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Published on 10/24/2006 in the Prospect News Convertibles Daily.

Priceline.com sets make-whole payment, ups fee in net share settlement exchange for 1%, 2% convertibles

By Jennifer Chiou

New York, Oct. 24 - Priceline.com Inc. announced an increase in the fee for its $100 million of 2.25% convertible senior notes due 2025 in an exchange offer for both the 2.25% notes and its $125 million of 1% convertible senior notes due 2010.

For the 2.25% convertibles, Priceline.com will now pay an exchange fee of $3.50, augmented from $2.50, per $1,000 principal amount.

There will be no exchange fee for the 1% convertibles.

The new 1% notes will have a make-whole premium (see table below) payable in some circumstances upon conversions as a result of a change in control.

The new notes will be substantially the same as the old notes, except for a net share settlement feature requiring the company to settle all conversions for cash and, in certain circumstances, cash and shares of Priceline.com stock.

The company is offering to exchange an equal amount of new notes with the same coupon and maturity for the old notes.

The expiration deadline is midnight ET on Nov. 6. The offers began on Oct. 10.

The Norwalk, Conn.-based online travel agency

D.F. King & Co., Inc. is the information agent (call collect 212 269-5550 or 888 886-4425).

Make-whole premium for new 1% notes

Stock Price

Effective date of fundamental change

$35.00$40.00$45.00$50.00$55.00$60.00$65.00$70.00$75.00$100.00
Nov. 7, 20063.773.773.002.151.571.160.870.650.500.16
Feb. 1, 20073.773.772.801.961.401.010.740.550.410.12
Aug. 1, 20073.773.522.261.470.970.650.450.310.220.06
Feb. 1, 20083.772.641.440.780.420.240.140.090.060.02
Aug. 1, 20083.570.000.000.000.000.000.000.000.000.00

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