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