Priceline 2010 Annual Report Download - page 190

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INDEX TO EXHIBITS
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember
they are included to provide you with information regarding their terms and are not intended to provide any other
factual or disclosure information about the Company or the other parties to the agreements. The agreements contain
representations and warranties by each of the parties to the applicable agreement. These representations and
warranties have been made solely for the benefit of the other parties to the applicable agreement and:
x should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the
risk to one of the parties if those statements prove to be inaccurate;
x have been qualified by disclosures that were made to the other party in connection with the negotiation of
the applicable agreement, which disclosures are not necessarily reflected in the agreement;
x may apply standards of materiality in a way that is different from what may be viewed as material to you or
other investors; and
x were made only as of the date of the applicable agreement or such other date or dates as may be specified in
the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they
were made or at any other time. Additional information about the Company may be found elsewhere in this Annual
Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s
website at http://www.sec.gov.
Exhibit
Number Description
2.1m Share Sale and Purchase Agreement, dated July 14, 2005 by and between the Registrant, ACME Limited
and Blue Sky Investments B.V.
2.2o Articles of Association of priceline.com International Limited, as amended.
3.1a Amended and Restated Certificate of Incorporation of the Registrant.
3.2b Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 13, 2003.
3.3jj Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 3, 2009.
3.4 Amended and Restated By-Laws of the Registrant.
4.1 Reference is hereby made to Exhibits 3.1, 3.2 and 3.3.
4.2a Specimen Certificate for Registrant’s Common Stock.
4.3a Amended and Restated Registration Rights Agreement, dated as of December 8, 1998, among the
Registrant and certain stockholders of the Registrant.
4.4b Registration Rights Agreement, dated as of August 1, 2003, among the Registrant and the initial
purchasers named therein.
4.5b Indenture, dated as of August 1, 2003, between the Registrant and American Stock Transfer & Trust
Company, as Trustee (including the form of note contained therein).
4.6b Supplemental Indenture, dated as of October 22, 2003, between the Registrant and American Stock
Transfer & Trust Company, as Trustee.
4.7d Second Supplemental Indenture, dated as of December 13, 2004, between the Registrant and American
Stock Transfer & Trust Company, as Trustee.
4.8c Registration Rights Agreement, dated as of June 28, 2004, among priceline.com Incorporated and the
initial purchasers named therein.
4.9c Indenture, dated as of June 28, 2004, between the Registrant and American Stock Transfer & Trust
Company, as Trustee (including the form of note contained therein).
4.10d First Supplemental Indenture, dated as of December 13, 2004, between the Registrant and American
Stock Transfer & Trust Company, as Trustee.
4.11b Certificate of Designation, Preferences and Rights of Series A Convertible Redeemable PIK Preferred
Stock of the Registrant.
4.12b Certificate of Designation, Preferences and Rights of Series B Redeemable Preferred Stock of the
Registrant.
4.13u Indenture, dated as of September 27, 2006, between priceline.com Incorporated and American Stock
Transfer and Trust Company, as Trustee.
4.14u Registration Rights Agreement, dated as of September 27, 2006, between priceline.com Incorporated
and Goldman Sachs & Co., as representative of the Initial Purchasers.