Exhibit
10.6


 


December 5, 2005


 


 


priceline.com Incorporated


800 Connecticut Avenue


Norwalk, CT  
06854


Attention: Robert J. Mylod


 


Gentlemen:


 


This letter (the “Warrant
Repurchase Agreement”) sets forth the terms of 
our  agreement  with 
respect to your repurchase from us of the warrants (the “Warrants”) to
purchase shares of common stock of priceline.com Incorporated, a Delaware
corporation (the “Company”),  issued to
Marriott International, Inc., a Delaware corporation (“MII”), pursuant to the
Warrant Agreement dated as of March 17, 2003, between the Company and MII, as
amended pursuant to the Certificate as to Warrant Adjustments dated as of June
20, 2003 (collectively, the “Warrant Agreement”). Following the triggering of
certain adjustment provisions, the Warrants relate to the right to purchase up
to 833,333 shares of the Company’s common stock at an Exercise Price of $9.84
per share.  Capitalized terms used but
not defined herein shall have the meanings assigned thereto in the Warrant
Agreement.


 


1.       Repurchase
of the Warrant; Consideration.  On
the terms and subject to the conditions set forth herein, MII hereby agrees to
the repurchase by the Company, without replacement, of the Warrants, effective
as of the Closing, as defined below.  In
consideration of such repurchase, the Company agrees to pay an amount to MII at
the Closing in cash determined by multiplying (a) 833,333 by (b) the difference
between (i) the current fair market value of one share of Common Stock
determined in accordance with the Warrant Agreement on the trading day
immediately prior to the Closing Date and (ii) the Exercise Price (the “Closing
Consideration”).


 


2.       Closing.  The 
closing  of  the 
transactions  contemplated  by this letter  agreement 
shall take place at the offices of the Company at 10:00 a.m. Eastern
Standard Time on Monday,  December 5,
2005,  or at such other place and time as
the parties may hereafter agree in writing (the 
“Closing”).  At the Closing,


 


(a)  MII shall redeliver original copies of the Warrant
Agreement and the Certificate, free and clear of any claims or Encumbrances, to
the Company for cancellation;


 


(b)  The Company shall transmit the Closing
Consideration to MII by wire transfer of immediately available funds to such
account as MII shall have designated not less than 48 hours prior to the
Closing; and


 





















 


(c)  the Warrant Agreement shall be terminated and
have no further force or effect.


 


3.       Covenants.


 


(a)           The Company covenants and agrees that it shall not enter
into any agreement providing for a transaction that would result in a Change of
Control (as defined below) without making express provision for the Acquiror
(as defined below) to cause the Company to fully and timely  discharge its obligations hereunder, or for
the Acquiror to fully and timely discharge such 
obligations directly upon any default with respect thereto by the
Company.  The Company shall make MII a
designated third-party beneficiary of the foregoing undertaking by any
Acquiror.


 


(b)           The term “Change of Control” shall mean (A) any
acquisition by any person (including any individual or any corporation,
partnership or other entity) or group of persons acting in concert  (individually or collectively, an “Acquiror”)
of shares of common stock or other 
securities  of the Company
representing in the aggregate the right to cast a majority of votes for the
election of the board of directors or other governing body of the Company; or
(B) any acquisition by an Acquiror of assets of the Company constituting more
than 50% in fair market value of the total 
assets of the Company; or (C) any merger,  consolidation, recapitalization,  joint 
venture or other transaction 
pursuant to which any Acquiror acquires, directly or indirectly, the
right to cast a majority of votes for the election of the board of directors or
other governing body of the Company.


 


 4.      
Other Continuing Relationships. 
Neither anything herein nor the consummation of the transactions
contemplated hereby shall affect in any manner any existing agreements or
any  other business relationships between
the Company or its affiliates and MII or its affiliates including, without
limitation, the Amended and Restated Preferred Hotel Provider Agreement by and
between the Company and MII dated as of March 14, 2003, as the same may be
amended or restated (the “Preferred Agreement”).


 


5.       Representations And Warranties of the
Company.


 


Each of MII and the Company
hereby represents and warrants to the other as follows:


 


                (a)           Existence
and Power.  It (i) is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and (ii) has the corporate power and
authority to execute, deliver and perform its obligations under this Warrant
Repurchase Agreement.


 


                (b)           Authorization;
No Contravention.  The execution,
delivery and performance by it of this Warrant Repurchase Agreement and the
transactions contemplated hereby (i) have been duly authorized by all necessary
corporate action and (ii) do no contravene


 


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the terms of its Certificate of Incorporation
or By-laws, each as amended as of and through the Issue Date.


 


                (c)           Governmental
Authorization; Third-Party Consents. 
No approval, consent, compliance, exemption or authorization of any
governmental authority or agency, or of any other person or entity, is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, it of this Warrant Repurchase Agreement or the transactions
contemplated hereby.


 


                (d)           Binding
Effect.  This Warrant Repurchase
Agreement has been duly executed and delivered and constitutes a valid and
binding obligation, enforceable against it in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability (regardless of whether considered in a
proceeding at law or in equity).


 


6.       Miscellaneous.


 


                (a)           No
Consequential Damages.  No party
hereto shall be entitled to consequential damages as a result of any breach of
a covenant, representation or warranty contained herein.


 


                (b)           Notices.  All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopier,
courier service or personal delivery:


 


                                (i)            if
to the Company, to:


 


	
   

  	
   

  	
  priceline.com
  Incorporated

  
	
   

  	
   

  	
  800 Connecticut Avenue

  
	
   

  	
   

  	
  Norwalk, CT 06854

  
	
   

  	
   

  	
  Telecopy: (203) 299-8415

  
	
   

  	
   

  	
  Attention: General Counsel

  



 


 


                                (ii)           if
to MII, to:


 


	
   

  	
   

  	
  Marriott International,
  Inc.

  
	
   

  	
   

  	
  10400 Fernwood Road

  
	
   

  	
   

  	
  Bethesda, MD 20817

  
	
   

  	
   

  	
  Telecopy: (301) 380-1811

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to the same
  address:

  
	
   

  	
   

  	
  Telecopy: (301) 380-6727

  



 


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  Attention:

  	
  Assistant General Counsel,

  
	
   

  	
   

  	
   

  	
  Corporate Affairs and
  eCommerce

  
	
   

  	
   

  	
   

  	
  Dept. 52/923.23

  



 


All such notices and
communications shall be deemed to have been duly given when delivered by hand,
if personally delivered; when delivered by courier, if delivered by commercial
courier service; five (5) business days after being deposited in the mail,
postage prepaid, if mailed; and when receipt is mechanically acknowledged, if
telecopied.


 


                (c)           Successors;
Third Party Beneficiaries. This Warrant Repurchase Agreement shall inure to
the benefit of and be binding upon the successors of the parties hereto.  No person, other than the parties hereto and
their successors, is intended to be a beneficiary of this Warrant Agreement.


 


(d)           Amendment and Waiver.


 


                                                                (i)            No failure or delay on the part of the Company, or MII in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.  The remedies
provided for herein are cumulative and are not exclusive of any remedies that
may be available to the Company and MII at law, in equity or otherwise.


 


                                                                (ii)           Any amendment, supplement or modification of or to any
provision of this Warrant Repurchase Agreement, any waiver of any provision of
this Warrant Repurchase Agreement, and any consent to any departure by the
Company or MII from the terms of any provision of this Agreement, shall be
effective only if it is made or given in writing and signed by the Company and
the MII.


 


                (e)           Counterparts.  This Warrant Repurchase Agreement may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


                (f)            Headings.  The headings in this Warrant Repurchase
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


                (g)           GOVERNING
LAW.  THIS WARRANT REPURCHASE
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY
JURISDICTION.


 


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                (h)           Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair
the benefit of the remaining provisions hereof.


 


                (i)            Publicity.  Except as may be required by law, none of the
parties hereto shall issue a publicity release or public announcement or
otherwise make any disclosure concerning this Warrant Repurchase Agreement or
the transactions contemplated hereby, without prior approval by the other party
(which approval shall not be unreasonably withheld); provided, however,
that nothing in this Warrant Repurchase Agreement shall restrict either party
from disclosing information (a) that is already publicly available, (b) to its
attorneys, accountants, consultants and other advisors to the extent reasonably
necessary to obtain their services in connection with MII’s investment or
participation in the Company, (c) as required by law (including, without
limitation, the filing of a Form 8-K with the U.S. Securities and Exchange
Commission that may include a description and an electronic copy of this
Warrant Repurchase Agreement), and (d) to MII’s hotel owners and franchisees
participating in or benefiting from the MII’s reservation system or the Preferred
Agreement.  If any announcement is
required by law to be made by any party hereto concerning this Warrant
Agreement or the transactions contemplated hereby, prior to making such
announcement such party will deliver a draft of such announcement to the other
party and shall give the other party an opportunity to comment thereon.


 


                (j)            Saturdays,
Sundays, Holidays, Etc.  If the last
or appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or a legal holiday.


 


                (k)           Further
Assurances.  Each of the parties
shall execute such documents and perform such further acts (including, without
limitation, obtaining any consents, exemptions, authorizations or other actions
by, or giving any notices to, or making any filings with, any governmental
authority or any other person, and otherwise fulfilling, or causing the fulfillment
of, the various obligations made herein), as may be reasonably required or
desirable to carry out or to perform the provisions of this Warrant Repurchase
Agreement and to consummate and make effective as promptly as reasonably
possible the transactions contemplated by this Warrant Repurchase Agreement.


 


 


 


 


 


[signatures appear on following page]


 


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If the foregoing correctly
states your understanding of our agreement, please countersign this letter agreement
in the space provided below, whereupon this letter agreement shall constitute a
binding agreement between us, enforceable in accordance with its terms.


 


Very
truly yours,


 


 


	
  MARRIOTT INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard S. Hoffman

  	
   

  
	
   

  	
  Name:

  	
  Richard S. Hoffman

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
  Mergers, Acquisitions
  & Business Development

  
	
   

  	
   

  	
   

  
	
  Agreed and acknowledged as
  of the date first above written.

  
	
   

  	
   

  	
   

  
	
  PRICELINE.COM INCORPORATED

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert J. Mylod

  	
   

  
	
   

  	
  Name:

  	
  Robert J. Mylod

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
							



 


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