUB”), which was
supplemented by a supplemental agreement dated 15 February 2001 (collectively,
the “Securityholders’ Agreement”);


 


(b)                                 our guaranty
(the “Guaranty”) dated 27 June
2000 in favour of yourselves;


 


(c)                                  an amended
and restated securityholders’ agreement (the “Amended
and Restated Securityholders’ Agreement”) dated [·] 2003 and made
between each of the parties to the Securityholders’ Agreement.


 


Terms defined in the Amended and Restated
Securityholders’ Agreement shall have the same meanings when used herein.


 


In consideration of the Company and TH
agreeing to the amendment to the Securityholders’ Agreement on the terms set
out in the Amended and Restated Securityholders’ Agreement, we hereby confirm
our consent to the terms of the Amended and Restated Securityholders’  Agreement and to the amendments to the
Securityholders’ Agreement to be effected pursuant thereto.


 


We hereby confirm and undertake that our
obligations under the Guaranty continue in full force and effect, and are not
and will not be affected, discharged or varied by the execution of the Amended
and Restated Securityholders’ Agreement, save that, with effect from the date
of the Amended and Restated Securityholders’ Agreement, references in the
Guaranty to the Securityholders’ Agreement shall be deemed to be references to
the Amended and Restated Securityholders’ Agreement.  We further confirm that our obligations under the Guaranty shall,
with effect from the date of the Amended and Restated Securityholders’
Agreement, 


 


E-1

















 


extend in all respects to the obligations of
PCLN SUB under the Amended and Restated Securityholders’ Agreement.


 


This letter is governed by the laws of the
State of New York and should be construed accordingly.


 


Yours faithfully,


for and on behalf of


PRICELINE.COM INCORPORATED


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


E-2