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Agreement For CRS Access and Related Services [Amendment No. 1] - Orbitz LLC and Worldspan LP

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                                                                  EXECUTION COPY

                                 FIRST AMENDMENT
                                     TO THE
                         AMENDED AND RESTATED AGREEMENT

                       FOR CRS ACCESS AND RELATED SERVICES

This FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT FOR CRS ACCESS AND
RELATED SERVICES (this "Amendment"), dated as of December 13, 2002 ("Amendment
Effective Date"), is between Worldspan, L.P., a Delaware limited partnership,
("Worldspan") and Orbitz, LLC, a Delaware limited liability company ("Orbitz").

WHEREAS, Orbitz and Worldspan entered into that certain Amended and Restated
Agreement for CRS Access and Related Services dated as of November 1, 2001 (the
"Agreement"); and

WHEREAS, Orbitz and Worldspan desire to amend the Agreement as set forth herein;

NOW, THEREFORE, Orbitz and Worldspan hereby agree to amend the Agreement as
follows:

1.   The "WHEREAS" clauses are hereby restated in their entirety to provide as
follows:

     "WHEREAS, Orbitz operates various businesses offering travel-related
     products and services to the end-user community as well as to the travel
     industry;

     WHEREAS, among its other businesses, Orbitz provides travel end-users with
     a consumer-oriented Internet travel portal under the "Orbitz.com" domain
     name through which they can complete the booking of air travel, hotel
     accommodations, car rentals, and other travel products (such portal, and
     any related, private labeled or successor Internet sites, such as "Orbitz
     for Business," that are controlled by Orbitz, the "Orbitz Website");

     WHEREAS, Orbitz also provides or may in the future provide to travel
     professionals in the travel industry certain travel-related products and
     services that are not oriented to a consumer end-user and that do not use
     or access the Orbitz Website, including, without limitation, travel agent
     desktop tools and other products and services intended for use by travel
     agents, corporate travel managers and other travel professionals,
     ("Industry Services");

     WHEREAS, in connection with its Orbitz Website business, Orbitz has
     selected Worldspan to provide access to and use of the computer
     reservations systems operated by Worldspan as provided in this Agreement,
     and has selected other

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     companies to provide the booking engine, fulfillment services, customer
     service center, and other products and services required by Orbitz for the
     Orbitz Website;

     WHEREAS, it is the intent of the parties that this Agreement shall govern
     the provision of such services to Orbitz and the use of the Worldspan
     System, but only in connection with the Orbitz Website business, and not in
     connection with Industry Services or any other business that Orbitz
     operates or may operate."

2.   Section 2.1 is hereby restated in its entirety to provide as follows:

     "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, ITA 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
     (including, without limitation, Availability Data Services) for the
     purposes of the operation of the Orbitz Website and in accordance with the
     provisions of this Agreement. Orbitz is authorized to access Availability
     Data Services, for the purposes of processing any Supplier Link Segments as
     set forth in Sections 2.10 and 4.7 herein and as otherwise in a manner that
     is consistent with this Agreement."

3.   A new Section 2.10 is hereby added to the Agreement to provide as follows:

     "2.10 AUTHORIZATION TO USE THE AVAILABILITY DATA SERVICES FOR SUPPLIER LINK
     SEGMENTS.

     (a)    During the Term of this Agreement and subject to Section 4.7,
     Worldspan will provide Orbitz, as well as the Booking Engine Provider, the
     Customer Service Center Provider, the Fulfillment Provider, ITA and any
     other third parties that may be engaged by Orbitz to provide products or
     services for the operation of the Orbitz Website, access to the
     Availability Data Services in connection with an Orbitz offering made to
     any User using the Orbitz Website; provided, however, that Orbitz is not
     authorized to access the Worldspan System or the Availability Data Services
     in connection with any contract or agreement with a Worldspan Customer for
     the purpose of providing such Worldspan Customer access to the Orbitz
     Website, unless Orbitz has obtained Worldspan's prior written consent. For
     the avoidance of doubt, the license in the previous sentence does not
     authorize the use or remarketing of Availability Data Services other than
     for the Orbitz Website.

     (b)    Orbitz may terminate use of the Availability Data Services upon
     [***] prior written notice to Worldspan. Worldspan may terminate provision
     of the Availability Data Services to or on behalf of Orbitz upon the
     earlier of [***].

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4.   Section 3.2 is hereby restated in its entirety to provide as follows:

     "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. For the avoidance of doubt,
     the foregoing sentence shall not impair or restrict Orbitz' right to
     encourage Users to book travel through Supplier Link Segments, provided
     that such bookings are consistent with Orbitz' obligations under this
     Agreement.

     (a)    Effective [***], Orbitz agrees (i) to cause not less than one
     hundred percent (100%) of all Non-Direct Connect Car Segments and (ii) to
     cause not less than one hundred percent (100%) of all Airline Non-Direct
     Connect Segments booked on behalf of all Users, including Corporate Users,
     by means of the Orbitz Website to be booked through the Worldspan System.

     (b)    In the event the number of Adjusted Quarterly Net Segments booked
     through the Worldspan System falls below the Applicable Quarterly Minimum
     set forth below in any calendar quarter commencing with the calendar
     quarter [***].

<Table>
<Caption>
                                                   APPLICABLE QUARTERLY
                 CALENDAR QUARTER                  MINIMUM
                 ---------------------------       --------------------
                 <S>                                      <C>
                 Quarter ending March 31                  [***]
                 Quarter ending June 30                   [***]
                 Quarter ending September 30              [***]
                 Quarter ending December 31               [***]
</Table>

     For purposes of the foregoing calculation, the number of Net Segments (if
     any) by which the Applicable Quarterly Minimum is exceeded in a particular
     calendar quarter shall be carried forward and applied to the next
     subsequent calendar quarter in such calendar year. The number of Net
     Segments in a particular calendar quarter plus the number of [***].

     Notwithstanding the foregoing, no Minimum Segment Fee shall be payable by
     Orbitz for a given calendar quarter, even if the total number of Adjusted
     Net Segments in such calendar quarter does not equal or exceed the
     Applicable Quarterly Minimum, if, either (i) Orbitz has not booked any
     Airline Direct Connect Segments or Direct Connect Car Segments in such
     calendar quarter and processes 100% of Orbitz' air and car bookings through
     Worldspan, or (ii) (A) a Safe Harbor Event has occurred, (B) Orbitz has
     provided notice to Worldspan of such Safe Harbor Event within 20 days
     following its occurrence, (C) Orbitz has not provided notice to Worldspan
     of a prior Safe Harbor Event during such calendar year, and (D) beginning
     on the fifth business day following Orbitz'

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     provision of such notice to Worldspan, for the remainder of the calendar
     quarter and until the end of the calendar year (or such earlier time as
     Orbitz declares, by written notice to Worldspan, the conclusion of the Safe
     Harbor Event), Orbitz has eliminated all Airline Direct Connect Segments
     and all Direct Connect Car Segments and processes 100% of Orbitz' air and
     car bookings through Worldspan.

     (c)    Orbitz agrees [***]. Orbitz will use reasonable business efforts to
     prevent unauthorized or improper use of or access to the Worldspan System
     and to ensure that its employees, agents, third parties that may be engaged
     by Orbitz to provide products or services for the operation of the Orbitz
     Website, and Users access and use the Worldspan System in compliance with
     all reasonable instructions provided by Worldspan, including the following:

     (i)    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.

            Proper and permitted use of the Worldspan System, including data and
            services provided through such system, consists of (i) using the
            Availability Data Services with respect to one or more Airline
            Direct Connect Customers for purposes of and consistent with this
            Agreement, (ii) making proper and legitimate reservations and
            booking Segments, (iii) issuing travel documents related to such
            Segments, and (iv) performing normal accounting and record keeping
            functions, all of the foregoing only in accordance with rules and
            regulations issued from time to time by Worldspan and subject to the
            terms and conditions of this Agreement. Improper use of the
            Worldspan System includes, without limitation, making speculative or
            improper bookings, reserving space in anticipation of demand, and
            improper creation or modification of records.

            Orbitz shall not use or access the Worldspan System, including data
            and services provided through such system, without Worldspan's prior
            written consent (i) to make bookings on any CRS other than
            Worldspan, (ii) to make bookings on any airline or other reservation
            system (except as permitted in Section 2.10), (iii) to develop or
            test software applications, including without limitation, booking
            engines, corporate booking programs, FLIFO-type products, fares and
            pricing tools, caching products, travel agent desktop tools, and
            airline hosting applications (which such prior written consent shall
            not be unreasonably withheld), or (iv) in any other manner that is
            not expressly permitted hereunder or is unauthorized or improper.

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            Orbitz' 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.

     (v)    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.

            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.

            Other than as described in Section 2.10, Section 4.7(c), oras may be
            mutually agreed in writing by the parties, Orbitz shall not,
            effective [***], use the Worldspan System to service Supplier Link
            Segments, including but not limited to, such services as PNR
            storage, queues, profiles, fares and pricing systems, Auto Re-Issues
            or Rapid Re-Price. Also, Orbitz shall not use the Worldspan System
            to search for fares, rates, schedules or itineraries that involve
            Airline Direct Connect Segments."

5.   Section 4.4 of the Agreement is hereby restated in its entirety to provide
     as follows:

     "4.4 [Intentionally Deleted]"

6.   A new Section 4.7 is hereby added to the Agreement to provide as follows:

     "4.7 SUPPLIER LINK CONDITIONS AND PROCESSING FEE.

     (a)    Effective [***], within [***] after the Implementation Date for an
     Airline Direct Connect Customer, Orbitz shall discontinue all access,
     either directly or through ITA, to the Worldspan System with respect to
     Supplier Link Segments for such Airline Direct Connect Customer. In the
     event Orbitz or ITA, acting at the direction and on behalf of Orbitz, as
     the case may be, continues to generate [***] for any Airline Direct Connect
     Customer more than 90 days after the Implementation Date, Orbitz shall
     [***].

     (b)    Orbitz will use its good faith efforts to keep Worldspan's Contract
     Manager apprised of the expected Implementation Date for each Airline
     Direct Connect Customer and each Direct Connect Car Customer no less than
     [***] prior to the anticipated Implementation Date, and to coordinate with
     the Worldspan Contract

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     Manager during such [***]. Following the actual Implementation Date for
     each Airline Direct Connect Customer and each Direct Connect Car Customer,
     Orbitz will provide prompt and simultaneous notice thereof to Worldspan's
     Contract Manager and the carrier or car rental company, as applicable. No
     later than [***] after the Implementation Date of an Airline Direct Connect
     Customer, Orbitz will reduce the [***]. Upon implementation of all of the
     Core Airline Customers as Airline Direct Connect Customers, Orbitz shall
     [***].

     (c)    Notwithstanding Sections 4.7(a) and (b), Orbitz shall discontinue
     all access, either directly or through ITA, to the Worldspan System with
     respect to Supplier Link Segments for [***].

     A new Section 4.8 is hereby added to the Agreement to provide as follows:

     "4.8 MINIMUM SEGMENT FEES. Commencing [***] and through the balance of the
     Term of this Agreement, in the event Orbitz does not satisfy the minimum
     Net Segments or minimum Net Car Segments requirements described in
     subsection (a) or (b) below, Orbitz will pay Worldspan a fee ("Minimum
     Segment Fee") calculated as follows:

     (a)    In the event Orbitz does not satisfy the requirements of Section
     3.2(b) with respect to a particular calendar quarter, then, in addition
     to all payments under this Agreement, Orbitz shall pay to Worldspan a
     Minimum Segment Fee equal to the difference between the Applicable
     Quarterly Minimum for such calendar quarter and the Adjusted Quarterly
     Net Segments applicable to such calendar quarter, multiplied by $1.78.

     (b)    In the event Orbitz books a [***] Segment in a particular calendar
     quarter through a [***] and does not, during such calendar quarter, book at
     least the minimum [***] Segments set forth below through the Worldspan
     System ("Applicable Quarterly [***] Segments"), then, in addition to all
     payments under this Agreement, Orbitz shall pay to Worldspan a [***] equal
     to the difference between the Applicable Quarterly [***] Segments set forth
     below and the Adjusted Quarterly [***] Segments (as defined below) for such
     calendar quarter, [***].

     For purposes of the foregoing calculation, the number of Net [***] Segments
     (if any) by which the Applicable Quarterly [***] Segments for a particular
     calendar quarter is exceeded shall be carried forward and applied to the
     next subsequent quarter in such calendar year. The number of Net [***]
     Segments in a particular calendar quarter plus the number of excess Net
     [***]Segments carried forward, if any, from the previous calendar
     quarter(s) in such calendar year shall be referred to as the "Adjusted
     Quarterly [***] Segments." With respect to the calendar quarter ending
     March 31, the Adjusted Quarterly [***] Segments shall equal the number of
     actual Net [***] Segments booked through the Worldspan System during such
     calendar year.

     For illustration, [***].

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     Notwithstanding the foregoing, no [***] shall be payable by Orbitz, even if
     the total number of Adjusted Quarterly [***] Segments for a given calendar
     quarter does not equal or exceed the value set forth below, if, (i) a
     [***], (ii) [***], (iii) [***], and [***].

<Table>
<Caption>
                                          APPLICABLE QUARTERLY
                 CALENDAR QUARTERS        MINIMUM NET CAR
                 IN YEAR                  SEGMENTS
                 -----------------        --------------------
                 <S>                             <C>
                 2003                            [***]
                 2004                            [***]
                 2005                            [***]
                 2006                            [***]
                 2007                            [***]
                 2008                            [***]
                 2009                            [***]
                 2010                            [***]
                 2011                            [***]
</Table>

     (c)    In the event Orbitz fails to meet both subparagraphs (a) and (b),
     Orbitz will pay the greater of the [***] set forth in subparagraph (a) or
     (b).

     (d)    Orbitz shall pay the [***] to Worldspan within [***] after the end
     of the calendar quarter for which the minimum was not achieved.

     (e)    In the event Orbitz has paid a [***] pursuant to subparagraph (a)
     with respect to the first, second and/or third calendar quarter of a
     particular calendar year, then such [***] shall be reimbursed by Worldspan
     to Orbitz within [***] following the conclusion of such calendar year if
     the number of [***] achieved during such calendar year exceeds the sum of
     the [***] for the four calendar quarters comprising such calendar year. In
     no event shall such reimbursement exceed the [***] actually paid by Orbitz
     pursuant to subparagraph (a) with respect to such calendar year.

     (f)    In the event Orbitz has paid a [***] pursuant to subparagraph (b)
     with respect to the first, second and/or third calendar quarter of a
     particular calendar year, then such [***] shall be reimbursed by Worldspan
     to Orbitz within [***] following the conclusion of such calendar year, if
     the number of Net [***] Segments achieved during such calendar year exceeds
     the sum of the Applicable Quarterly [***] Segments for the four calendar
     quarters comprising such calendar year. In no event shall such
     reimbursement exceed the [***] actually paid by Orbitz pursuant to
     subparagraph (b) with respect to such calendar year.

     (g)    If this Agreement terminates in the middle of a calendar quarter,
     then (A) the [***], if applicable, for the final quarter of this Agreement
     shall be prorated on a per diem basis based on the Applicable Quarterly
     [***] requirement for [***] and the

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     Applicable Quarterly [***] Segment requirement for [***] Segments for
     the quarter in which this Agreement terminates and (B) if the number of
     [***] or [***], as the case may be, achieved during such calendar year
     exceeds the sum of the Applicable Quarterly [***] or Applicable Quarterly
     [***] Segments, respectively, for any prior calendar quarters in such
     calendar year PLUS the pro rated requirement calculated pursuant to (A)
     above, then any [***] paid by Orbitz with respect to such calendar year
     shall be reimbursed by Worldspan to Orbitz within [***] following the
     termination of the Agreement.

     (h)    Notwithstanding the foregoing, no [***] shall apply in any [***] in
     which Orbitz terminates the Agreement in accordance with Section [***]."

8.   Section 9.1 is amended by adding the following to the end thereof:

     "Notwithstanding the foregoing, in the event (x) Orbitz merges,
     consolidates, or otherwise combines with a CRS; or (y) substantially all of
     the operating assets of Orbitz are acquired by a CRS; Orbitz shall not
     assign or transfer this Agreement or any of its rights or obligations under
     this Agreement, without the prior written consent of Worldspan. In the
     event Orbitz requests a consent in connection with a proposed transaction
     described in (x) or (y) above, and Worldspan fails to provide such consent
     within 10 days of receipt of the request, then such consent shall be deemed
     to have been denied, and either Orbitz or Worldspan shall have the right to
     terminate this Agreement, by notice to the other, with such termination not
     to take effect until the consummation of such proposed transaction.

9.   Section 9.15 is hereby restated in its entirety to provide as follows:

     "9.15  ORBITZ 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 year during the Term of the Agreement, and upon twenty
     (20) 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 sole 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 and may not be used for any purpose
     whatsoever other than the determination of compliance with Worldspan's
     obligations under this Agreement."

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10.  A new Section 9.16 is hereby added to the Agreement to provide as follows:

     "9.16  WORLDSPAN'S AUDIT RIGHTS. During the Term of this Agreement and for
     one (1) year thereafter, Orbitz agrees to keep all usual and proper records
     and books of account relating to Net Segments and Supplier Link Segments
     generated by Orbitz, the operation of the Orbitz Website, and other
     activities and matters pursuant this Agreement. Once each calendar year
     during the Term of the Agreement, and upon twenty (20) business days prior
     written notice to Orbitz, Worldspan may have an auditor inspect the records
     and other information collected, generated or maintained by Orbitz arising
     out of or in connection with this Agreement, during Orbitz' normal business
     hours, for the sole purpose of determining the accuracy of the calculation
     of Net Segments and Supplier Link Segments, and otherwise determining
     Orbitz' compliance with this Agreement. Worldspan shall pay for all of the
     costs of such inspection, including all reports and any other information
     supplied. Information disclosed to Worldspan or to its auditing
     representative in the course of such inspection shall be subject to the
     confidentiality requirements of this Agreement and may not be used for any
     purpose whatsoever other than the determination of compliance with Orbitz's
     obligations under this Agreement."

11.  A new Section 9.17 is hereby added to the Agreement to provide as follows:

     "9.17  NO CONFLICT. (a) Worldspan represents and warrants to Orbitz that
     neither the execution and delivery of this Agreement nor the performance by
     Worldspan of its obligations hereunder does or will constitute a breach,
     default, or violation of any of Worldspan's obligations under any contract,
     agreement, license, consent or permit to which it is a party.

     (b)    Except as provided in the next sentence, Orbitz represents and
     warrants to Worldspan that neither the execution and delivery of this
     Agreement nor the performance by Orbitz of its obligations hereunder does
     or will constitute a breach, default, or violation of any of Orbitz's
     obligations under any contract, agreement, license, consent or permit to
     which it is a party. [***]

12.  The definition of "Airline Direct Connect Segment" in Schedule A of the
     Agreement is hereby amended to provide as follows:

     "Airline Direct Connect Segment" means each nonstop or direct airline
     flight booked by means of the Orbitz Website with an Airline Direct Connect
     Customer using that carrier's internal airline reservation system and not
     using a CRS or global distribution system."

     The definition of "CRS" in Schedule A of the Agreement is hereby amended to
     provide as follows:

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     "CRS" means a computer reservation system that is operated by Worldspan,
     Sabre, Galileo, Amadeus, Abacus, Infini, Axxess, Pegasus, Wizcom or by any
     other company that [***], but excluding a travel supplier's own system
     (including where a travel supplier's own system is, or is a partition
     within, a computer system that would otherwise be a CRS hereunder) to the
     extent such travel supplier's own systems are used to provide information
     and enable the making of reservations and the issuance of tickets for that
     particular travel supplier. As examples, the internal system of Lufthansa
     for the issuance of airline tickets and the internal system of Avis for the
     making of car reservations would not be considered CRSs even if such
     systems were maintained by Amadeus and Wizcom, respectively, within the
     computer reservation systems operated by Amadeus and Wizcom.

13.  Schedule A of the Agreement is hereby amended by adding the following
     definitions:

     "Adjusted Quarterly [***] Segments" has the meaning set forth in Section
     4.8(b).

     "Adjusted Quarterly [***] Segments" has the meaning set forth in Section
     3.2(b).

     "Airline Direct Connect Customer" means any airline that has a relationship
     with Orbitz whereby Orbitz makes air bookings using that air carrier's
     internal airline reservation system rather than using a CRS or global
     distribution system.

     "Airline Non-Direct Connect Segment" means each direct or through flight
     booked by means of the Orbitz Website that is not an Airline Direct Connect
     Segment.

     "Allowable Messages" has the meaning set forth in Schedule E.

     "Applicable Quarterly [***]" has the meaning set forth in Section3.2(b).

     "Applicable Quarterly [***] Segments" has the meaning set forth in Section
     4.8(b).

     "Availability Data Services" means the service and related information
     provided by Worldspan through the Worldspan System whereby Worldspan
     receives, processes and/or responds to the following data or requests by or
     on behalf of Orbitz for availability information on airlines or otherwise
     makes such availability information accessible to Orbitz: [***].

     "AVL Data" means [***].

     "AVS Data" means data comprising flight availability status information
     relating to specific flights, dates, routings and classes of service.

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     "Core Airline Direct Connect Customers" mean Delta Air Lines, American
     Airlines, Northwest Airlines, Continental Airlines, US Airways and United
     Airlines or their successors and assigns.

     "Direct Connect Car Customer" means any car rental company that has a
     relationship with Orbitz whereby Orbitz makes car rental bookings using
     that company's internal car rental reservation system and not using a CRS
     or global distribution system.

     "Direct Connect Car Segment" means each car rental booked by means of the
     Orbitz Website with a car rental company using that company's internal car
     rental reservation system and not using a CRS, or global distribution
     system.

     "Direct Connect Hotel Segment" means each hotel booked by means of the
     Orbitz Website with a hotel company using that company's internal hotel
     reservation system and not using a CRS, or global distribution system.

     "DIR INVQ Message" means [***].

     "ITA" means ITA Software, Inc.

     "Implementation Date" means the first date on which booking capabilities
     for Direct Connect Segments on behalf of an Airline Direct Connect Customer
     are first made commercially available to the general public.

     "Minimum Segment Fee" has the meaning set forth in Section 4.8.

     "Orbitz Website" shall have the meaning set forth in the recitals to this
     Agreement.

     "Safe Harbor Event" means either (i) an act of God, natural disaster, civil
     disturbance, strike, labor unrest, act of war (whether declared or
     undeclared), act of terrorism, outbreak or escalation of hostilities, or
     other calamity or crisis which has a material adverse effect on Orbitz'
     business and the travel industry generally, or (ii) the first period of two
     consecutive calendar months in a calendar year in which the total number of
     air and car booking transactions completed by Orbitz, as measured by
     Orbitz, has declined, in each such month, by more than 10% when compared to
     the same calendar months in calendar year 2002.

     "Supplier Link Segments" mean the total of Airline Direct Connect Segments,
     Direct Connect Car Segments and Direct Connect Hotel Segments.

     "Worldspan Customer" means (i) any location that [***].

14.  Following effectiveness of this Amendment, Worldspan and Orbitz agree to
     issue a

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     joint press release substantially in the form attached hereto as
     Exhibit A.

15.  This Amendment shall be construed in connection with and as part of the
     Agreement, and except as expressly modified above, all of the provisions of
     the Agreement are hereby ratified and shall be and remain in full force and
     effect.

16.  This Amendment may be executed in multiple counterparts, each of which will
     be an original and all of which will constitute one and the same
     instrument.

17.  Any and all notices, requests, orders and other instruments executed and
     delivered after the execution of this Amendment may refer to the Agreement
     without making specific reference to this Amendment but nevertheless all
     such references shall be deemed to include this Amendment unless the
     context otherwise requires.

IN WITNESS WHEREOF, each of Orbitz and Worldspan has caused this Amendment to be
executed by its duly authorized representative as of the date first above
written.

ORBITZ, LLC                                          WORLDSPAN, L.P.


By:    /s/: Gary Doernhoefer                  By:    /s/: Howard Kress
       ---------------------                         ------------------

Title: Vice President and General Counsel     Title: Vice President

                                       12
<Page>

                                   SCHEDULE E

                            FEES AND [***] REDUCTIONS


In the event Orbitz or ITA acting at the direction of and on behalf of Orbitz
continues to generate [***] for an Airline Direct Connect Customer more than 90
days after the Implementation Date, Orbitz shall pay Worldspan the following
monthly processing fee (without proration for any partial month):

Table 1

<Table>
<Caption>
        AIRLINE DIRECT CONNECT
        CUSTOMER                          MONTHLY PROCESSING FEE
        ----------------------            ----------------------
                 <S>                               <C>
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
                 [***]                             [***]
</Table>

Notwithstanding the foregoing, in the event [***], then the [***] set forth in
Table 1 shall be calculated [***]. In the event that Worldspan [***], then the
monthly processing fee set forth in Table 1 shall be calculated by Worldspan
based on Worldspan's then current charges, but shall not be [***].

----------
***  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.

<Page>

Orbitz, or ITA acting at the direction of and on behalf of Orbitz, as the case
may be, may forward [***] ("Allowable Messages"), subject to reduction in
accordance with the following:

     (i)    [***].

     (ii)   [***]:

Table 2

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

    * [***].

Notwithstanding the foregoing, in the event any [***] merges with another [***],
then the number of [***] set forth in Table 2 shall be subject to adjustment by
Worldspan but in no event will the adjustment be more than [***].

----------
***  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>

                                    EXHIBIT A
                           FORM OF JOINT PRESS RELEASE


WORLDSPAN AND ORBITZ CONFIRM TECHNOLOGY PARTNERSHIP

ATLANTA, CHICAGO, XXXXXXX, 2002--Worldspan and Orbitz today announced a new
long-term technology partnership agreement to support Orbitz' domestic airline
bookings. Both parties confirmed that Worldspan remains Orbitz' preferred
technology partner and they have finalized their long-term contract that
includes an agreement for Orbitz to purchase a broad range of technology
services. This relationship is an important joint step in reengineering the
distribution industry's business model.

Worldspan, which has been instrumental in changing the industry's dynamics, will
continue to supply Orbitz with the technology needed to maintain Availability
Processing, Flight Information (FLIFO) via XML and booking for international,
interline, and paper tickets and for all other airlines who do not choose to
subscribe to the Supplier Link booking service.

"Worldspan remains committed to the efficiency of the industry," said Paul
Blackney, Worldspan's president and chief executive officer. "Our partnership
with Orbitz is a strong commitment by both companies to do what it takes to
provide valuable innovations to the traveling public. We pride ourselves on our
inventive technology, innovative solutions and customer support and look forward
to continuing to be Orbitz' technology partner."

"Worldspan's reliability and innovation has been a contributing factor to
Orbitz's success," said Jeff Katz, Orbitz President and CEO. "We look forward to
continuing our successful technology partnership as Orbitz grows its business as
a leader in online travel."

<Page>

                                     -more-

WORLDSPAN(R) AND ORBITZ ANNOUNCE JOINT AGREEMENT ON SUPPLIER LINK
TECHNOLOGY--PAGE 2


     ABOUT WORLDSPAN
Worldspan provides global electronic distribution of travel information,
Internet products and connectivity, and electronic commerce capabilities for
travel agencies, travel service providers and corporations worldwide. The
company's three lines of business are travel supplier services, e-commerce, and
global distribution systems for the worldwide travel industry. The Worldspan
reservations system provides nearly 20,000 travel agencies and other users
worldwide with travel data and booking capabilities for hundreds of the world's
leading travel supplier services. Worldspan is the market leader in e-commerce
for the travel industry, processing more than 50 percent of all online travel
agency bookings. The company maintains world headquarters in Atlanta, Georgia.
Additional information is available at www.worldspan.com.


     ABOUT ORBITZ
Orbitz is a leading online travel company offering consumers the largest
selection of low airfares, as well as deals on lodging, car rentals, cruises,
vacation packages and other travel. Orbitz' state-of the-art flight search
engine searches more than 455 airlines - up to 2 billion flight and fare options
- offering an unbiased and comprehensive list of airfares and schedules. Orbitz
also offers consumers a large collection of discounted web-only air fares. For
more information, visit www.orbitz.com.

                                       ###

CONTACT: Bobbi Passavanti, Worldspan, 770-563-2558,
email: bobbi.passavanti@worldspan.com

Carol Jouzaitis, Orbitz, 312-894-4774, email: carol@orbitz.com

                                        2