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Sample Business Contracts

Supplier Link Agreement - Orbitz LLC

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                                    FORM OF
                         ORBITZ SUPPLIER LINK AGREEMENT

     THIS AGREEMENT is made this ____ day of __________, ____ (the "Effective
Date"), by and between __________________, a corporation organized and existing
under the laws of _________ ("Airline"), and Orbitz LLC, a limited liability
company organized and existing under the laws of Delaware ("Orbitz").

     WHEREAS, Orbitz and Airline are parties to that certain Airline Charter
Associate Agreement dated ____________, as amended (the "Airline Charter
Associate Agreement"), and

     WHEREAS, the parties have determined that it would be to their mutual
benefit for Orbitz to connect to Airline's reservation system, and

     WHEREAS, Orbitz is willing to use reasonable business efforts to provide
such direct connections.

     NOW THEREFORE, the parties hereby agree as follows:

1.   DEFINITIONS

          The terms defined in this Section or elsewhere in this Agreement may
be used in the singular or plural, as the context requires. Terms not defined in
this Section One shall have the meanings set forth in the Specifications.

          1.1  AGENCY ORBITZ. "Agency Orbitz" means the products and services
               offered by Orbitz (its affiliates, successors or assigns), which
               are governed by the Airline Charter Associate Agreement and where
               Orbitz is the agent of record on the Ticket.

          1.2  AIRLINE HOST SYSTEM. "Airline Host System" means the Airline's
               central reservation system on which Airline stores Inventory and
               records Bookings and Tickets, as identified in Schedule A.

          1.3  AIRLINE SOFTWARE. "Airline Software" means that certain software
               product referred to as ______________________________.

          1.4  AIRLINE SPECIFICATIONS. "Airline Specifications" means the
               specifications for any application, program or functionality
               interface developed by Airline and provided to Orbitz from the
               Airline that will be used for purposes of allowing the Network to
               interface with the Airline Host System.

          1.5  ARC.  "ARC" means the Airline Reporting Corporation.

          1.6  ATPCO. "ATPCO" means the Airline Tariff Publishing Company.

          1.7  BOOKING. "Booking" shall mean an airline passenger reservation
               created by (or secured to) an Orbitz Network Enabled Customer in
               the itinerary portion of a PNR.

          1.8  CHANGE REQUEST. "Change Request" means the form set forth as
               Schedule B that will be used to request any modification of or
               addition to the Services, in accordance with Section 8 of this
               Agreement.

          1.9  CODE SHARING. "Code Sharing" means the industry practice whereby
               the Airline markets flights that are not operated by the Airline
               but which can be sold, confirmed and ticketed in the Airline's
               Airline Host System and which is booked in the same way as a
               flight that is operated and marketed by the Airline.

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          1.10 COMMENCEMENT DATE. "Commencement Date" means the date set forth
               in Schedule E when Orbitz intends to make the Network Services
               available to Orbitz Network Enabled Customers.

          1.11 INVENTORY. "Inventory" means the travel product with (i) Airline
               or (ii) Code Sharing flight numbers that Airline offers in terms
               of quantity and type, which is stored on the Airline Host System.

          1.12 INVENTORY INFORMATION. "Inventory Information" means information
               about the Inventory that is provided to an Orbitz Network Enabled
               Customer, including but not limited to Availability.

          1.13 NETWORK. "Network" means the hardware, Orbitz Software and
               communication pathways under control of Orbitz that are used to
               provide all or any part of the Network Services.

          1.14 NETWORK FEES. "Network Fees" means the fees specified in
               Schedule C (the "Network Fees Schedule".

          1.15 NETWORK SERVICES. "Network Services" means the pricing,
               availability, reservation placement and settlement services that
               Orbitz provides to Orbitz Network Enabled Customers through the
               Network, as mutually agreed by the parties in the Specifications.

          1.16 ORBITZ NETWORK ENABLED CUSTOMER. "Orbitz Network Enabled
               Customer" means a Person who accesses the Airline Host System
               through the Network to review Inventory Information, make
               Bookings or otherwise use the services and information made
               available to Orbitz through the Network pursuant to this
               Agreement, Orbitz agrees to use its commercially reasonable
               efforts to ensure that Orbitz Network Enabled Customers shall not
               include Persons who are not the intended beneficiaries of Fares
               as described in the Fare Rules.

          1.17 ORBITZ SOFTWARE. "Orbitz Software" means the software, owned by
               or licensed to Orbitz, that Orbitz uses to provide the Network
               Services.

          1.18 PERSON. "Person" means any individual, entity, firm, corporation,
               partnership, association, limited liability company, joint stock
               company, trust or unincorporated organization.

          1.19 PNR. "PNR" means a single passenger name record containing
               sufficient information to reserve Inventory. A PNR may contain
               more than one passenger's itinerary.

          1.20 PROJECT MANAGERS. "Project Managers" means the employees of
               Airline and Orbitz, or their replacements, who will manage
               specific projects and take responsibility for project plans under
               this Agreement.

          1.21 QUERIES. "Queries" means a search of Inventory Information by an
               Orbitz Network Enabled Customer through the Network based upon
               parameters entered by an Orbitz Network Enabled Customer and the
               return to such Orbitz Network Enabled Customer of Inventory
               Information.

          1.22 RELATIONSHIP MANAGERS. "Relationship Managers" means the
               senior-level employees of Airline and Orbitz, identified in
               Schedule D, or their replacements, who will manage the
               relationship between Airline and Orbitz and will serve as the
               single point of contact within either party responsible for
               communications and problem resolution. Airline's Relationship
               Manager shall have the rank of Vice President or higher.

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          1.23 RESERVATION SYSTEM. "Reservation System" means Sabre, Galileo,
               Worldspan and Amadeus/System One and any other computerized
               reservation system within the meaning of 14 C.F.R. Sec. 255.

          1.24 RESERVATION SYSTEM FEES. "Reservation System Fees" means all
               booking fees, distribution costs and or other fees or charges
               payable to a Reservation System or similar system in connection
               with the sale of any tickets for air carriage, other than fees
               paid by Airline for the Airline Host System.

          1.25 SCHEDULE. "Schedule" means the timetable for performing and
               completing the Set-Up Services in the form set forth in Schedule
               E which will be finalized pursuant to Section 4.1.

          1.26 SERVICES. "Services" means the Set-Up Services specified in
               Schedule G, the Network Services and any other services that
               Orbitz agrees to provide to Airline under this Agreement,
               including any services required by Section 4.5 of this Agreement.

          1.27 SET-UP FEES. "Set-Up Fees means the set-up fees specified in
               Schedule F.

          1.28 SET-UP SERVICES. "Set-Up Services" means the services required to
               complete to the requirements definition, development and
               implementation of the Network Services, pursuant to this
               Agreement.

          1.29 SPECIFICATIONS. "Specifications" means the mutually agreed upon
               functional and technical specifications for the Network Services,
               as set forth in Schedule H.

          1.30 STATEMENT OF WORK. "Statement of Work" means the form of any
               agreed upon obligations of the parties, which form shall be
               mutually agreeable to both parties and may be either a separate
               agreement or addendum to this Agreement, regarding any
               modifications, adaptations, additional uses or other development
               services tote provided by either or both parties in relation to
               the Network Services.

          1.31 SUBCONTRACTORS. "Subcontractors" means the subcontractors that
               either party engages to provide services under this Agreement.

          1.32 TICKET. "Ticket" means an airline passenger itinerary (in the
               itinerary portion of a PNR) ticketed to an Orbitz Network Enabled
               Customer and associated with a Booking made through the Network
               Services for transportation on Airline's flights or Code Sharing
               flights, but not including any refunded or exchanged portion of
               such itinerary. All Tickets shall be in electronic form except as
               expressly agreed by the parties in writing.

2.   GENERAL

          2.1  ENGAGEMENT. Orbitz hereby agrees to provide to Airline, and
               Airline hereby agrees to receive from Orbitz, the Set-Up Services
               and the Network Services, pursuant to the terms and conditions of
               this Agreement. Orbitz will perform the Set-Up Services pursuant
               to the Schedule, and will commence performance of the Network
               Services by the Commencement Date set forth therein. During the
               course of performance of the Services, Airline and Orbitz may
               periodically modify the Schedule through the procedures specified
               in Section 8 or may supplement, add to or otherwise revise the
               Services pursuant to a Change Request or a Statement of Work.

          2.2  SUBCONTRACTORS. Upon prior written notice to Airline, Orbitz may
               subcontract its performance of the Services to one or more
               Subcontractors. Airline may object to the use of any such
               Subcontractor within 5 business days of receipt of Orbitz notice.
               Prior to

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               performing any Services, each Subcontractor must execute a
               written agreement with Orbitz containing protections for
               Airline's confidential information and proprietary rights that
               are at least as protective as the terms and conditions of this
               Agreement. Airline shall be named and hereby is designated an
               express third party beneficiary of such agreements. Orbitz shall
               remain primarily liable for work performed by any such
               Subcontractor.

          2.3  FACILITIES. As specifically set forth in the Specifications, a
               mutually agreed Change Request or a Statement of Work, Airline
               will provide Orbitz with access to those portions of Airline's
               premises and computer systems that Orbitz may reasonably require
               to perform the Services. Such access will be provided at mutually
               convenient times during Airline's normal business hours, unless
               otherwise agreed by the Relationship Managers. Airline will
               provide Orbitz with Airline's internal rules and regulations as
               they exist and as they are amended from time to time. While
               working at Airline's premises. Orbitz employees and
               Subcontractors will adhere to Airline's internal rules and
               regulations as they exist and are amended from time to time.
               Orbitz agrees that it will immediately remove any employee of
               Subcontractor working at Airline's premises (i) who violates any
               of Airline's workplace rules and regulations, or (ii) whose
               action or inaction constitutes a breach under this Agreement.
               Orbitz shall remove from Airline premises any Orbitz employee or
               subcontractor upon request by Airline.

3.   MANAGEMENT

          3.1  RELATIONSHIP MANAGERS. Upon execution of this Agreement, each
               party will appoint a Relationship Manager to act as the primary
               point of contact between the parties with respect to this
               Agreement. The Relationship Managers are specified in Schedule D.
               Each party will designate an alternate Relationship Manager for
               its primary Relationship Manager to act in his or her absence or
               unavailability. No modification of the Specifications, the
               Network Services, the Schedule or the scope of this Agreement
               will be effective unless expressly approved by the primary or
               alternate Relationship Managers of both parties pursuant to
               Section 8 ("Change Requests"). Each Relationship Manager will
               appoint Project Managers to manage specific projects under this
               Agreement. The Project Managers will serve as the primary
               interface points between the parties with respect to such
               projects.

          3.2  STATUS REPORTS. The Orbitz Relationship Manager will provide the
               Airline Relationship Manager with periodic status reports on
               Orbitz' progress during the performance of the Set-Up Services or
               Further Development projects as contemplated in Section 4.5 of
               this Agreement. Each status report will describe (i) the tasks
               performed since the prior status report, (ii) the tasks performed
               as compared to the tasks scheduled, (iii) the tasks to be
               performed during the next period and (iv) any actual or
               anticipated problems or delays that may have arisen in the
               Schedule. The Relationship Managers will meet periodically at a
               mutually agreed upon time frame that is at least once per month
               to discuss the status of the Set-Up Services or Further
               Development projects.

          3.3  PROBLEMS OR DELAYS. Airline and Orbitz will promptly notify each
               other if either party knows of or anticipates any actual or
               potential problems or delay in the Set-Up Services, the Network
               Services, the Schedule or Further Development projects. The
               Relationship Managers will discuss the relevant source of such
               problem or delay, possible remedies and the potential impact on
               the Set-Up Services, the Network Services, the Schedule or
               Further Development at the next scheduled status meeting or, at
               either Relationship Manager's request, an emergency meeting, and
               will promptly seek in good faith to determine and take the steps
               that may be available to avoid or minimize the problem or delay
               and its impact. To assist in such discussions, each Relationship
               Manager may

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               invite any applicable Project Managers or other persons to the
               scheduled or emergency meeting. If a modification of the
               Specifications or the Schedule is required as a result of the
               problem or delay, the Relationship Managers will follow the
               procedures specified in Section 8.

4.   SET-UP SERVICES

          4.1  PREPARATION. Within ___ days following the execution of this
               Agreement, the Relationship Managers and their designees from
               Orbitz and Airline will meet to discuss the implementation and
               development activities which must be completed in order to
               commence performance of the Set-Up Services and Network Services.
               Such meetings may include discussion of specific timelines, work
               schedules, and project plans for implementing the Set-Up Services
               and Network Services and the technical and functional
               requirements of the Set-Up Services and Network Services. The
               Schedule will be finalized during the preparation phase.

          4.2  DEVELOPMENT. Following Airline's acceptance of the Schedule for
               the Set-Up Services and the Specifications, Orbitz will integrate
               the Orbitz Software with the Airline Host System and update the
               Orbitz Software with such additional functionality as required in
               the Specifications for successful implementation of the Network
               Services in accordance with the Schedule. Upon Orbitz'
               implementation of the Network Services, Orbitz will notify
               Airline that the Network Services have been implemented and are
               available for acceptance testing.

          4.3  TESTING. Within ___ business days after Orbitz notice that the
               Network Services are available for acceptance testing. Airline
               and Orbitz will test the Network Services to determine whether
               the Network Services substantially conform to the Specifications.
               Airline will notify Orbitz whether or not the Network Services
               have been accepted within ___ business days after Orbitz' notice
               that the Network Services are available for acceptance testing.
               If the Network Services are accepted, Orbitz will have no further
               Set-Up Services obligations. In the event Airline requires
               additional time to complete acceptance testing, Airline will
               provide Orbitz with a written request for such additional time,
               not to exceed ___ business days. If such request will impact the
               Schedule, the request will be handled pursuant to Section 8. if
               the Network Services fail to conform with the Specifications,
               Airline will provide Orbitz with a written report specifying such
               non-conformity in reasonable detail. Upon receipt of a
               non-conformity report, Orbitz will (a) correct and resubmit the
               Network Services for testing or (b) notify Airline that the
               reported non-conformities are actually a Change Request to be
               handled pursuant to Section 8. If the resubmitted Network
               Services do not substantially conform to the Specifications, such
               failure to correct shall constitute a material breach of this
               Agreement. In the event Orbitz determines that such
               non-conformities are Change Requests, and that the Network
               Services conform to the Specifications. Orbitz will provide
               Airline with a written report specifying such determination in
               reasonable detail.

          4.4  FURTHER DEVELOPMENT. Orbitz may provide development services to
               Airline following completion of the Set-Up Services pursuant to a
               Change Request or a Statement of Work. Any such subsequent
               development of additional functionality or requirements for the
               Network Services not specified in the Specifications are outside
               the scope of the Services. Notwithstanding the foregoing, the
               following provisions will apply to the development of
               enhancements or modifications to the Services and to maintaining
               compatibility between the Network Services and the Airline Host
               System:

               4.4.1     CHANGES OR MODIFICATIONS AT THE REQUEST OF A PARTY.
                         Upon either party's request that the Network Services
                         be modified for compatibility with the Airline Host
                         System, or to accommodate enhancements to the Network
                         Services proposed by either party. Orbitz and Airline
                         will mutually agree in a Change

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                         Request to the parties' respective development
                         obligations regarding such enhancements.

               4.4.2     CHANGES OR MODIFICATIONS REQUIRED BY LAW OR BY INDUSTRY
                         STANDARDS. Upon either party's request that the Network
                         Services be modified for compatibility with any
                         applicable law, regulation or governmental or industry
                         standards. Orbitz and Airline will mutually agree in a
                         Change Request on the parties' respective development
                         obligations regarding such modifications. In the event
                         that the parties are unable to reach agreement on such
                         changes in good faith after reasonable deliberation and
                         continued use of the Network Services would violate
                         applicable law, regulation, or government or industry
                         standards, either party may terminate this Agreement by
                         giving the other party at least 30 days notice of its
                         intent to terminate.

5.   NETWORK SERVICES

          5.1  NETWORK SERVICES. Upon the Commencement Date, Orbitz will provide
               the Network Services to Airline and Orbitz Network Enabled
               Customers. Orbitz will obtain from ATPCO, directly or indirectly,
               the fare and fare rules which apply to Airline's and Airline's
               Code Sharing flights in order to provide the Network Services. If
               for any reason, Tickets cannot be issued through the Network
               Services, then Orbitz may issue such Tickets through any
               available Reservation System and Airline will be charged and will
               pay the corresponding Reservation System Fees applicable to any
               such Tickets, subject to Section 3.2 of the Airline Charter
               Associate Agreement, but Airline will not be responsible for any
               Network Fees payable hereunder related to such transaction.
               Airline will provide complete and accurate documentation
               regarding changes in Airline Host System e-Ticket rules,
               restrictions, and capabilities.

          5.2  COMPLIANCE. Orbitz will ensure that the Network Services comply
               with the interline reservations policies, procedures and message
               formats as set forth in applicable laws and regulations. Orbitz
               will also ensure that the Network Services comply with the
               interline reservations policies, procedures and message formats
               as designated in the Specifications, and any amendments thereto.
               Orbitz agrees that all Tickets and Inventory Information will be
               marketed, displayed. filed, sold and settled through ARC in
               accordance with its agreement with ARC and Airline's addendum
               thereto. Orbitz shall process all Tickets created by Orbitz
               Network Enabled Customers, and shall handle information relating
               to Airline, with the same care and timeliness as the tickets and
               information of all other airlines and without regard to the
               Identity of the carrier. Orbitz will review rejected messages
               and, where justified by volume, or as reasonably requested by
               Airline, investigate methods of reducing such rejected messages.
               Orbitz will not make changes to its functionality that result in
               the generation of multiple separate tickets for travel to a
               specific location, intended to increase the fees paid by Airline
               to Orbitz under this Agreement. Orbitz will provide no incentive
               to Customers that would motivate Customers to request the
               issuance of multiple separate tickets for travel to a specific
               location.

          5.3  DISPLAY. Orbitz agrees to display Inventory Information in
               accordance with the Charter Associate Agreement as amended.

          5.4  DISCLOSURES. Orbitz shall provide, subject to any law,
               regulations, court order or contract regarding the disclosure of
               information, reasonable information to Airline to substantiate
               the charges to Airline pursuant to this Agreement. Airline will
               also have the right, at its sole expense and upon at least two
               weeks notice, to examine the relevant books and records of Orbitz
               to the extent such examination is necessary to verify such
               charges. Any such examination by Airline will take place during
               normal business hours. Airline agrees that it will notify Orbitz
               promptly if Airline has knowledge that any Orbitz Network Enabled
               Customer is using the Network Services in an improper fashion.
               Orbitz shall notify Airline promptly if Orbitz has knowledge that
               any Orbitz Network

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               Enabled Customer is using the Network Services in an improper
               fashion. Upon receipt of such notice and confirmation of the
               matters described therein, or if Orbitz discovers such improper
               use independent of information supplied by Airline, Orbitz shall
               take such action as it deems reasonably necessary to correct the
               improper use of the Network Services by the identified Orbitz
               Network Enabled Customer. Airline may terminate this Agreement
               pursuant to Section 17.2 upon notice to Orbitz if Orbitz fails to
               take action to correct the improper use of the Network Services
               with respect an Orbitz Network Enabled Customer following a
               request by Airline to take such action.

          5.5  NETWORK SUPPORT AND SECURITY. For Network Services failures or
               other reported problems, each party will provide, or have its
               authorized agent provide, the technical support services
               described in the Specifications. Airline agrees to assist Orbitz
               in interpreting the ATPCO rules to the extent it does for other
               ARC accredited agencies. Airline agrees to use commercially
               reasonable efforts to maintain, or cause to be maintained, the
               Airline Host System. Orbitz is solely responsible for hosting,
               and agrees to maintain, the Network. Orbitz will provide security
               for the Network in accordance with the security standards set
               forth in the Specifications. Orbitz agrees to notify Airline as
               soon as is reasonably possible whenever a suspected or actual
               security breach has occurred.

          5.6  CUSTOMER SUPPORT. Upon and after the Commencement Date, Orbitz
               and Airline will be responsible for customer service in
               accordance with this section. The parties agree that "First Level
               Customer Support" means responding to web site questions posted
               by Orbitz Network Enabled Customers, processing simple PNR
               requests (i.e. confirmations, special service requests, seal
               assignments, schedule changes and other requests set forth in the
               Specifications), and processing Orbitz automated refunds,
               reissues and exchanges. "Second Level Customer Support" includes
               but is not limited to more agent intensive activities (i.e.
               non-automated refund, reissue and exchange, schedule change
               problems and as may otherwise be set forth in the
               Specifications). Orbitz will handle First and Second Level
               Customer Support at no additional cost to Airline.

          5.7  OUT-OF-SCOPE SERVICES. Orbitz and Airline acknowledge and agree
               that certain transactions will be considered as "normal
               exclusions" from the Network Services, which exclusions shall
               be expressly defined in the Specifications or handled as a
               Change Request pursuant to Section 8 ("Normal Exclusions").
               The parties agree that Normal Exclusions will not be supported
               or processed by the Network Services and no effort will be made
               or required to be made to enable Network Services to process
               or support such transactions, unless otherwise agreed by the
               parties in writing pursuant to Section 8.

          5.8  AVAILABILITY DATA. Airline will provide complete, accurate, and
               timely direct access to Airline Availability data such that the
               quality of data is at least as good as that available via Orbitz'
               Primary Booking GDS. Airline will work with Orbitz to define the
               format,

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               volume, and timing of Availability requests and responses. In the
               event the parties mutually agree that Orbitz will use
               Availability data, other than Availability data provided by the
               Airline, to provide the Network Services, Airline will pay the
               actual cost, if any, reasonably allocated by Orbitz for the use
               of such data.

6.   OBLIGATIONS OF THE PARTIES

          6.1  AIRLINE CHARTER ASSOCIATE. Airline and Orbitz are parties in good
               standing to the Airline Charter Associate Agreement. In the event
               that either party ceases to be a party in good standing to the
               Airline Charter Associate Agreement, this Agreement may be
               terminated for cause pursuant to Section 17.2; provided, however,
               if the parties have executed an agreement as contemplated by
               Section 5.8.1 hereof, this Agreement shall not terminate as to
               Network Services provided thereunder and shall remain in full
               force and effect with respect to such Bookings unless such
               agreement specifies otherwise.

          6.2  ASSISTANCE AND COOPERATION. Airline will provide Orbitz with the
               assistance and cooperation as specifically set forth in the
               Specifications or a mutually agreed upon Change Request or
               Statement of Work. Airline and Orbitz will each provide the other
               party with reasonable assistance and cooperation in the
               performance of this Agreement that such other party may request
               from time to time. Each party agrees to provide the other party
               reasonable advance notice of any software or system changes that
               may affect the Network Services.

          6.3  INVENTORY INFORMATION. Airline shall provide to Orbitz, at no
               charge, Inventory Information including Availability data in
               accordance with Section 5.9 hereof for use in the performance of
               this Agreement.

          6.4  FULFILLMENT. For any person with a Ticket, issued through the
               Network Services and bearing an "OK" status, Airline will accept
               such person for travel in accordance with Airline policies at the
               time even if no record of the person's reservation exists in the
               Airline Host System, and even if denied boarding compensation
               might have to be paid to such Orbitz Network Enabled Customer.
               Airline will not send unable to sell or unable to confirm
               messages or any Ticket to any person more than twelve (12) hours
               following receipt by Airline of the Ticket request through the
               Network Services.

          6.5  REFUNDS AND EXCHANGES. [Refund and Exchange Specifics]

7.   FEES AND PAYMENT

          7.1  FEES. Upon the execution of this Agreement, Airline will pay
               Orbitz the initial Set-Up Fee. Airline will pay Orbitz the
               Network Fees and other applicable fees as set forth in the
               Network Fees Schedule.

          7.2  PAYMENT TERMS. Orbitz will invoice Airline monthly for the
               Network Fees in arrears Airline will pay all undisputed invoices
               within 30 days of receipt of Orbitz' invoice.

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          7.3  TAXES. The Set-Up Fees, Network Fees and Reimbursable Expenses
               are exclusive of all sales, services or other taxes that Orbitz
               may be legally obligated to charge Airline for performing the
               Services. Airline will promptly pay or reimburse Orbitz for the
               payment of any and all such properly invoiced taxes that may be
               due or payable on the Set-Up Fees, the Network Fees and the
               Reimbursable Expenses, other than taxes based on Orbitz' income.

8.   CHANGE REQUESTS

          8.1  CHANGE REQUEST. If either party wants to request a modification,
               addition or change in the Services or Schedule, including without
               limitation a modification to the Network Services, its
               Relationship Manager will submit a completed Change Request to
               the Relationship Manager of the other party. The Change Request
               will adequately describe (i) the requested modification, (ii) the
               estimated resources, including costs, required to implement the
               modification, (iii) its impact on the Schedule, a new schedule or
               a Statement of Work if it is a Further Development as
               contemplated by Section 4.5.1, (iv) its impact on the Set-Up Fees
               and the Network Fees, if any, and (v) any required information
               and resources by Airline. Notwithstanding the foregoing, Orbitz
               may, upon 30 days written notice to Airline, modify, add to or
               change the Network Services upon prior notice to Airline, without
               Airline's approval, if (i) Orbitz makes such modification,
               addition or change to the Network Services it provides to all
               other airlines and (ii) such modification, addition or change
               does not increase the Set-Up Fees or Network Services Fees that
               Orbitz charges Airline and does not adversely affect the
               functionality of the Services; provided however that Orbitz may
               correct bugs as necessary to maintain the Network Services
               without providing such advance notice.

          8.2  CHANGE ACCEPTANCE. Upon receipt of a completed Change Request,
               the recipient Relationship Manager will either (i) expressly
               accept the proposed modification without qualification within 30
               days after its receipt or (ii) defer the request for discussion
               at the next scheduled or emergency status meeting. The
               Relationship Managers will use good faith efforts to resolve any
               deferred proposed modification expeditiously. No proposed
               modification will be effective unless accepted in writing by the
               primary or alternate Relationship Managers of both parties. If so
               accepted, the Change Request will be executed by the Relationship
               Managers of both parties and will then constitute a formal
               amendment of this Agreement.

          8.3  FEES. Billing rates for development or implementation services
               provided by either party as agreed pursuant to Section 8.2 will
               be governed by the rates and expense policies set forth in
               Exhibit F.

9.   CONFIDENTIALITY

          9.1  CONFIDENTIAL INFORMATION. "Confidential Information" is defined
               as any information of either party hereto (the "Disclosing
               Party"), disclosed in writing or verbally to, or observed by, the
               other party (the "Receiving Party") and which is. at the time of
               disclosure, either (a) marked as being "Confidential" or
               "Proprietary", (b) otherwise reasonably identifiable as the
               confidential information of the Disclosing Party, or (c) under
               the circumstances of disclosure should reasonably be considered
               as confidential information of the Disclosing Party. Orbitz'
               Confidential Information includes, but is not limited to, its
               product plans, pricing and any personally identifiable
               information obtained by Orbitz related to an Orbitz Network
               Enabled Customer that is (i) not contained in a PNR submitted to
               Airline or (ii) separately collected by Airline. Notwithstanding
               any of the above: (A) nothing contained in this section or
               elsewhere in this Agreement shall restrict Orbitz from complying
               with ARC reporting requirements, or such other settlement company
               as Orbitz is required to report to; (B) the terms of this
               Agreement shall be considered the Confidential Information of
               both parties; (C) an Airline Customer's names, travel
               destinations, itineraries, traveler

                                      -9-

<Page>

               profiles, and travel contacts and all other information contained
               in a PNR, after submission to Airline through the Network as well
               as information collected by Airline from an Orbitz Network
               Enabled Customer, shall be considered Confidential Information of
               Airline, regardless of whether such information is labeled as
               such; (D) the Inventory, Inventory Information, fare information,
               the Airline Specifications or any other specifications relating
               to the Airline Host System, all other information contained in
               the Airline Host System, business plans and forecasts, and
               similar information of itself, and its affiliates shall be
               considered Confidential Information of Airline. The parties
               acknowledge that the Interface and the Specifications embody
               Confidential Information of both parties.

          9.2  RESTRICTIONS ON DISCLOSURE AND USE. Unless expressly authorized
               in writing by the Disclosing Party or as authorized by the
               Airline Charter Associate Agreement, the Receiving Party agrees
               to retain the Confidential Information in confidence and shall
               not copy or disclose the Confidential Information to, or use the
               Confidential Information for, the benefit of any third party,
               except as follows. Confidential Information may be disclosed on a
               need to know basis to the Receiving Party's employees,
               affiliates, and Independent contractors who are parties to a
               written agreement with the Receiving Party which prohibits the
               disclosure of Confidential Information, and limits its use to the
               benefit of the Receiving Party and its affiliates, using
               reasonable technical and organizational measures to protect the
               confidentiality of the information.

          9.3  EXCLUSIONS. Notwithstanding any other provisions of this
               Agreement, each party acknowledges that Confidential Information
               shall not include any information which (i) is or becomes
               publicly known through no wrongful act of the Receiving Party;
               (ii) is at the time of disclosure, already known to the Receiving
               Party without restriction on use or disclosure and was not
               obtained from the Disclosing Party or its contractors; or (iii)
               is independently developed by the Receiving Party without
               reference to the Confidential Information or breach of this
               Agreement.

          9.4  RELIEF FROM OBLIGATIONS. Either party will be relieved of its
               confidentiality obligations hereunder if and to the extent that
               Confidential Information (i) is disclosed pursuant to the lawful
               requirement of a governmental agency, or disclosure is required
               by operation of law, provided that the party making the
               disclosure requires reasonable measures to protect the security
               of the information, has given timely notice to the Disclosing
               Party and the Disclosing Party has been permitted at its expense
               to interpose objections, defenses or obtain a protective order
               limiting disclosure and use of the information; or (ii) is
               explicitly approved for release by written authorization of the
               Disclosing Party.

          9.5  OWNERSHIP OF CONFIDENTIAL INFORMATION. No license, express or
               implied, in the Confidential Information is granted by one party
               to the other party other than to use such Confidential
               Information in the manner and to the extent authorized by this
               Agreement. Each party shall retain the title and full ownership
               rights to their respective Confidential Information. Each party
               agrees that upon the request of the Disclosing Party, it shall
               return to the Disclosing Party all of the Disclosing Party's
               Confidential Information in such party's possession or control.

10.  LICENSE GRANT

          10.1 BY AIRLINE.

               10.1.1    Airline grants Orbitz a limited, worldwide,
                         non-exclusive, royalty-free right and license, without
                         the right to sublicense, to: (i) access, display,
                         transmit and distribute Inventory Information made
                         available by Airline through Agency Orbitz via the
                         Network to Orbitz Network Enabled Customers in response
                         to Queries using the Interface and (ii) use any
                         information owned and provided by Airline

                                      -10-

<Page>

                         hereunder about the Airline Host System, the Airline
                         Specifications and the Inventory Information solely for
                         the purposes of meeting its obligations hereunder. The
                         foregoing is a license merely to access the Airline
                         Host System through the Airline Software and exchange
                         information with it. No rights are granted by or
                         implied in this Agreement for Orbitz or Orbitz Network
                         Enabled Customers to modify in any manner or use
                         directly the Airline Host System, except as provided
                         herein.

          10.2 BY ORBITZ. Orbitz grants Airline a limited, worldwide,
               non-exclusive, royalty free right and license to: (i) use the
               Network to access all records in the Network with at least one
               Airline or Code Sharing flight segment to allow Airline to test
               and validate the operation, compliance and quality of the Network
               Services prior to implementation of the Network Services and
               during mutually agreed upon testing periods and (ii) use the
               Network and to use any information provided by Orbitz hereunder
               about the Orbitz Software solely for the purposes of obtaining
               the Services contemplated by this Agreement and meeting Airline's
               obligations to Orbitz under this Agreement.

11.  PROPRIETARY RIGHTS

          11.1 ORBITZ. Except as set forth in Section 11.3, as between Airline
               and Orbitz, Airline acknowledges and agrees that Orbitz will own
               all patents (including any business process patents), rights to
               file for patents, inventions, copyrights, trademarks, trade
               secrets and all other right, title and interest (including any
               renewals or extensions) in or to the Orbitz Software, the
               Network, and including without limitation any derivative works
               thereof created by Orbitz or its employees or Subcontractors.
               Except as otherwise explicitly provided in this Agreement,
               Airline shall have no right or license to use, reproduce,
               transfer, disclose, display or distribute (electronically or
               otherwise) or sublicense any technology or intellectual property
               rights in the Orbitz Software or the Network. In addition, Orbitz
               shall retain exclusive ownership of any interfaces,
               configurations, programs and other systems developed by Orbitz or
               its employees or Subcontractors independently of this Agreement.

          11.2 AIRLINE. Except as set forth, in Section 11.3, Orbitz
               acknowledges and agrees that Airline will own all patents
               (including any business process patents), rights to file for
               patents, inventions, copyrights, trademarks, trade secrets and
               all other right, title and interest (including any renewals or
               extensions) in or to the Airline Software, Inventory Information,
               the Airline Specifications and the Airline Host System including
               without limitation any derivative works thereof created by
               Airline or its employees or Subcontractors. Except as otherwise
               explicitly provided in this Agreement, Orbitz shall have no right
               or license to use, reproduce transfer, disclose, display or
               distribute (electronically or otherwise) or sublicense any
               technology or intellectual property rights in the Airline
               Software, Airline Specification, Inventory Information or the
               Airline Host System. In addition, Airline shall retain exclusive
               ownership of any interfaces, configurations, programs and other
               systems developed by Airline or its employees or Subcontractors
               independently of this Agreement.

          11.3 INTERFACE. [Details on ownership of the Interface and
               intellectual property rights thereto.]

12.  NON-EXCLUSIVITY

          The relationship between Airline and Orbitz as set forth in this
Agreement will be non-exclusive. Nothing in this Agreement is intended to
prevent either party from entering into similar agreements with any other party,
subject to the confidentiality restrictions contained herein. Airline may
participate in other Internet travel sites similar to the Network and may obtain
services from other entities similar to the Network Services; [provided that in
the event Airline plans to obtain services substantially similar to the Network
Services from a third party, Airline will offer to make the Network Services
available to such third

                                      -11-

<Page>

party in a manner and on terms and conditions satisfactory to Airline.] Orbitz
may permit other airlines to participate in the Network and may provide services
similar to the Services to other airlines. Orbitz and Airline may market,
maintain, service and support entities or Internet travel sites that compete
with or provide functionality similar to the Network. This Agreement will not
confer any rights on one party to restrict the other party's ability to offer
fare information or to do business, or choose not to do business, with any other
airline, internet travel provider site, or any other entities.

13.  WARRANTIES AND DISCLAIMERS

          13.1 GENERAL WARRANTY. Each party represents and warrants that (i) it
               has the full corporate authority to execute this Agreement and
               perform its obligations hereunder, (ii) the execution or
               performance of this Agreement will not violate or be considered a
               breach of any obligation of such party to any third party and
               (iii) the execution or performance of this Agreement will not
               violate any applicable law or regulation.

          13.2 SPECIFIC WARRANTY. Orbitz represents arid warrants that it will
               perform the Services in a good and workmanlike manner, using only
               qualified personnel, and that the Network will function in all
               material respects in accordance with the applicable
               Specifications, and will be free from material defects in design,
               materials, and workmanship. In case of a breach of warranty,
               Orbitz will correct or re-perform the defective Services or
               correct the Network or, at Orbitz' discretion, refund the fees
               actually paid to Orbitz for the defective Services or the
               Network. Airline acknowledges and agrees that this Section and
               Section 5.1 set forth its exclusive remedy and Orbitz' exclusive
               liability for any claim of breach of warranty with respect to
               Section 13.2.

          13.3 LIMITATION. The warranties and remedies specified in this Section
               will not apply if the Services are defective due to extrinsic
               causes, such as (i) natural disasters. including without
               limitation fire, smoke, water, earthquakes or lightning, (ii)
               neglect or misuse by Airline, (iii) incorrect or corrupted
               Inventory Information delivered by Airline, (iv) a correction or
               modification of a Service not approved by Orbitz, or (v) the
               combination of the Services with other items or services with
               which the Services are not intended to be used.

          13.4 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS
               AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS,
               INDEMNITIES AND GUARANTEES RELATING TO EITHER PARTY'S PERFORMANCE
               INCLUDING WITHOUT LIMITATION THE ORBITZ SOFTWARE, INTERFACE,
               PIPELINE HOST SYSTEM, AIRLINE SPECIFICATIONS, INVENTORY
               INFORMATION, AND AIRLINE SOFTWARE, WHETHER EXPRESS OR IMPLIED,
               ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY
               EITHER PARTY, ITS AGENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED
               TO ANY WARRANTY OR CONDITION OF SATISFACTORY QUALITY, ACCURACY.
               UNINTERRUPTED USE, TIMELINESS, TRUTHFULNESS, SEQUENCE,
               COMPLETENESS, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR
               NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM TRADE
               USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY
               OVERRIDDEN, EXCLUDED AND DISCLAIMED.

14.  INDEMNITY

          14.1 INDEMNITY. If an action is brought against Airline claiming that
               the Orbitz Software, Network or Services infringe a patent,
               copyright, trademark, service mark, or trade secret, or claiming
               that data provided hereunder by Orbitz violates any law, rule or
               regulation related to privacy, Orbitz will defend, indemnify and
               hold harmless Airline, its parent, subsidiaries, affiliates under
               common control, officers, directors and employees and their
               respective successors and assigns at Orbitz' expense and, pay all
               amounts finally

                                      -12-

<Page>

               awarded against Airline or paid to settle the infringement action
               (including reasonable attorneys' fees), but only if (i) Airline
               notifies Orbitz promptly upon learning that the claim might be
               asserted, (ii) Orbitz has sole control over the defense of the
               claim and any negotiation for its settlement or compromise and
               (iii) Airline reasonably cooperates with Orbitz in its defense or
               settlement of the claim at Orbitz expense. Airline reserves the
               right to retain counsel of its own choosing at its own expense in
               any indemnified action.

          14.2 OPPORTUNITY TO CURE. If a claim described in Section 14.1 may be
               or has been asserted, Airline will permit Orbitz, at Orbitz
               option and expense, to (i) procure the right to continue to use
               the Orbitz Software, Network or Services, (ii) replace or modify
               the Orbitz Software, Network or Services to eliminate the
               infringement or (iii) terminate this Agreement and refund to
               Airline any pre-paid and unused amounts actually paid to Orbitz
               for the Services.

          14.3 LIMITATION. Orbitz shall have no indemnity obligation to Airline
               under this Section if an infringement claim results solely from
               (i) the Inventory Information. Airline Software or Airline Host
               System or (ii) from use of the Services in a manner outside the
               scope of this Agreement. Airline acknowledges that this Section
               sets forth Airline's exclusive remedy and Orbitz' sale liability
               in connection with any infringement claim.

          14.4 AIRLINE INDEMNITY. If an action is brought against Orbitz
               claiming that the Airline Specifications. Airline Software or
               Airline Host System infringe a patent, copyright, trademark or
               trade secret, or claiming that data provided hereunder by Airline
               violates any law, rule or regulation related to privacy, Airline
               will defend, indemnify and hold harmless Orbitz, its parent,
               subsidiaries, affiliates under common control, officers,
               directors and employees and their respective successors and
               assigns at Airline's expense and, pay all amounts finally awarded
               against Orbitz in the infringement action (including reasonable
               attorneys' fees), but Only if (i) Orbitz notifies Airline
               promptly upon learning that the claim might be asserted, (ii)
               Airline has sole control over the defense of the claim and any
               negotiation for its settlement or compromise and (iii) Orbitz
               reasonably cooperates with Airline in its defense or settlement
               of the claim at Airline's expense. Orbitz reserves the right to
               retain counsel of its own choosing at its own expense in any
               indemnified action, If a claim described in Section 14.4 may be
               or has been asserted, Orbitz will permit Airline, at Airlines
               option and expense, to (i) procure the right to continue to use
               the Airline Specifications, Airline Software or Airline Host
               System, (ii) replace or modify the Airline Specifications,
               Airline Software or Airline Host System to eliminate the
               infringement or (iii) terminate this Agreement. Airline shall
               have no indemnity obligation to Orbitz under this Section if an
               infringement claim results solely from (i) the Orbitz Software or
               Services or (ii) the use of the Airline Specifications. Airline
               Software or Airline Host System in a manner outside the scope of
               this Agreement. Orbitz acknowledges that this Section sets forth
               Orbitz' exclusive remedy and Airline's sole liability in
               connection with any infringement claim.

15.  NO CONSEQUENTIAL DAMAGES

          EXCEPT FOR ANY DAMAGES ARISING OUT OF SECTION 14, OR OF ANY BREACH OF
SECTION 9, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST
PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON THE OTHER PARTY'S
CLAIMS(INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF
MONEY, USE OF THE NETWORK OR USE OF THE SERVICES, INTERRUPTION IN USE OR
AVAILABILITY OF INFORMATION, STOPPAGE OF WORK OR IMPAIRMENT OF OTHER ASSETS),
ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF
CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE.
EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH HEREIN
OR CLAIMS UNDER SECTION 9, IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH

                                      -13-

<Page>

EITHER PARTY MAY INCUR TO THE OTHER PARTY IN ANY ACTION OR PROCEEDING EXCEED
__________________. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT
APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION
AND LIMITATION.

16.  INSURANCE

          Orbitz will be solely responsible for obtaining and maintaining
appropriate insurance coverage for its activities under this Agreement,
including, but not limited to, comprehensive general liability (bodily injury
and property damage) insurance and professional liability insurance and
requiring its Subcontractors to have similar insurance coverage. At Airline's
request, Orbitz will provide Airline with copies of the certificates of
insurance.

17.  TERMINATION

          17.1 TERM. This Agreement shall have an initial term of __________
               following the Effective Date (the "Initial Term"). Any renewal or
               extension of this Agreement will be subject to the good faith
               negotiation of the parties.

          17.2 TERMINATION FOR CAUSE. Either party may terminate this Agreement
               for cause in the event that the other party fails to cure a
               material breach of this Agreement within ___ days after receiving
               written notice of such breach from the non-breaching party. If
               voluntary bankruptcy proceedings are instituted by a party under
               any federal, state or foreign insolvency laws, or if an
               involuntary petition is filed or executed against it and not
               dismissed or satisfied within ___ days; the other party may, at
               its option, terminate this Agreement by written notice; provided,
               however, that all monies owed hereunder prior to the date of
               termination shall be immediately due and payable. In the event of
               termination for cause, Airline will have no right to refund of
               Set-Up Fees paid to and incurred by Orbitz.

          17.3 TERMINATION. [Additional Termination Specifics]

          17.4 CONSEQUENCES OF TERMINATION. If this Agreement expires or is
               terminated by either party for convenience, Airline will promptly
               pay Orbitz any undisputed amounts due hereunder as of the date of
               termination. All rights Airline may have in and to the Services
               will immediately cease upon expiration or termination of this
               Agreement. The provisions of Section 7 (to the extent accrued
               prior to termination), 9, 11, 13.5, 14 (for acts or omissions
               occurring prior to termination) 15, 17 and 19 will survive the
               termination of this Agreement for any reason.

18.  LEGAL STATUS

          Airline and Orbitz are independent parties. Nothing in this Agreement
will be construed to make Orbitz an agent, employee, franchisee, joint venturer,
partner or legal representative of Airline. Orbitz is solely and exclusively
responsible for the salaries, wages, benefits, fees or other compensation that
Orbitz, its Subcontractors or its or their agents or employees may be entitled
to receive.

19.  MISCELLANEOUS

          19.1 NOTICES. Any notice, approval or other communication required or
               permitted under this Agreement will be given in writing. Such
               communications will be sent to the address specified below or to
               any other address that may be designated by prior notice.

                                      -14-

<Page>

               If to Airline:                   If to Orbitz:
               ___________________              Orbitz LLC
               ___________________              200 South Wacker Drive
               ___________________              Chicago, Illinois 60606
               ___________________              Attn: V.P. Business Services
               ___________________              Telephone: 312-894-5000
               ___________________              Telefax: 312-894-5001

          19.2 WAIVER, AMENDMENT AND MODIFICATION. Except as otherwise provided
               above, any waiver, amendment or other modification of this
               Agreement will not be effective unless in writing and signed by
               the party against whom enforcement is sought.

          19.3 SEVERABILITY. If any provision of this Agreement is held to be
               unenforceable, in whole or in part, such holding will not affect
               the validity of the other provisions of this Agreement.

          19.4 ASSIGNMENT. Except as set forth in this Agreement, neither party
               may assign, delegate, sub-contract or otherwise transfer this
               Agreement or any of its rights or obligations without the other
               party's prior approval, which will not be unreasonably withhold
               or delayed. Notwithstanding the foregoing, either party may
               assign all, but not less than all, of its rights and obligations
               under this Agreement, upon prior written notice to the other
               party, to (i) an affiliate of the assigning party, or (ii) to an
               unaffiliated Person (but not to a competitor of the non-assigning
               party) pursuant to a merger, consolidation or sale of
               substantially all of the assigning party's assets, but only if
               such assignee assumes in writing all of the obligations of the
               assignor and provides a copy of such assumption to the
               non-assigning party. Further, Orbitz may not assign, sell or
               otherwise transfer the Orbitz Software or its ownership interest
               in the Interface in whole or substantial part without also
               assigning this Agreement in accordance with this Section 19.4.
               Subject to the foregoing, this Agreement shall be binding on the
               parties and their respective successors and permitted assigns.

          19.5 FORCE MAJEURE. Neither party will be liable for any failure or
               delay in performing an obligation under this Agreement that is
               due to causes beyond its reasonable control, such as natural
               catastrophes, governmental acts or omissions, laws or
               regulations, labor strikes or difficulties, transportation
               stoppages or slowdowns or the inability to procure parts or
               materials. If any of these causes continue to prevent or delay
               performance for more than 180 days, the non-delaying party may
               terminate this Agreement, effective immediately upon notice to
               the delaying party.

          19.6 GOVERNING LAW. This Agreement will be governed by and interpreted
               in accordance with the laws of the state of Delaware exclusive of
               conflict of laws provisions.

          19.7 COUNTERPARTS. This Agreement may be executed in one or more
               counterparts, each of which shall be deemed to be an original and
               all of which together shall constitute one and the same
               instrument.

          19.8 INTEGRATION. This Agreement and its Exhibits constitute the
               complete and entire statement of all terms, conditions and
               representations of the agreement between Airline and Orbitz with
               respect to its subject matter, and supercede and replace all
               prior understandings between the parties, whether oral or in
               writing (provided that, notwithstanding the foregoing, nothing in
               this Agreement will be deemed to modify or supersede any of the
               provisions of any agreement between Orbitz and ARC, including
               Airline's addendum thereto).

                                      -15-

<Page>


          IN WITNESS WHEREOF, Airline and Orbitz cause this Agreement to be
executed by their duly authorized representatives identified below.

AIRLINE, INC.                                ORBITZ LLC
("Airline")                                  ("Orbitz")
By:                                           By:
     ---------------------------------            -----------------------------

Name:                                         Name:
     ---------------------------------            -----------------------------

Title:                                        Title:
     ---------------------------------            -----------------------------

Date:                                         Date:
     ---------------------------------            -----------------------------

Schedule A:       Airline Host System
Schedule B:       Change Request
Schedule C:       Network Fees
Schedule D:       Relationship Managers
Schedule E:       Schedule
Schedule F:       Set-Up Fees
Schedule G:       Set-Up Services
Schedule H:       Specifications

<Page>


                                   SCHEDULE A
                               AIRLINE HOST SYSTEM

                The Airline Host System is residing in _________.


<Page>


                                   SCHEDULE B
                                 CHANGE REQUEST

Scope Change Request

1.   Title:

2.   Requested By:

3.   Status: Unapproved, Approved, Rejected, or Implemented.

4.   Business Need Detail:

5.   Impact on Project:

6.   Impact on Schedule:

7.   Services Impacted:

8.   Approvals:

AIRLINE, INC.                                 ORBITZ LLC
By:                                           By:
     --------------------------------             -----------------------------

Name:                                         Name:
     --------------------------------             -----------------------------

Title: RELATIONSHIP MANAGER                   Title: RELATIONSHIP MANAGER
     --------------------------------              ----------------------------

Date:                                         Date:
     --------------------------------              ----------------------------



<Page>


                                   SCHEDULE C
                                  NETWORK FEES

          Airline will pay to Orbitz the following Network Fees for Net Tickets
(`Net Tickets mean all Tickets less all refunded/exchanged Tickets):

               _____ Network Switching Fee per Net Ticket

               _____ Network Incentive Fee per Net Ticket booked through
                     Agency Orbitz.

          In the event that the Network Fees paid by Airline to Orbitz for any
year that this Agreement is in effect are less than ________, Airline will pay
Orbitz the difference between the aggregate Network Fees paid to Orbitz by
Airline and __________ within 30 days of the end of such year and receipt of a
correct invoice. This amount is to be prorated in the first year and any partial
years.

          In addition to the per Ticket charges above, Airline will pay to
Orbitz one half of the actual costs incurred by Orbitz for the communications
services required for the interface between the Airline Host System and the
Network servers.


<Page>


                                   SCHEDULE D
                              RELATIONSHIP MANAGERS


          The Orbitz Relationship Manager is _________. The Alternative
Relationship Manager is _________.

          The Airline Relationship Manager is __________. The Alternate
Relationship Manager is ________.


<Page>


                                   SCHEDULE E
                                    SCHEDULE


    TASK                                                              DATE
    ----                                                              ----


<Page>


                                   SCHEDULE F
                                   SET-UP FEES



<Page>


                                   SCHEDULE G
                                 SET-UP SERVICES




<Page>


                                   SCHEDULE H
                                 SPECIFICATIONS

















                                      -H1-