printer-friendly

Sample Business Contracts

Agreement For CRS Access and Related Services - Orbitz LLC and Worldspan LP

Sponsored Links

                         AMENDED AND RESTATED AGREEMENT

                                       FOR

                         CRS ACCESS AND RELATED SERVICES


                                     between


                                   ORBITZ, LLC

                                       and

                                 WORLDSPAN, L.P.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            PAGE
                                                                            ----
<S>                                                                           <C>
ARTICLE I      AGREEMENT, TERM, AND DEFINITIONS...........................     1

        1.1    Agreement..................................................     1
        1.2    Term.......................................................     1
        1.3    Definitions................................................     2

ARTICLE II     WORLDSPAN SERVICES.........................................     2


        2.1    CRS Access.................................................     2
        2.2.   Service Levels.............................................     2
        2.3    Customer Service and Fulfillment Interface.................     2
        2.4    Relationships with Travel Suppliers........................     2
        2.5    Enhancements to WORLDSPAN System...........................     2
        2.6    Continuing Integration Services............................     3
        2.7    Ticket Printers............................................     3
        2.8    Worldspan Support Services.................................     3
        2.9    DIR Gap Analysis...........................................     4

ARTICLE III ORBITZ RESPONSIBILITIES.......................................     4

        3.1    Orbitz Website ............................................     4
        3.2    Use of WORLDSPAN System....................................     4
        3.3    Capacity Planning..........................................     5
        3.4    Third Party Coordination...................................     6
        3.5    Use of the Internet........................................     7

ARTICLE IV     PAYMENTS...................................................     7

        4.1    Cost Reimbursement.........................................     7
        4.2    Excess Weighted Message Unit Charges.......................     7
        4.3    Segment Fees...............................................     8
        4.4    ITA Subscription Fee.......................................     9
        4.5    Time of Payment............................................     9
        4.6    Taxes......................................................    10

ARTICLE V      CONTRACT ADMINISTRATION....................................    10

        5.1    Contract Managers..........................................    10
        5.2    Periodic Meetings..........................................    10
        5.3    Management Reports.........................................    10
</Table>

                                        i
<Page>

<Table>
<S>                                                                           <C>
ARTICLE VI     SECURITY, CONFIDENTIALITY, AND PROPRIETARY RIGHTS..........    10

        6.1    Security ..................................................    10
        6.2    Confidentiality............................................    11
        6.3    Proprietary Rights.........................................    11
        6.4    Orbitz Information.........................................    11

ARTICLE VII    TERMINATION................................................    12

        7.1    Termination for Cause......................................    12
        7.2    Termination for Nonpayment.................................    12
        7.3    Termination for Insolvency.................................    12
        7.4    Termination for Material Service Level Failure.............    12
        7.5    Termination Upon a Change-in-Control.......................    12
        7.6    Termination Assistance.....................................    13

ARTICLE VIII   ALLOCATION OF RISKS AND RESOLUTION OF DISPUTES.............    13

        8.1    Mutual Indemnities.........................................    13
        8.2    Indemnification Procedures.................................    14
        8.3    Disclaimer.................................................    14
        8.4    Limitations on Liability...................................    14
        8.5    Resolution of Disputes.....................................    15

ARTICLE IX     MISCELLANEOUS..............................................    16

        9.1    Assignment.................................................    16
        9.2    Notices....................................................    16
        9.3    Force Majeure..............................................    17
        9.4    Further Assurances.........................................    17
        9.5    Press Releases.............................................    18
        9.6    Non-Solicitation...........................................    18
        9.7    Third Party Beneficiaries..................................    18
        9.8    No Waiver; Cumulative Remedies.............................    18
        9.9    Construction...............................................    18
        9.10   Severability...............................................    18
        9.11   Counterparts...............................................    18
        9.12   Governing Law..............................................    19
        9.13   Amendments.................................................    19
        9.14   Entire Agreement...........................................    19
        9.15   Audit Rights...............................................    19
</Table>

                                       ii
<Page>

SCHEDULES

        SCHEDULE A   DEFINITIONS
        SCHEDULE B   SERVICE LEVELS
        SCHEDULE C   MESSAGE WEIGHTS
        SCHEDULE D   CHARTER AIRLINES

                                       iii
<Page>

                         AMENDED AND RESTATED AGREEMENT
                                       FOR
                         CRS ACCESS AND RELATED SERVICES

THIS AMENDED AND RESTATED AGREEMENT (this "Agreement"), dated as of November 1,
2001, is between Orbitz, LLC, a Delaware limited liability company, ("Orbitz")
and Worldspan, L.P., a Delaware limited partnership, ("WORLDSPAN").

WHEREAS, Orbitz has been formed by United Air Lines, Inc., American Airlines,
Inc., Delta Air Lines, Inc., Northwest Airlines, Inc., and Continental Airlines,
Inc. to develop, own, and operate a consumer-oriented Internet travel portal
through which consumers can shop for and book air travel, hotel accommodations,
car rentals, cruises, tours, and other travel-related services;

WHEREAS, Orbitz has selected WORLDSPAN to provide, for this Internet portal,
access to and use of the computer reservations systems operated by WORLDSPAN and
certain related services, as provided in this Agreement, and has selected other
companies to provide the booking engine, fulfillment services, customer service
center, and other products and services required by Orbitz for this Internet
portal;

WHEREAS, Orbitz and Worldspan entered into an Agreement for CRS Access and
Related Services dated August 1, 2000 (the "Original Agreement"); and

WHEREAS, Orbitz and Worldspan desire to amend and restate the Original Agreement
under the terms and conditions of this Agreement;

NOW, THEREFORE, Orbitz and WORLDSPAN (each, a "Party") hereby agree as follows:


                                    ARTICLE I
                        AGREEMENT, TERM, AND DEFINITIONS

1.1  AGREEMENT. During the Term of this Agreement and in accordance with the
     provisions hereof, WORLDSPAN will provide, and Orbitz will obtain, the CRS
     access and related services described in this Agreement.

1.2  TERM. The term of this Agreement will commence on November 1, 2001 (the
     "Effective Date") and will end on (i) October 31, 2011, or (ii) such
     earlier date upon which this Agreement may be terminated in accordance with
     the provisions of this Agreement ("Term").

1.3  DEFINITIONS. As used in this Agreement, the terms set forth in Schedule A
     will have the respective meanings specified in Schedule A. Other terms used
     in this Agreement are defined in the context in which they are used and
     will have the respective meanings there specified.

                                        1
<Page>

                                   ARTICLE II
                               WORLDSPAN SERVICES


2.1  CRS ACCESS. During the Term of this Agreement, WORLDSPAN will provide
     Orbitz, as well as the Booking Engine Provider, the Customer Service Center
     Provider, the Fulfillment Provider, and any other third parties that may be
     engaged by Orbitz to provide products or services for the operation of the
     Orbitz Website and that require such access in order to provide those
     products or services, with access to the WORLDSPAN System for purposes of
     the operation of the Orbitz Website and in accordance with the provisions
     of this Agreement.

2.2  SERVICE LEVELS. During the Term of this Agreement, WORLDSPAN will operate
     the WORLDSPAN System in accordance with the Service Levels as set forth on
     Schedule B.

2.3  CUSTOMER SERVICE AND FULFILLMENT INTERFACE. During the Term of this
     Agreement and subject to the charges set forth in Section 2.7, WORLDSPAN
     will (i) provide the Fulfillment Provider, at its facilities, with
     sufficient ticket printers to fulfill the travel services booked by means
     of the Orbitz Website through the WORLDSPAN System, and (ii) provide,
     [***], the communication lines necessary to connect the Fulfillment and
     Customer Service Center Provider(s) with the WORLDSPAN data center.

2.4  RELATIONSHIPS WITH TRAVEL SUPPLIERS. WORLDSPAN will be responsible for
     managing the relationships that it has established with travel suppliers
     throughout the world pursuant to which the travel suppliers pay WORLDSPAN
     fees for transactions booked through the WORLDSPAN System. Although Orbitz
     may establish its own, independent relationships with travel suppliers,
     WORLDSPAN will retain exclusive control over the identity of and the terms
     of its agreements with travel suppliers. The Parties agree to comply with
     the reasonable directions of the travel suppliers with respect to control
     of their respective inventories and related matters.

2.5  ENHANCEMENTS TO WORLDSPAN SYSTEM. WORLDSPAN from time to time may enhance
     or modify the WORLDSPAN System and may change the hardware and/or software
     comprising the WORLDSPAN System and migrate processing for or on behalf of
     Orbitz to such new hardware and/or software. In addition, WORLDSPAN from
     time to time shall offer optional functions, services or equipment to
     Orbitz on or before the time WORLDSPAN generally offers such functions,
     services or equipment to any of its other actual or potential customers at
     such fees, terms and conditions as may be mutually agreed upon. Orbitz's
     use of any such optional function, service or equipment will constitute
     agreement to such agreed upon fees, terms and conditions. WORLDSPAN will

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       2
<Page>

     use reasonable business efforts to ensure that the services provided by
     WORLDSPAN to Orbitz are not materially adversely affected by any such
     enhancements, modifications or changes or by any such optional functions,
     services or equipment.

2.6  CONTINUING INTEGRATION SERVICES. Throughout the Term of the Agreement,
     Worldspan shall use commercially reasonable efforts to resolve technical
     issues regarding the operation of the Worldspan System, including, without
     limitation, technical issues or suspected errors in the Worldspan System
     that cause travel suppliers to experience problems with fare display,
     availability or sales confirmation on the Orbitz Website (each, a
     "Technical Issue"). Each party shall appoint an employee who shall serve as
     the primary point of contact for the other party with respect to Technical
     Issues (each, a "Technical Contact"). Either party may change its Technical
     Contact at any time upon notice to the other party. In addition, the
     parties agree to participate jointly in communications with travel
     suppliers regarding the status of any Technical Issue.

2.7  TICKET PRINTERS. Subject to availability, Orbitz may purchase Worldspan's
     excess and reconditioned TI1600 ATB printers at a cost equal to market
     value not to exceed [***] per printer plus shipping and handling. New
     printers may be purchased by Orbitz from Worldspan [***]. If requested by
     Orbitz, Worldspan shall provide maintenance on such printers and charge
     Orbitz [***]. Notwithstanding the foregoing, any printers provided by
     Worldspan to Orbitz prior to the Effective Date may continue to be used by
     Orbitz or its Fulfillment Provider during the Term of this Agreement [***].
     Orbitz may use any of the printers acquired from Worldspan to connect with
     other third parties. All other equipment provided by Worldspan must be
     connected to the Worldspan network and may not be used with any other third
     party. With respect to any printers that are not connected to the Worldspan
     network, Worldspan will provide maintenance relating to hardware issues and
     Orbitz shall be responsible for all other maintenance issues impacting such
     equipment.

2.8  WORLDSPAN SUPPORT SERVICES. Worldspan shall provide to Orbitz at [***]
     a technical sales specialist and Contract Manager to facilitate bookings
     made from the Orbitz Website through the Worldspan System. Worldspan
     acknowledges that the foregoing obligations are intended to reflect [***].

2.9  DIR GAP ANALYSIS. Worldspan shall provide Orbitz with a DIR GAP analysis
     based on the functionality requested by Orbitz. Worldspan shall use
     reasonable commercial efforts to deliver such functionality and usage
     requirements according to the priority lists mutually agreed upon by the
     parties.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       3
<Page>

                                   ARTICLE III
                             ORBITZ RESPONSIBILITIES

3.1  ORBITZ WEBSITE. Orbitz will establish and maintain the Orbitz Website,
     including performing, or causing third parties to perform, the applicable
     tasks that are the responsibility of Orbitz or such third parties.

3.2  USE OF WORLDSPAN SYSTEM. Orbitz has incorporated the Worldspan System into
     the Orbitz Website and will use reasonable business efforts to encourage
     Users to book travel by means of the Orbitz Website so as to generate Net
     Segments booked through the Worldspan System. Orbitz will [***]. Orbitz
     shall use [***]. Orbitz agrees that from the Effective Date through [***],
     at least [***] of the CRS Segments booked on behalf of all Users, including
     Corporate Users, by means of the Orbitz Website through a CRS will be
     booked through the Worldspan System. Commencing on [***] and continuing
     throughout the remainder of the Term, Orbitz agrees that at least (i) [***]
     of the CRS Segments booked on behalf of [***] by means of the Orbitz
     Website through a CRS will be booked through the Worldspan System and (ii)
     [***] of the CRS Segments booked on behalf of Corporate Users by means of
     the Orbitz Website through a CRS will be booked through the Worldspan
     System. Orbitz will use reasonable business efforts to prevent unauthorized
     or improper use of the Worldspan System and to ensure that its employees,
     agents and Users access and use the Worldspan System in compliance with all
     reasonable instructions provided by Worldspan, including the following:

     (a)  The WORLDSPAN System may not be used to transmit personal messages,
          make speculative or improper bookings, train anyone other than Orbitz
          employees, agents, or Users, or publish or disseminate a compilation
          of air carrier service or other information.

     (b)  Proper use of the WORLDSPAN System consists of making proper and
          legitimate reservations, issuing travel related documents, and
          performing normal accounting and record keeping functions. Improper
          use of the WORLDSPAN System includes, without limitation, making
          speculative bookings, reserving space in anticipation of demand, and
          improper creation or modification of records.

     (c)  Orbitz's employees, agents, and Users may not enter passive bookings
          (e.g., GC, HK, MK or BK codes) into the WORLDSPAN System when no
          corresponding space has been reserved with the corresponding travel
          supplier's internal reservations system. Any passive bookings will be
          removed from the WORLDSPAN System if the corresponding space is
          cancelled.

     (d)  The material and information supplied by WORLDSPAN will not be
          manipulated in a manner that would lead to inaccurate, misleading, or
          discriminatory presentation of information to consumers.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       4
<Page>

     (e)  Orbitz will promptly report to WORLDSPAN any incidents of suspected
          unauthorized access to or use of the WORLDSPAN System and will use
          reasonable commercial efforts to curtail access to or use of the
          WORLDSPAN System by any User upon WORLDSPAN's reasonable request.

3.3  CAPACITY PLANNING. By the end of each calendar month throughout the Term,
     Orbitz will provide to WORLDSPAN, for purposes of WORLDSPAN's capacity and
     resource planning, a written notice of Orbitz's best estimate of the number
     of [***] that will be booked by means of the Orbitz Website through the
     WORLDSPAN System, and the number of any other Message types the Parties may
     mutually agree to be included in WORLDSPAN's capacity and resource
     planning, during each of the next [***] months. Except as provided in the
     next sentence, the notices are provided[***]. With respect to each such
     notice, Orbitz's estimate for each of the first [***] months covered by the
     notice will [***] and, except as set forth below, [***]. Commencing at the
     beginning of the Term of this Agreement, in the event that the number of
     [***] actually booked by means of the Orbitz Website through the WORLDSPAN
     System during any month is less than [***] of [***], then Orbitz will
     reimburse WORLDSPAN for any WORLDSPAN Actual Costs that [***]. In the event
     that WORLDSPAN plans to incur an expense or cost of [***] or more due to
     Orbitz's estimate and for which Orbitz might become obligated to reimburse
     WORLDSPAN pursuant to this Section 3.3, then WORLDSPAN shall promptly
     notify Orbitz of such planned expense or cost and provide Orbitz with a
     reasonably detailed explanation of the reasons for such cost or expense,
     and Orbitz shall have [***] days to resubmit a forecast with modified [***]
     estimates. [***] WORLDSPAN shall use commercially reasonable efforts to
     avoid and/or mitigate any Orbitz-reimbursable costs or expenses.

3.4  THIRD PARTY COORDINATION. Orbitz will manage its relationships with the
     Booking Engine Providers, the Customer Service Center Providers, the
     Fulfillment Providers, and any other applicable third parties involved in
     the implementation or operation of the Orbitz Website and will be
     responsible for the timely performance of their respective obligations
     relating to WORLDSPAN's performance under this Agreement. In connection
     therewith, Orbitz acknowledges and agrees that:

     (a)  Orbitz or its Booking Engine Providers will be responsible for
          providing the booking engine utilized by the Orbitz Website.

     (b)  Orbitz or its Customer Service Center Providers will be responsible
          for customer support relating to the Orbitz Website. Except to the
          extent otherwise mutually agreed, WORLDSPAN will not be responsible
          for providing any "help desk" or similar support or assistance with
          respect to any hardware, software, product, or service that is not
          provided by WORLDSPAN hereunder. Upon WORLDSPAN's reasonable request
          from time to time, Orbitz will notify its employees, agents, and Users
          of the appropriate places to obtain such support and assistance and
          that WORLDSPAN is not responsible for providing the same.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       5
<Page>

     (c)  Orbitz or its Fulfillment Providers will be responsible for
          fulfillment of all travel services booked by means of the Orbitz
          Website.

     (d)  Unless and until WORLDSPAN is requested to provide such services as
          provided below, Orbitz or its Domestic Fares Providers will be
          responsible for providing fares and pricing information relating to
          Domestic Air Travel for the Orbitz Website. Upon Orbitz's request,
          WORLDSPAN will commence providing Domestic Air Travel fares and
          pricing information for the Orbitz Website and will use reasonable
          business efforts to do so on the schedule reasonably requested by
          Orbitz and in compliance with the Service Levels. However, if
          WORLDSPAN is given less than [***] days prior notice that it is to
          begin providing Domestic Air Travel fares and pricing information for
          the Orbitz Website, then, for the period ending [***] days after
          WORLDSPAN is given such notice, WORLDSPAN will be excused from and not
          held accountable for any failure to meet any Service Level to the
          extent that such failure results from WORLDSPAN's provision of
          Domestic Air Travel fares and pricing information for the Orbitz
          Website.

     (e)  With respect to the booking engine and any other component of, or used
          by, the Orbitz Website that directly interfaces with the WORLDSPAN
          System, Orbitz will use reasonable business efforts to ensure that (i)
          the component uses the highest participation level in the WORLDSPAN
          System that is available to the component, (ii) the component's
          interface to the WORLDSPAN System results in a reasonably efficient
          use of the WORLDSPAN System, as periodically confirmed by WORLDSPAN's
          audit, (iii) any software included in the component meets commercially
          reasonable standards for stability, acceptability, documentation, and
          integrity and has been sufficiently stress tested to ensure that it
          will meet anticipated volume requirements, and (iv) any hardware used
          by the component meets WORLDSPAN's reasonable requirements for
          compatibility.

     (f)  Each Party will cooperate with the other Party, and will cause each
          third party under such Party's control or direction to cooperate with
          the other Party, in the performance of the other Party's obligations
          hereunder by, among other things, making available such information,
          data, access to premises, management decisions, approvals, and
          acceptances as may be reasonably requested by the other Party.

3.5  USE OF THE INTERNET. Since the Orbitz Website will primarily utilize the
     Internet, which is not managed or controlled by either Party, both Parties
     acknowledge and agree that:

     (a)  Any views or comments expressed by either Party in electronic
          communications sent through the WORLDSPAN System over the Internet
          will not reflect any review, approval, or endorsement of the other
          Party.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       6
<Page>

     (b)  Each Party reserves the right upon the written approval of the other
          Party, to access the other Party's configuration/system in order to
          investigate and resolve system errors or service-related problems.

                                   ARTICLE IV
                                    PAYMENTS

4.1  COST [***].  Orbitz will [***] in connection with the following:

     (a)  Any telecommunication lines and related equipment and services
          associated with communication between WORLDSPAN and Orbitz or Orbitz
          systems.

     (b)  Any telecommunication lines and related equipment and services
          associated with communication between WORLDSPAN and (i) the
          Fulfillment Providers, (ii) the Customer Service Center Providers,
          (iii) Orbitz's telecommunications center in Oakbrook, Illinois, and
          (iv) unless otherwise mutually agreed, any other entity for which such
          communication is requested by or on behalf of Orbitz.

4.2  EXCESS WEIGHTED MESSAGE UNIT CHARGES. During the Term of this Agreement,
     Orbitz will pay Worldspan for any excess Weighted Message Units in
     accordance with the following:

     (a)  For any month in which Worldspan does not provide Domestic Air Travel
          fares and pricing information for the Orbitz Website and during which
          the number of Weighted Message Units for the Messages processed by the
          Worldspan System is greater than [***] times [***] booked by means of
          the Orbitz Website through the Worldspan System during that month,
          Orbitz will pay Worldspan an excess Weighted Message Unit charge equal
          to (i) [***] multiplied by (ii) the amount by which the number of
          Weighted Message Units for the Messages processed by the Worldspan
          System during that month exceeds [***] times the number of [***]
          during that month.

     (b)  For any month in which Worldspan does provide Domestic Air Travel
          fares and pricing information for the Orbitz Website and during which
          the number of Weighted Message Units for the Messages processed by the
          Worldspan System is greater than [***] times [***] booked by means of
          the Orbitz Website through the Worldspan System during that month,
          Orbitz will pay Worldspan an excess Weighted Message Unit charge equal
          to (i) [***] multiplied by (ii) the amount by which the number of
          Weighted Message Units for the Messages processed by the Worldspan
          System during that month exceeds [***] times the number of [***]
          during that month. For purposes of this Agreement, the parties must
          consent in writing to the provision of Domestic Air Travel fares and
          pricing information to the Orbitz Website by Worldspan.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       7
<Page>

     (c)  For any month during which the Response Time Monitor is operational,
          Orbitz will be entitled to request in writing a credit against any
          excess Weighted Message Unit charge otherwise payable pursuant to
          either subsection (a) or subsection (b) of this Section 4.2, which
          credit shall be equal to the lesser of [***].


4.3  SEGMENT FEES.  During the Term of the Agreement, Worldspan will pay
     Orbitz Base Segment Fees in accordance with the following:

     (a)  As an inducement for Orbitz to book Segments through the Worldspan
          System and subject to Section 4.3(b), for each calendar month during
          the period commencing on the Effective Date and continuing through the
          remainder of the Term of this Agreement, Worldspan will pay Orbitz the
          Adjusted Segment Fee for each Net Segment for that month. However,
          [***].

     (b)  Retroactive to June 4, 2001 and continuing until July 31, 2003, this
          Section shall apply to Net Air Segments and Booking Fees of Charter
          Airlines. In determining the number of Net Air Segments of Charter
          Airlines, Worldspan will include ninety-five percent (95%) of the Net
          Air Segments booked by Orbitz users on Charter Airlines. The remaining
          five percent (5%) of the Net Air Segments booked by Orbitz users on
          Charter Airlines will not be taken into consideration in determining
          the Adjusted Segment Fee payable to Orbitz. In addition, Worldspan
          will pay Orbitz a fee equal to five percent (5%) of the Booking Fees
          paid by Charter Airlines to Worldspan for Net Air Segments. This
          Section 4.3(b) shall not apply to the following: (i) any Net Air
          Segments or Booking Fees from a Charter Airline that implements a
          direct connection to Orbitz; (ii) any Charter Airline that ceases to
          be a Charter Airline; (iii) any Charter Airline that Orbitz is not
          contractually obligated to pay air segment rebates; (iv) any Net Air
          Segments or Booking Fees from Charter Airlines after September 30,
          2003; or (v) as otherwise agreed by Orbitz and Worldspan.

4.4  ITA SUBSCRIPTION FEE. The parties agree to use their diligent best efforts
     to reach a definitive agreement by December 31, 2001 whereby Orbitz shall
     pay Worldspan a subscription fee in exchange for access to Worldspan's
     availability information on air carrier seat inventory.

4.5  TIME OF PAYMENT. Promptly after the end of each calendar month during the
     Term of this Agreement, WORLDSPAN will submit to Orbitz:

     (a)  An invoice for all amounts that are payable to WORLDSPAN by Orbitz
          hereunder for that month.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       8
<Page>

     (b)  A report of all amounts that are payable to Orbitz by WORLDSPAN
          hereunder for that month.

     All such amounts, whether payable to WORLDSPAN or Orbitz, will be due and
     payable within thirty (30) days after the date of the invoice therefor or
     the report thereof, as the case may be. However, the Party owing the larger
     amount to the other Party may, at its discretion and after giving the other
     Party at least ten (10) days' notice thereof, set-off the amount owed to it
     by the other Party against the amount it owes the other Party and pay only
     the net amount to the other Party. Any amount payable to either Party that
     is not paid when due, and any amount that is erroneously paid to either
     Party and is not repaid within thirty (30) days after that Party receives a
     written request for repayment, will thereafter bear interest until paid or
     repaid, as the case may be, at a rate of interest equal to the United
     States prime rate that, as of the date such amount was due, was then most
     recently published in the "Money Rates" section of THE WALL STREET JOURNAL;
     provided, however, that in no event will such rate of interest exceed the
     maximum rate allowed by applicable law.

4.6  TAXES. Each Party will be responsible for, and will pay or reimburse the
     other for, any sales, use, excise, value-added, or similar taxes (but not
     including taxes on net income or franchise taxes) that are based upon any
     services, materials or goods provided to that Party hereunder or upon any
     amounts payable to the other Party hereunder. Each Party will cooperate
     with the other in minimizing any applicable taxes, including providing to
     the other any exemption certificates or other information reasonably
     requested by the other.

                                    ARTICLE V
                             CONTRACT ADMINISTRATION

5.1  CONTRACT MANAGERS. Each Party will from time to time appoint, and give the
     other written notice of the appointment of, an individual (the "Contract
     Manager" for that Party) who will oversee and manage the performance of
     that Party's obligations under this Agreement, will serve as that Party's
     primary point of contact with the other Party, and will be authorized to
     act for and on behalf of that Party with respect to all matters relating to
     this Agreement.

5.2  PERIODIC MEETINGS. In order to facilitate and enhance on-going
     communications, the Contract Managers will meet on a mutually agreed
     periodic basis, and at such other times as may be reasonably requested by
     either of them, to review the Parties' performance of their obligations
     under this Agreement and to discuss technical plans, financial matters,
     system performance, service levels and any other matters related to this
     Agreement that may be reasonably requested by either Party.

5.3  MANAGEMENT REPORTS. On at least a calendar monthly basis, WORLDSPAN will
     provide to Orbitz reports of WORLDSPAN's performance of its obligations
     pursuant to this Agreement, including information regarding WORLDSPAN's
     performance with respect to

                                       9
<Page>

     the Service Levels and such other information upon which the Parties may
     mutually agree from time to time.

                                   ARTICLE VI
                SECURITY, CONFIDENTIALITY, AND PROPRIETARY RIGHTS

6.1  SECURITY. Each Party will implement and maintain appropriate security
     measures for its operations in accordance with technological developments
     and its evolving security needs. Those appropriate security measures for
     each Party will include, without limitation, establishing a security policy
     for its computer network, preventing unauthorized access to its computer
     systems, implementing administrative security controls for its computing
     operations, installing firewalls in its communications network, protecting
     its computer resources from insider abuse, having appropriate
     administrative procedures to ensure that system access capability to its
     computer systems is given to only authorized users and is promptly
     withdrawn from terminated employees or other persons who are no longer
     authorized, establishing a single point of control for responses to
     incidents involving its security, and monitoring the effectiveness of the
     security of its computer network. Neither Party will, or will assist others
     in efforts to, subvert, compromise, or otherwise interfere with the
     operations or security of any communications network or computing facility
     of the other. Each Party will cooperate with the other in investigating and
     prosecuting any security breaches that affect or threaten the security of
     the other.

6.2  CONFIDENTIALITY. Each Party agrees that all Confidential Information
     disclosed to it by the other, whether before or after the Effective Date,
     will be held in strict confidence, will be used only for purposes of this
     Agreement, will be kept in as secure a location and with as stringent
     precautions as the receiving Party uses for its own similar information,
     will be provided only to those employees and agents of the receiving Party
     who require such access for purposes of this Agreement, and will not be
     disclosed to any unauthorized person by the receiving Party or any of its
     employees or agents except with the prior written consent of the disclosing
     Party or as may be required by legal or regulatory requirements beyond the
     control of the receiving Party.

6.3  PROPRIETARY RIGHTS. Orbitz acknowledges and agrees that, as between the
     Parties, the WORLDSPAN System will be and remain the property of WORLDSPAN
     and that the WORLDSPAN System constitutes and includes trade secrets and
     proprietary and confidential information of WORLDSPAN. Orbitz will, and
     will allow its employees, agents, and Users to, access and use the
     WORLDSPAN System only for the purposes contemplated by this Agreement. In
     addition, Orbitz will not, and will not allow its employees, agents, or
     Users to, copy, duplicate, reproduce, de-compile, reverse engineer,
     re-engineer, modify, or disclose in any form the WORLDSPAN System or any
     portion thereof. Upon termination of this Agreement for any reason, Orbitz
     will promptly return to WORLDSPAN any material relating to the WORLDSPAN
     System that may be in Orbitz's possession or control.

                                       10
<Page>

6.4  ORBITZ INFORMATION. WORLDSPAN acknowledges and agrees that, as between the
     Parties, the Orbitz Information shall be deemed the confidential and
     proprietary information of Orbitz and shall be considered as
     work-made-for-hire. To the extent the Orbitz Information is not considered
     work-made-for-hire, WORLDSPAN hereby assigns upon creation all ownership
     rights that WORLDSPAN may have or hereafter acquires in the Orbitz
     Information to Orbitz. WORLDSPAN shall cooperate with Orbitz in securing,
     enforcing and otherwise protecting Orbitz's interest in the Orbitz
     Information, including, without limitation, by signing all documents
     reasonably requested by Orbitz. Upon request by Orbitz, WORLDSPAN shall
     provide all Orbitz Information in the form, format and manner as may be
     reasonably requested by Orbitz. However, notwithstanding the foregoing,
     WORLDSPAN may disclose Orbitz Information if and to the extent required by
     legal or regulatory requirements and may use aggregate information and
     statistics reflecting the use of the WORLDSPAN System by means of the
     Orbitz Website as long as such use is in accordance with applicable legal
     or regulatory requirements and in accordance with WORLDSPAN's ordinary and
     customary business practices.

                                   ARTICLE VII
                                   TERMINATION

7.1  TERMINATION FOR CAUSE. In the event that either Party materially defaults
     in the performance of any of its duties or obligations hereunder and does
     not substantially cure the default within thirty (30) days after being
     given written notice specifying the default, or, with respect to any
     default that cannot reasonably be cured within thirty (30) days, if the
     defaulting Party fails to proceed promptly after being given such notice to
     commence curing the default and thereafter to proceed with all due
     diligence to substantially cure the same, then the Party not in default
     may, by giving written notice of termination to the defaulting Party at any
     time thereafter and before the default is substantially cured, terminate
     this Agreement as of a date specified in the notice of termination.

7.2  TERMINATION FOR NONPAYMENT. In the event that either Party defaults in the
     payment when due of any amount due to the other Party hereunder and does
     not cure the default within thirty (30) days after being given written
     notice specifying the default, then the Party not in default may, by giving
     written notice of termination to the defaulting Party at any time
     thereafter and before the default is cured, terminate this Agreement as of
     a date specified in the notice of termination.

7.3  TERMINATION FOR INSOLVENCY. In the event that either Party becomes or is
     declared insolvent or bankrupt, is the subject of any proceedings relating
     to its reorganization, liquidation, insolvency or for the appointment of a
     receiver or similar officer for it, makes an assignment for the benefit of
     all or substantially all of its creditors, or enters into an agreement for
     the composition, extension, or readjustment of all or substantially all of
     its obligations, then the other Party may, by giving written notice of
     termination to such Party, terminate this Agreement as of a date specified
     in the notice of termination.

                                       11
<Page>

7.4  TERMINATION FOR MATERIAL SERVICE LEVEL FAILURE. In the event that a
     Material Service Level Failure occurs, then Orbitz may, by giving written
     notice of termination to WORLDSPAN within [***], terminate this Agreement
     without any liability as of a date specified in the notice of termination.

7.5  TERMINATION UPON A CHANGE-IN-CONTROL. In the event there is a
     Change-in-Control of Worldspan, then Worldspan, or any successor in
     interest to Worldspan (the "Successor"), [***] shall [***]. Any failure by
     Worldspan or a Successor to comply with the foregoing obligations shall
     constitute a material breach of this Agreement and in such event, not more
     than 60 days following such breach, Orbitz shall have the right to
     terminate this Agreement pursuant to this Section 7.5 by providing
     Worldspan with written notice of the termination 3 months prior to the
     effective date of termination specified in the notice. Such termination is
     at the sole discretion of Orbitz and is in lieu of any other remedy
     available at law or in equity.

7.6  TERMINATION ASSISTANCE. Upon the expiration or termination of this
     Agreement for any reason, WORLDSPAN will provide to Orbitz, during any
     applicable notice period and for up to [***] after the expiration or
     termination, such termination assistance as may be reasonably requested by
     Orbitz to facilitate the orderly transition of responsibility for the
     services provided by WORLDSPAN hereunder to Orbitz or its designee. If and
     to the extent that the termination assistance is provided after the
     expiration or termination of this Agreement or otherwise requires resources
     in addition to those resources then being regularly utilized in performing
     services hereunder, Orbitz will pay WORLDSPAN for the termination
     assistance at [***] for the resources used therefor or on such other basis
     as WORLDSPAN and Orbitz may agree upon at that time. However, if this
     Agreement is terminated by WORLDSPAN pursuant to Section 7.1, 7.2 or 7.3
     hereof, then WORLDSPAN may, as a condition to WORLDSPAN's obligation to
     provide any termination assistance for Orbitz during any month, require
     Orbitz to pay to WORLDSPAN, prior to the first day of that month, an amount
     equal to [***].

                                  ARTICLE VIII
                 ALLOCATION OF RISKS AND RESOLUTION OF DISPUTES

8.1  MUTUAL INDEMNITIES. Each Party agrees to indemnify, defend, and hold
     harmless the other Party and its successors, assigns, affiliates, officers,
     employees, and agents from and against any and all claims, actions,
     damages, liabilities, costs and expenses, including reasonable attorneys'
     fees and expenses, arising out of any third party claim related to:

     (a)  Any death or personal injury, or any destruction of or damage to any
          real or tangible personal property, alleged to have been caused by or
          on behalf of the indemnifying Party or its employees or agents.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       12
<Page>

     (b)  Any infringement of a United States letters patent, a trade secret, or
          any copyright, trademark, service mark, trade name or similar
          proprietary rights conferred by statute, by common law, or by contract
          alleged to have occurred as a result of rights conveyed, materials
          provided, or work performed by or on behalf of the indemnifying Party.

8.2  INDEMNIFICATION PROCEDURES. Any Party claiming indemnification pursuant to
     this Agreement will give the indemnifying Party prompt written notice of
     any matters with respect to which this indemnity may apply, will give the
     indemnifying Party full opportunity to control the response thereto and the
     defense thereof, and will provide reasonable cooperation and assistance in
     connection with the defense and/or settlement of the claim. However, the
     indemnified Party may, at its own expense, participate in such defense and
     in any settlement discussions, either directly or through counsel of its
     choice.

8.3  DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY
     MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY INDEMNITIES, WARRANTIES,
     INDEMNIFICATIONS, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR
     IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR
     FITNESS FOR A PARTICULAR PURPOSE.

8.4  LIMITATIONS ON LIABILITY. ANY LIABILITY OF EITHER PARTY ARISING FROM OR
     RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
     INTENDED CONDUCT, STRICT LIABILITY, OR OTHERWISE, WILL BE LIMITED TO THE
     OTHER PARTY'S ACTUAL, DIRECT DAMAGES AND WILL BE SUBJECT TO THE FOLLOWING:

     (a)  EXCEPT FOR DAMAGES RESULTING FROM THE LIABLE PARTY'S GROSS NEGLIGENCE,
          WILLFUL MISCONDUCT, OR FAILURE TO PERFORM ANY OF ITS CONFIDENTIALITY,
          INDEMNIFICATION, OR PAYMENT OBLIGATIONS HEREUNDER, THE AMOUNT OF
          DAMAGES RECOVERABLE AGAINST THE LIABLE PARTY FOR ALL EVENTS, ACTS, AND
          OMISSIONS WILL NOT EXCEED, IN THE AGGREGATE, THE SUM OF [***].

     (b)  IN NO EVENT WILL THE LIABLE PARTY BE LIABLE FOR (I) ANY INDIRECT,
          CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, EXCEPTING
          DAMAGES ARISING OUT OF THE LIABLE PARTY'S INDEMNIFICATION OBLIGATIONS
          SET FORTH IN THIS ARTICLE VIII, OR (II) ANY DAMAGES THAT COULD HAVE
          BEEN PREVENTED OR MITIGATED BY THE OTHER PARTY'S TAKING REASONABLE
          PRECAUTIONS OR FOLLOWING REASONABLE PROCEDURES.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       13
<Page>

8.5  RESOLUTION OF DISPUTES. In the event of any dispute between the Parties
     arising from or relating to this Agreement, the Parties will resolve the
     dispute by using the following procedures:

     (a)  Upon the request of either Party, the Contract Managers will meet to
          discuss the dispute, will exchange any information that they mutually
          agree is relevant to the issues in dispute, and will use all
          reasonable efforts to resolve the dispute without the need for further
          proceedings.

     (b)  If the Contract Managers fail to resolve the dispute within ten (10)
          business days after the initial request that they meet to resolve the
          dispute in accordance with subsection (a) above, or mutually conclude
          in good faith that they are unlikely to resolve the dispute, then,
          upon the request of either Party, each of the Parties will designate a
          senior executive, who may be supported by legal and technical
          advisers, to meet with the senior executive designated by the other
          Party and negotiate in good faith to resolve the dispute on an
          amicable basis.

     (c)  If the designated senior executives fail to resolve the dispute within
          ten (10) business days after the initial request that they meet to
          resolve the dispute in accordance with subsection (b) above, or
          mutually conclude in good faith that resolution through such
          negotiations does not appear likely, then, upon the request of either
          Party, the dispute will be submitted to non-binding mediation as set
          forth herein. In the mediation process, the Parties will try to
          resolve their differences voluntarily with the aid of an impartial
          mediator, who will attempt to facilitate negotiations. The mediator
          will be selected by agreement of the Parties. If the Parties cannot
          agree on a mediator, a mediator will be designated by the American
          Arbitration Association or JAMS/Endispute, or other mutually
          acceptable reputable dispute resolution firm, at the request of either
          Party. Any mediator so designated must be acceptable to both Parties.
          The mediation will be conducted as specified by the mediator and
          agreed upon by the Parties. The Parties agree to discuss their
          differences in good faith and to attempt, with the assistance of the
          mediator, to reach an amicable resolution of the dispute. The
          mediation will be treated as a settlement discussion and therefore
          will be confidential. The mediator may not testify for either Party in
          any later proceeding relating to the dispute. No recording or
          transcript shall be made of the mediation proceedings. The mediation
          shall be conducted in Chicago, Illinois. Each Party shall, except as
          otherwise provided herein, be responsible for its own expenses,
          including legal fees, incurred in the course of the dispute resolution
          period and mediation. The fees of the mediator shall be divided evenly
          between the Parties.

     (d)  Neither Party may commence any legal action arising out of this
          Agreement until thirty (30) days after the commencement of the
          mediation as set forth above, or such shorter period as the Parties
          may mutually agree in writing. Notwithstanding the foregoing
          provisions of this Section 8.5, either Party may seek interim judicial
          relief, including injunctions, specific performance, and other
          equitable remedies,

                                       14
<Page>

          to the extent necessary to preserve the status quo or prevent
          irreparable injury until any related dispute can be resolved as
          provided in this Section 8.5.

     (e)  Any action or proceeding seeking to enforce any provision of, or based
          on any right arising out of, this Agreement may be brought against
          either Party only in the appropriate state or federal courts located
          in Cook County, Illinois. Each Party consents to the exclusive
          jurisdiction of such courts (and of the appropriate appellate courts)
          in any such action or proceeding and waives any objection to venue
          laid therein.

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1  ASSIGNMENT. This Agreement will be binding upon, and inure to the benefit
     of, the Parties and their respective successors and assigns. However,
     neither Party may, without the prior written consent of the other, assign
     or transfer this Agreement, or any of its rights or obligations under this
     Agreement, to any person or entity other than one who (i) merges,
     consolidates, or otherwise combines with that Party or otherwise acquires
     all or substantially all of the operating assets of that Party, and (ii)
     agrees or otherwise becomes legally obligated to comply with and be bound
     by the provisions of this Agreement to the same extent as that Party.

9.2  NOTICES. Any notice required or permitted by this Agreement will be deemed
     given (i) when delivered, if delivered by hand or by facsimile
     (transmission confirmed), (ii) on the next business day, if sent by
     overnight courier service for next business day delivery, or (iii) on the
     third business day, if sent by prepaid United States mail, return receipt
     requested, in each case to the applicable Party at the address or facsimile
     number specified as follows:

          If to Orbitz:

                  Orbitz, LLC
                  200 South Wacker Drive, 19th Floor
                  Chicago, Illinois 60606
                  Attention:     President

                  Facsimile No.: 312-632-1592

               with a copy to:

                  Orbitz, LLC
                  200 South Wacker Drive, 19th Floor
                  Chicago, Illinois 60606
                  Attention:     General Counsel

                  Facsimile No.: 312-632-1592

                                       15
<Page>

          If to WORLDSPAN:

                  Worldspan, L.P.
                  300 Galleria Parkway, N.W.
                  Atlanta, Georgia 30339
                  Attention: President and Chief Executive Officer

                  Facsimile No.: 770-563-7878

               with a copy to:

                  Worldspan, L.P.
                  300 Galleria Parkway, N.W.
                  Atlanta, Georgia  30339
                  Attention: General Counsel

                  Facsimile No.: 770-563-7878

     Either Party may change its address or facsimile number for notice purposes
     by giving the other Party prior written notice of the new address and/or
     facsimile number and the date upon which the change will be effective.

9.3  FORCE MAJEURE. Neither Party will be responsible or liable for, and that
     Party will be excused from, any non-performance or delay in the performance
     of any of its non-monetary obligations under this Agreement if and to the
     extent that such non-performance or delay (i) is caused by an act of God,
     natural disaster, civil disturbance, or any other factor beyond the control
     of that Party, whether or not foreseeable, and (ii) could not have been
     prevented by that Party's taking normal and customary precautions. In the
     event that either Party is excused from the performance of its obligations
     pursuant to this Section, then that Party will use all efforts that are
     practicable under the circumstances to resume performance of its
     obligations as soon as feasible.

9.4  FURTHER ASSURANCES. Each Party agrees to execute, acknowledge, and deliver
     such further instruments and documents, and to do such other acts and
     things, as may be required by law or reasonably requested by the other
     Party to carry out the full intent and purposes of this Agreement.

9.5  PRESS RELEASES. Neither Party will issue any press release or other public
     communication that mentions the other, or uses any copyright, trademark,
     service mark, or trade name of the other, without the prior approval of the
     other, except that each Party may make announcements intended solely for
     internal distribution at that Party and may make any disclosure required by
     legal, accounting, or regulatory requirements beyond the reasonable control
     of that Party.

                                       16
<Page>

9.6  NON-SOLICITATION. Each Party agrees that, during the Term of this Agreement
     and for [***] thereafter, neither it nor any affiliate of it will, except
     with the prior written consent of the other Party, solicit for employment
     [***] by the other Party or any affiliate of the other Party if that
     individual was involved in the performance of this Agreement. The foregoing
     shall not restrict the general solicitation or recruiting activities by
     either Party.

9.7  THIRD PARTY BENEFICIARIES. This Agreement is for the benefit of the Parties
     and is not intended to confer any rights or benefits on any third party,
     including any employee or creditor of either Party.

9.8  NO WAIVER; CUMULATIVE REMEDIES. No delay on the part of either Party in
     exercising any right, power or privilege hereunder will operate as a waiver
     thereof. No waiver on the part of either Party of any such right, power or
     privilege will preclude any further exercise thereof or the exercise of any
     other such right, power or privilege. All remedies provided for in this
     Agreement shall be cumulative and in addition to and not in lieu of any
     other remedies available to either Party at law, in equity or otherwise.

9.9  CONSTRUCTION. The Article, Section and similar headings used in this
     Agreement are for reference purposes only and are to be given no effect in
     the construction or interpretation of this Agreement. Any references in
     this Agreement to an Article, Section, or Schedule is to that Article or
     Section of, or that Schedule to, this Agreement, unless otherwise
     specified. As used in this Agreement, the words "hereof" or "hereunder" or
     other words of similar import refer to this entire Agreement and not any
     separate portion hereof, unless otherwise specified.

9.10 SEVERABILITY. Any provision of this Agreement that is prohibited or
     unenforceable in any jurisdiction will, as to such jurisdiction, be
     ineffective to the extent of such prohibition or unenforceability without
     either invalidating the remaining provisions hereof, to the extent that
     such remaining provisions are capable of substantial performance, or
     affecting the validity or enforceability of such provision in any other
     jurisdiction.

9.11 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each
     of which will be an original and all of which will together constitute one
     single agreement between the Parties.

9.12 GOVERNING LAW. This Agreement will be governed by, and will be construed
     and enforced in accordance with, the laws, other than choice of law rules,
     of the State of Illinois.

9.13 AMENDMENTS. This Agreement may be amended only by a written document signed
     by an authorized representative of each of the Parties. No waiver or
     discharge hereof will be valid unless in writing and signed by an
     authorized representative of the Party against which the waiver or
     discharge is sought to be enforced.

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.

                                       17
<Page>

9.14 ENTIRE AGREEMENT. This Agreement, including the Schedules hereto, each of
     which is incorporated herein for all purposes, constitutes the entire
     agreement and understanding of the Parties with respect to the subject
     matter hereof and supersedes all prior agreements and understandings, both
     written and oral, between the Parties with respect to the subject matter
     hereof.

9.15 AUDIT RIGHTS. During the Term of this Agreement and for one (1) year
     thereafter, WORLDSPAN agrees to keep all usual and proper records and books
     of account relating to the products and services provided by WORLDSPAN and
     operation of the WORLDSPAN System pursuant this Agreement. Once each
     calendar quarter during the Term of the Agreement, and upon thirty (30)
     days prior written notice to WORLDSPAN, Orbitz may have an auditor inspect
     the records and other information collected, generated or maintained by
     WORLDSPAN arising out of or in connection with the provision of the
     services pursuant to this Agreement, during WORLDSPAN's normal business
     hours, for the purpose of determining the accuracy of the charges,
     expenses, costs, fees, service levels, and otherwise determining
     WORLDSPAN's compliance with this Agreement. Orbitz shall pay for all the
     costs of such inspection, including all reports and any other information
     supplied. Information disclosed to Orbitz or to its auditing representative
     in the course of such inspection shall be subject to the confidentiality
     requirements of this Agreement.

IN WITNESS WHEREOF, each of Orbitz and WORLDSPAN has caused this Agreement to be
executed by its duly authorized representative.

ORBITZ, LLC                           WORLDSPAN, L.P.


By:     /s/ Steve Hafner              By:     /s/ Susan J. Powers


Title:  Vice President - Business     Title:  Senior Vice President - eCommerce
        Development

                                       18
<Page>

                                   SCHEDULE A

                                   DEFINITIONS

1.   "Adjusted Segment Fee" means, [***].

2.   "Aggregate Segments" means, for any applicable time period, the sum of (i)
     the Net Segments for that period, plus (ii) the number of direct or through
     flights booked during that period by means of the Orbitz Website through
     the WORLDSPAN System for which [***], as determined by the WORLDSPAN
     System, plus (iii) any other segments mutually agreed upon by Orbitz and
     Worldspan.

3.   "Air Segment" means each direct or through flight booked by means of the
     Orbitz Website through the WORLDSPAN System for which [***], as determined
     by the WORLDSPAN System.

4.   "Airline Direct Connect Segment" means an Air Segment that is designated by
     an air carrier, Worldspanand Orbitz as constituting an Airline Direct
     Connect Segment.

5.   "Available" means, with respect to the WORLDSPAN System, [***] the
     WORLDSPAN System is capable of performing [***].

6.   "Base Segment Fee" means, for any calendar month, (i) for a Net Car Segment
     or a Net Hotel Segment, [***] and (ii) for a Net Air Segment, the amount
     set forth in the following table for the number of Net Segments for the
     Contract Year in which that month falls [***].

<Table>
<Caption>
                     CONTRACT YEAR                      NET AIR SEGMENT
                      NET SEGMENTS                     BASE SEGMENT FEE
                     ------------------------- ------------------------
                     <S>                                    <C>
                     [***] or more                          $ [***]
                     [***] to [***]                         $ [***]
                     [***] or less                          $ [***]
</Table>

     Effective as of [***], "Base Segment Fee" means, for any calendar month,
     (i) for a Net Car Segment, the amount set forth in Table 1 for the number
     of Net Car Segments for the Contract Year in which that month falls [***],
     and (ii) for a Net Air Segment, the amount set forth in Table 2 for the
     number of Net Air Segments for the Contract Year in which that month falls
     [***], and (iii) for a Net Hotel Segment, the amount set forth in Table 3
     for the number of Net Hotel Segments for the Contract Year in which that
     month falls [***]:

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      A - 1
<Page>

Table 1

<Table>
<Caption>
CONTRACT YEAR NET CAR SEGMENTS      NET CAR SEGMENT BASE SEGMENT FEE
------------------------------      --------------------------------
        <S>                                     <C>
        [***] or more                           $ [***]
        [***] to [***]                          $ [***]
        [***] or less                           $ [***]
</Table>

Table 2

<Table>
<Caption>
CONTRACT YEAR NET AIR SEGMENTS      NET AIR SEGMENT BASE SEGMENT FEE
------------------------------      --------------------------------
        <S>                                     <C>
        [***] or more                           $ [***]
        [***] to [***]                          $ [***]
        [***] to [***]                          $ [***]
        [***] or less                           $ [***]
</Table>

Table 3

<Table>
<Caption>
CONTRACT YEAR NET HOTEL SEGMENTS    NET HOTEL SEGMENT BASE SEGMENT FEE
--------------------------------    ----------------------------------
<S>                                              <C>
[***] or more                                    $ [***]
[***] to [***]                                   $ [***]
[***] to [***]                                   $ [***]
[***] to [***]                                   $ [***]
[***] or less                                    $ [***]
</Table>

[***]

7.   "Booking Engine Providers" means Datalex Limited or any other company that
     Orbitz may engage from time to time to provide the booking engine for the
     Orbitz Website.

8.   "Booking Fees" means the rates charged by Worldspan to participating air
     carriers for airline passenger segments booked through the Worldspan System
     based on the participating carriers' service levels and as published by
     Worldspan from time to time. Booking Fees do not include usage fees, fees
     for special services, or other ancillary fees.

9.   "Car Segment" means each car rental booked by means of the Orbitz Website
     through the WORLDSPAN System for which [***], as determined by the
     WORLDSPAN System.

10.  "Change-in-Control" shall be deemed to exist if affiliates of Delta Air
     Lines, Inc. ("Delta"), Northwest Airlines, Inc. ("Northwest") or American
     Airlines, Inc. ("American") collectively no longer hold more than fifty
     percent (50%) of the voting interest in Worldspan or if Worldspan is
     combined with another entity of which affiliates of Delta, Northwest and/or
     American collectively do not hold more than fifty percent (50%) of the
     voting interests of the combined entity. In addition, a "Change-in-Control
     will be deemed to exist if more than fifty percent (50%) of the voting
     interest of

----------
***  Certain information on this page has been omitted and filed separately
     with the Commission. Confidential treatment has been requested with
     respect to the omitted portions.


                                      A - 2
<Page>

     Worldspan is acquired by another CRS. Notwithstanding any of the foregoing,
     an initial public offering of Worldspan shall not constitute a
     "Change-in-Control."

11.  "Charter Airline" means the air carrier set forth in Schedule D for the
     period set forth in Schedule D.

12.  "Contract Manager" has the meaning specified in Section 5.1.

13.  "Contract Year" means a 12-month period of time commencing on the January 1
     or any anniversary thereof, provided that the initial Contract Year shall
     be a partial year commencing on the Effective Date and continuing through
     December 31, 2001. Notwithstanding the foregoing, for purposes of Section
     4.3(a), the initial Contract Year shall be a partial year retroactive to
     June 4, 2001 and continuing through December 31, 2001.

14.  "Confidential Information" means, with respect to either Party, any
     proprietary business or technical information of that Party, including any
     know-how, data, drawings, specifications, software, listings, source code,
     object code, customer lists, financial information, business plans,
     marketing concepts, and business relationships, including the terms of this
     Agreement, regardless of the form in which such information is communicated
     or maintained and whether or not such information constitutes a trade
     secret. However, Confidential Information will not include any information
     that (i) at the time of disclosure by the disclosing Party was already
     rightfully known by the receiving Party without any obligation of
     confidentiality, (ii) is or becomes generally available to the public other
     than through any wrongful act or omission by the receiving Party, (iii) is
     developed by the receiving Party independently of any Confidential
     Information it may have received from the disclosing Party, or (iv) the
     receiving Party receives from a third party free to make such disclosure
     without breach of any legal obligation.

15.  "CRS" means a computer reservations system operated by WORLDSPAN, Sabre,
     Galileo, Amadeus, Abacus, Infini, Axxess, or any other company that [***].

16.  "CRS Segment" means each (a) direct or through flight, (b) car rental or
     (c) hotel stay, to the extent any of the foregoing is booked by means of
     the Orbitz Website through a CRS. "CRS Segment" does not include an Airline
     Direct Connect Segment.

17.  "Corporate User" means any corporation, partnership, limited liability
     company or other business entity to whom Orbitz provides travel related
     services for such entity's own internal use via a corporate travel-oriented
     micro site of the Orbitz Website developed, owned and operated by Orbitz.

18.  "Customer Service Center Provider(s)" means Precision Response Corporation
     or any other company or companies that Orbitz may engage from time to time
     to provide customer service center services for the Orbitz Website.

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      A - 3
<Page>

19.  "Daily Average Internal Response Time" means, for each day, (i) for
     Standard Messages, [***], and (ii) for PowerShopper Messages, [***].

20.  "Domestic Air Travel" means air travel for which both the departing and
     arriving locations, as well as any intermediate stops, are within the 48
     contiguous states of the continental United States.

21.  "Domestic Fares Provider(s)" means ITA Software, Inc. or any other company
     or companies that Orbitz may engage from time to time to provide Domestic
     Air Travel fares and pricing information for the Orbitz Website.

22.  "Effective Date" has the meaning specified in Section 1.2.

23.  "Fulfillment Provider(s)" means e-Travel Experts, Inc. or any other company
     or companies that Orbitz may engage from time to time to provide
     fulfillment services for the Orbitz Website.

24.  "Hotel Segment" means each hotel stay booked by means of the Orbitz Website
     through the WORLDSPAN System for which WORLDSPAN receives a discrete
     payment from the applicable hotel company, as determined by the WORLDSPAN
     System.

25.  "Internal Response Time" means, for a given Message, [***].

26.  "Material Service Level Failure" means any of the following:

     (a)  The Monthly System Availability of the WORLDSPAN System is below [***]
          for any [***] in any period of [***] consecutive calendar months
          during the Term of this Agreement.

     (b)  The Monthly System Availability of the WORLDSPAN System is below [***]
          for [***] during the Term of this Agreement and has been below [***]
          for [***] previous calendar months during the Term of this Agreement.

     (c)  The Monthly Average Internal Response Time for Standard Messages is
          greater than [***] for [***] during the Term of this Agreement and has
          been greater than [***] for [***] during the Term of this Agreement.

     (d)  The Monthly Average Internal Response Time for PowerShopper Messages
          is greater than [***] for [***] during the Term of this Agreement and
          has been greater than [***] during the Term of this Agreement.

     (e)  WORLDSPAN fails to substantially comply with any applicable Service
          Level set forth in Section 3 of Schedule B more than [***] during any
          period of [***] during the Term of this Agreement.

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      A - 4
<Page>

27.  "Message" means each electronic transmission to the WORLDSPAN System
     generated by the Response Time Monitor, Orbitz, the Orbitz Website, any
     employee, agent, or contractor of Orbitz, or any User, and the associated
     response. The types of Messages as of the Effective Date are set forth on
     Schedule C.

28.  "Migration Costs" mean the increased costs incurred by Orbitz for hardware
     and software necessitated by the migration from the system and platform
     operated by Worldspan immediately prior to a Change-in-Control to
     Worldspan's successor system and platform. Migration Costs also include
     applications development efforts incurred by Orbitz and required to migrate
     the then existing Orbitz product to Worldspan's successor computer
     reservation system.

29.  "Monthly Average Internal Response Time" means, for each calendar month,
     (i) for Standard Messages, [***], and (ii) for PowerShopper Messages [***].

30.  "Monthly System Availability" means, for each calendar month, the
     percentage obtained by dividing (i) the aggregate time that the WORLDSPAN
     System is Available during that month, by (ii) the total time during that
     month less any Scheduled Downtime during that month and any time during
     that month that the WORLDSPAN System was not Available as a result of
     unplanned telecommunication outages or other causes outside of WORLDSPAN's
     control.

31.  "Net Air Segments" means, for any applicable time period, the number of Air
     Segments booked during that period less the number of Air Segments
     cancelled during that period, as determined by the WORLDSPAN System. "Net
     Air Segments" shall not include Airline Direct Connect Segments.

32.  "Net Car Segments" means, for any applicable time period, the number of Car
     Segments booked during that period less the number of Car Segments canceled
     during that period, as determined by the WORLDSPAN System.

33.  "Net Hotel Segments" means, for any applicable time period, the number of
     Hotel Segments booked during that period less the number of Hotel Segments
     cancelled during that period, as determined by the WORLDSPAN System.

34.  "Net Segments" means, for any applicable time period, all of the Net Air
     Segments, Net Car Segments, and Net Hotel Segments for that period.

35.  "Orbitz" has the meaning specified in the introductory paragraph of this
     Agreement.

36.  "Orbitz Information" means any and all information [***] by WORLDSPAN
     arising out of or in connection with and reflecting [***]of the Orbitz
     Website, including, without limitation, [***] of the WORLDSPAN System in
     conjunction with the Orbitz Website,

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      A - 5
<Page>

     including any associated response time or performance monitoring
     information that is specific to Orbitz, but not including more
     comprehensive information reflecting the overall usage and operation of the
     WORLDSPAN System, which information may include, but shall not be limited
     to, such usage and operation in conjunction with the Orbitz Website.

37.  "Orbitz Website" means the consumer-oriented Internet travel portal to be
     developed, owned, and operated by Orbitz, including any related or
     successor Internet sites.

38.  "Party" has the meaning specified in the preamble of this Agreement.

39.  "Peak Period" means, for each 24 hour day, the period of [***] during that
     day when the WORLDSPAN System processes the most messages.

40.  "Performance-Based Segment Fee" means any amount determined as such in
     accordance with the applicable provisions of Schedule B.

41.  "PowerShopper Average" means, for any calendar month, the number obtained
     by dividing (i) the number of PowerShopper Messages received by the
     WORLDSPAN System during that month, by (ii) the number of Net Air Segments
     booked through the WORLDSPAN System during that month.

42.  "PowerShopper Message" means a Message received by the WORLDSPAN System
     that accesses or initiates PowerShopper, Power Pricing, Low Fare Finder, or
     any similar functionality that finds the lowest or most suitable fare
     within the WORLDSPAN System.

43.  "PowerShopper Percentage" means, with respect to a given calendar month,
     (i) for each month until the beginning of the Term of this Agreement, 100%,
     and (ii) for each month thereafter, the percentage set forth in the
     following table for the PowerShopper Average for that month.

<Table>
<Caption>
     POWERSHOPPER AVERAGE                   POWERSHOPPER PERCENTAGE
     --------------------                   -----------------------
     <S>                                             <C>
     [***] or less                                   [***]
     more than [***], but no more than               [***]
     [***]
     more than [***], but less than [***]            [***]
     [***] or more                                   [***]
</Table>

44.  "Response Time Monitor" has the meaning specified in Section 2(d) of
     Schedule B.

45.  "Scheduled Downtime" means any periods of time when the WORLDSPAN System is
     scheduled to not be Available; provided, however, [***].

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      A - 6
<Page>

46.  "Segment" means an Air Segment, Car Segment, or Hotel Segment.

47.  "Service Level" means any Service Level set forth in Schedule B.

48.  "Standard Message" means any Message other than a PowerShopper Message.

49.  "Term" has the meaning set forth in Section 1.2.

50.  "User" means any person who uses the Orbitz Website.

51.  "Weighted Message Unit" means a unit of measurement for Messages that
     reflects the [***], as determined in accordance with the methodology used
     by WORLDSPAN in the ordinary course of its business for that purpose. The
     number of Weighted Message Units for a given Message is determined by the
     Message Weight for that type of Message. Unless and until the Parties
     otherwise mutually agree, the Message Weight for each of the types of
     Messages set forth on Schedule C will be as set forth on Schedule C.
     However, as WORLDSPAN adds new functionality to the WORLDSPAN System, it
     may establish new types and categories of Messages and, for each new type
     or category of Message, determine a Message Weight that is [***].

52.  "WORLDSPAN" has the meaning specified in the introductory paragraph of this
     Agreement.

53.  "WORLDSPAN Actual Cost" means, [***].

54.  "WORLDSPAN System" means the computer reservations systems operated by
     WORLDSPAN and containing the following functionality:

     (a)  Mainframe transaction processing and electronic distribution of travel
          information, such as schedules, availability, fares, pricing, and
          negotiated rates for various travel suppliers.

     (b)  Providing booking capability for air, car, and hotel reservations and
          other travel-related services.

     (c)  Enabling the issuance of paper and electronic tickets and other
          travel-related documents.

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      A - 7
<Page>

                                   SCHEDULE B

                                 SERVICE LEVELS

1.   SYSTEM AVAILABILITY.

     The Service Level for System Availability is for the Monthly System
     Availability of the Worldspan System to be at least [***]% during [***]
     during the Term of this Agreement.

     In the event that the Monthly System Availability of the Worldspan System
     is less than [***]% during any calendar month during the Term of this
     Agreement, the Parties agree that [***].

<Table>
                <S>                                     <C>
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
</Table>

2.   INTERNAL RESPONSE TIME.

     (a)  STANDARD MESSAGES. The Service Level for Internal Response Time for
          Standard Messages is for the Monthly Average Internal Response Time
          for Standard Messages for [***] during the Term of this Agreement to
          be no more than [***].

          In the event that the Monthly Average Internal Response Time for
          Standard Messages for [***] during the Term of this Agreement is
          greater than [***] the Parties agree that [***]:

<Table>
                <S>                                     <C>
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
</Table>

     (b)  POWERSHOPPER MESSAGE. The Service Level for Internal Response Time for
          PowerShopper Messages is as follows:

          (1)  For [***] during the Term of this Agreement during swhich
               WORLDSPAN does not provide Domestic Air Travel fares and pricing
               information for

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      B - 1
<Page>

               the Orbitz Website, the Monthly Average Internal Response Time
               for PowerShopper Messages will be no more than [***].

               In the event that the Monthly Average Internal Response Time
               for PowerShopper Messages for [***] during the Term of this
               Agreement is greater than [***] the Parties agree that [***]:

<Table>
                <S>                                     <C>
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
</Table>

     (2)  For each [***] during the Term of this Agreement during which
          WORLDSPAN does not provide Domestic Air Travel fares and pricing
          information for the Orbitz Website, the Monthly Average Internal
          Response Time for PowerShopper Messages will be no more than [***].

          In the event that the Monthly Average Internal Response Time for
          PwerShopper Messages for [***] during the Term of this Agreement is
          greater than [***] the Parties agree that [***]:

<Table>
                <S>                                     <C>
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
                [***]                                   [***]
</Table>

     (c)  UNFORECAST DEMAND. Notwithstanding anything to the contrary, if the
          number of Net Segments booked by menas of the Orbitz Website through
          the WORLDSPAN System [***], then the foregoing provisions of this
          Section 2 will not be applicable [***].

     (d)  RESPONSE TIME MONITOR. The Parties acknowledge that, as of the
          Effective Date, WORLDSPAN measures Internal Response Time through the
          use of monitoring tools internal to the WORLDSPAN System. In order to
          augment, not replace, WORLDSPAN's internal system for measuring
          Internal Response Time ORBITZ, its supplier or contractors, will
          develop a system (the "Response Time Monitor") for measuring Internal
          Response Time external to the WORLDSPAN System , all in accordance
          with the following:

          (1)  The Response Time Monitor will be designed to measure Internal
               Response Time external to the WORLDSPAN System by simulating a

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      B - 2
<Page>

               request from the Orbitz Website booking engine for five or more
               common customer queries.

          (2)  WORLDSPAN will have the right to validate the operability of the
               Response Time Monitor prior to implementation and to approve the
               testing procedures as well as the format of the results. the
               measurements performed by the Response Time monitor shall be made
               on a continuous basis, twenty-four hours per day, seven days per
               week, so long as that can be done without compromising the
               performance of the WORLDSPAN System . the Internal Response Time
               shall be determined during the Peak Period for each twenty-four
               hour day. Each Party will have unlimited access to the data
               produced by the Response Time Monitor.

          (3)  [***].

     3.   ESCALATION PROCEDURES. the Service Level for WORLDSPAN'S response to
          reported problems with the sw will be based on the severity of the
          problem, as reasonably determined by Orbitz, in accordance with the
          following:

<Table>
<Caption>
                 SEVERITY
                  LEVEL                    DESCRIPTION                     SERVICE LEVEL
               -------------------------------------------------------------------------
                     <S>       <C>                                   <C>
                     0         WORLDSPAN System down                 [***]
                     1         Serious business impact, e.g.,        [***]
                               message response times materially
                               exceeding Service Levels
                     2         Less serious business impact, e.g.,   [***]
                               flight information unavailable
                     3         Nuisance, e.g., unable to retrieve    [***]
                               non-critical backup information
</Table>

4.   Change Management. The Parties will develop and mutually agree upon a
     change management process that will, among other things, provide for the
     following:

     (a)  WORLDSPAN will notify Orbitz of any scheduled changes to the WORLDSPAN
          System that are reasonably anticipated to materially affect Orbitz at
          least [***] prior to the change and will consult with Orbitz's
          operations staff as to the timeframe for the change.

     (b)  Orbitz will notify WORLDSPAN of any scheduled changes to Orbitz's
          systems or business operations (e.g., promotions) that are reasonably
          anticipated to

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      B - 3
<Page>

          materially affect WORLDSPAN at least [***] prior to the change and
          will consult with WORLDSPAN'S operations staff as to the timeframe for
          the changes.

     (c)  Notwithstanding the foregoing, the Parties may make emergency changes
          that are required to protect the integrity of their respective systems
          without giving the notice described above, but each Party will use
          reasonable business efforts to notify the other of any such emergency
          change as soon as practicable.

5.   FUNCTIONALITY. WORLDSPAN agrees to use reasonable business efforts so that
     the functionality included within the WORLDSPAN System that is necessary
     for Orbitz's business operations continues to be fully functions. In
     particular, [***]

6.   EQUIVALENT SERVICES. In addition to the specific Service levels specified
     above, during the Term of this Agreement.

     (a)  WORLDSPAN will provide Orbitz with Monthly System Availability that is
          [***].

     (b)  WORLDSPAN will provide Orbitz with Internal Response Time that is
          [***].

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      B - 4
<Page>

                                   SCHEDULE C

                                 MESSAGE WEIGHTS

<Table>
<Caption>
          MESSAGE TYPE                                        MESSAGE WEIGHT
          ------------                                        --------------
     <S>                                                           <C>
     CATEGORY 1                                                    [***]

          [***]

     CATEGORY 2                                                    [***]

          [***]

     CATEGORY 3                                                    [***]

          [***]

     CATEGORY 4                                                    [***]

          [***]
</Table>

----------
***  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.

                                      C - 1
<Page>

                                   SCHEDULE D

                                Charter Airlines

<Table>
<Caption>
                                          EFFECTIVE          EXPIRATION
AIRLINE                                      DATE               DATE
-------                                   ---------          ----------
<S>                                    <C>                   <C>
AEROMEXICO                                18-JUN-01          17-JUN-04
AIR FRANCE                                21-MAY-01          21-MAY-02
AIR JAMAICA                               12-MAY-00          12-MAY-01
AIR NEW ZEALAND                           20-APR-01          20-APR-02
ALASKA AIR GROUP                           8-AUG-01           8-AUG-02
ALOHA                                      5-JAN-01           5-JAN-04
ALL NIPPON                                13-AUG-01          13-AUG-02
AMERICAN                                  19-MAY-01          17-MAY-11
ANSETT                                    20-APR-01          20-APR-02
ASIANA                                     2-APR-01           2-APR-02
CANADA 3000                                1-FEB-01           1-FEB-04
CATHAY PACIFIC                            12-JUL-01          12-JUL-02
CHINA AIRLINES                            16-JUL-01          16-JUL-02
CONTINENTAL                               19-MAY-01          17-MAY-11
COPA                                      22-NOV-00          22-NOV-01
CSA CZECH                                 22-MAY-01          22-MAY-02
DELTA                                     19-MAY-01          17-MAY-11
EL AL                                      1-AUG-01           1-AUG-02
EVA                                       15-NOV-00          15-NOV-01
HAWAIIAN                                  15-DEC-00          15-DEC-03
IBERIA                                     3-MAR-01           3-MAR-02
JAPAN AIRLINES                            26-JUL-01          26-JUL-02
KLM                                    (SAME AS NW)
KOREAN AIR                                30-APR-01          30-APR-02
LAN CHILE                                 18-DEC-00          18-DEC-01
LAN PERU                                  21-MAY-01          21-MAY-02
LOT POLISH                                 1-JUN-01           1-JUN-02
LUFTHANSA                                 15-MAR-01          15-MAR-02
MEXICANA                                  15-MAY-00          15-MAY-03
MIDWAY                                     1-APR-01          31-MAR-04
MIDWEST EXPRESS                            1-JUN-01          31-MAY-04
NATIONAL                                   7-MAY-01           6-MAY-04
NORTHWEST                                 19-MAY-01          17-MAY-11
</Table>

                                      D - 1
<Page>

<Table>
<S>                                       <C>                <C>
QANTAS                                    13-AUG-01          13-AUG-02
SABENA                                     1-JUN-01           1-JUN-02
SAS                                        5-JUL-01           5-JUL-02
SINGAPORE                                 29-JAN-01          29-JAN-02
SOUTH AFRICAN AIRWAYS                     13-JUN-01          13-JUN-02
SPIRIT                                     8-JAN-01           8-JAN-04
SWISSAIR                                   1-JUN-01           1-JUN-02
TWA                                       19-MAY-01          17-MAY-11
UNITED                                    19-MAY-01          17-MAY-11
US AIRWAYS                                27-JUN-00          27-JUN-03
UZBEKISTAN AIRWAYS                        22-DEC-00          22-DEC-01
VANGUARD                                   5-JUN-00           5-JUN-03
VARIG                                     22-MAY-00          22-MAY-01
VIRGIN                                    16-JUL-01          16-JUL-02
</Table>

                                      D - 2