General Atlantic LLC – ‘SC 13D/A’ on 2/9/00 re: Priceline Group Inc. – EX-7

On:  Wednesday, 2/9/00   ·   Accession #:  950142-0-122   ·   File #:  5-56083

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D/A - Amendment No. 3                      11     43K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,      1      8K 
                          Liquidation or Succession                              
 3: EX-3        Articles of Incorporation/Organization or By-Laws      1      8K 
 4: EX-4        Instrument Defining the Rights of Security Holders     1      8K 
 5: EX-5        Opinion re: Legality                                   1      8K 
 6: EX-6        Opinion re: Discount on Capital Shares                 1      8K 
 7: EX-7        Opinion re: Liquidation Preference                     1      8K 

EX-7   —   Opinion re: Liquidation Preference

741503106                                                    Page 17 of 17 Pages

                                                                       EXHIBIT 7

                                                                February 7, 2000

General Atlantic Partners 48, L.P.                                              
General Atlantic Partners 50, L.P.                                              
GAP Coinvestment Partners, L.P.                                                 
c/o General Atlantic Service Corporation                                        
3 Pickwick Plaza                                                                
Greenwich, CT  06380                                                            

Ladies and Gentlemen:                                                           

           In separate letters dated January 10, 2000, each of you agreed to
extend the restrictions on your right to sell, dispose or engage in certain     
other transactions in the common stock and common stock equivalents of          
priceline.com Incorporated through the period ending on May 8, 2000. At the same
time, in those separate letters, we agreed to an immediate release for sale of a
total of 5,000,000 shares of common stock of priceline.com by you collectively  
as specified in those letters. In addition, we agreed that beginning on February
8, 2000 each of you would be permitted to sell, distribute, transfer or dispose 
of up to 15% of the remaining shares of common stock of priceline.com you each  
owned after giving effect to the sale of the 5,000,000 shares of common stock of
priceline.com permitted by the January 10 releases.                             

        We now agree that you may reallocate the sales, distributions,
transfers and dispositions that are permitted beginning on February 8, 2000     
among yourselves so long as the aggregate number of shares to be sold,          
distributed, transferred and disposed by you collectively does not exceed 15% of
the aggregate number of remaining shares of common stock of priceline.com that  
you collectively own after giving effect to the sale of the 5,000,000 shares    
permitted by the January 10 releases.                                           

                   Very truly yours,

                            By: /s/ William J. Sanders
                                ----------------------
                            William J. Sanders
                           Managing Director

Dates Referenced Herein

This ‘SC 13D/A’ Filing		Date		Other Filings
		5/8/00		None on these Dates
Filed on:		2/9/00
		2/8/00
		2/7/00
		1/10/00
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