Worldspan Subscriber Entity Agreement - Worldspan LP and priceline.com Inc.
Worldspan Entity Agreement
<Page>
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT
E-COMMERCE
CUSTOMER NUMBER: 198242
THIS Worldspan Subscriber Entity Agreement dated the 1 of October, 2001
(the "Agreement"), is by and between Worldspan, L.P., 300 Galleria Parkway,
N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity
("Customer") identified on the signature page of this Agreement, and including
Customer's locations listed on the 10 Exhibit(s) attached hereto and
incorporated herein (collectively the "Locations").
WHEREAS, Worldspan provides and markets computerized reservation services
and has developed and offers a computerized system which provides information,
reservations, ticketing, and other services for air transportation and other
businesses (the "GDS").
NOW, THEREFORE, it is agreed:
ARTICLE I. TERM
This Agreement is effective upon the date first written above and the Term
shall continue for sixty-six (66) months, from the date the GDS becomes
operational at the first Customer Location referred to herein or the date this
Agreement is signed by Worldspan, WHICHEVER IS LATER: provided however, if the
GDS is already installed at Customer's Location, the term shall commence on the
date when the new or replacement equipment, software or services become
operational at the first Customer Location referred to herein or the date this
Agreement is signed by Worldspan, whichever is later (the "Term"). If Customer
retains or uses the Worldspan Equipment or any other item, software or service
provided by Worldspan beyond the expiration of the Term, the Agreement shall
continue in effect on a month to month basis. The Agreement may be terminated at
the end of the Term or any time thereafter by either party on not less than
ninety (90) days' prior written notice.
ARTICLE II. HOME OFFICE EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related
fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com SID: 0QK
dba: Priceline.com ARC: 0750854
Address: 800 Connecticut Ave.
City: Norwalk State: CT Zip: 06854
County:_________________________________ Telephone: 203-299-8000
e-mail: trey.urbahn@priceline.com ERSP:
Customer's principal place of business:
Page 1
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Address: same as above
City:_______________________________ State:_____________ Zip: ______________
County:_____________________________ Telephone: ____________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
2. Worldspan Equipment
<Table>
<Caption>
Equipment Total
QTY Description (If applicable, add printer Monthly Fee Value Per Total Monthly Equipment
functionality) Per Unit Unit Fee Value
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5 56K Frame Relay Data Circuts $ 420.00 $ 0.00 $ 2,100.00 $ 0.00
2 T1 Data Circuts $ 1,032.00 $ 0.00 $ 2,064.00 $ 0.00
8 PC 400/64MB $ 225.00 $ 960.00 $ 1,800.00 $ 7,680.00
10 TI 1600 ATB Ticket Printer $ 195.00 $ 3,995.00 $ 1,950.00 $ 39,950.00
2 TI895 Printers $ 50.00 $ 550.00 $ 100.00 $ 1,100.00
Total Monthly Worldspan Equipment Lease Standard Fee: $ 8,014.00
Total Worldspan Equipment Value: $ 48,730.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Monthly Software
Fee Per Value Per Total Monthly Total Software
QTY Description Unit Unit Fee Value
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00
====== ======
$ 0.00 $ 0.00
====== ======
$ 0.00 $ 0.00
====== ======
$ 0.00 $ 0.00
====== ======
$ 0.00 $ 0.00
====== ======
Total Monthly Worldspan Software
Lease Standard Fee: $ 0.00
Total Worldspan Software Value: $ 0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any such
service with thirty (30) days' advance notice to discontinue the service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
</Table>
Page 2
<Page>
<Table>
<S> <C> <C>
Total Optional Monthly Services Standard Fee: $ 0.00
</Table>
Page 3
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<Table>
<S> <C> <C> <C> <C>
5. 1283 Terminal Addresses for Customer Owned Equipment $25.00 each: $32,075.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
------------------------------------------------------------------------------------------------
<S> <C>
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 40,089.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Optional Monthly Services Standard
Fee NOT Subject to Productivity
Discount: $ 0.00
</Table>
5. Installation and Additional Fees:
INSTALLATION FEE
<Table>
<S> <C>
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
</Table>
Page 4
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<Table>
<S> <C>
ADDITIONAL FEES
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments,
exhibits or addenda to this Agreement.
ARTICLE III. PRODUCTIVITY DISCOUNT
A. Worldspan will discount its Standard Fees set forth in Article II.B.1.
through Article II.B.5. and Article II.C.1. through Article II.C.3. as
follows (the "Productivity Discount"): During the first zero (0) full
calendar months following the commencement of the Term, Worldspan agrees to
discount its monthly Standard Fees one hundred percent (100%). Thereafter,
Customer's discount will be adjusted monthly based upon the number of net
billable airline, car, hotel, Tour Source, Cruise Line Source, CruiseMatch
and Worldspan Travel Suppliers bookings (collectively "Bookings") generated
by Customer per month. In order for Customer to receive a one hundred percent
(100%) Productivity Discount against its fees and charges otherwise due
pursuant to the Agreement, as amended from time to time, Customer must
generate twenty-eight thousand two hundred and fifty (28250) Bookings per
month ("Booking Goal"). In the event Customer fails to generate the Booking
Goal no discount shall be provided.
B. Customer agrees to pay all charges according to the terms of the Agreement.
C. Upon Customer's request and Worldspan's agreement to add or delete equipment,
software or services at any location, Worldspan reserves the right to modify
the Productivity Discount accordingly.
D. For the purposes of this Agreement, net billable airline bookings means those
segments properly booked by Customer through the GDS for which Worldspan
charges a fee, less cancellations through the Worldspan GDS prior to the date
of departure. Net billable car, hotel, Tour Source, Cruise Line Source,
CruiseMatch and Worldspan Travel Supplier bookings mean those bookings
properly booked by Customer through the GDS for which Worldspan charges a
fee, which are not canceled and do not result in "no-shows". Bookings of car
rentals or hotels for a continuous period (e.g., one hotel client for five
continuous nights or one car client for five continuous days) shall be
treated as one Booking. Customer consents to any retroactive adjustment by
Worldspan of incorrect Booking counts. The determination of the number of
Bookings shall be made solely by Worldspan from its books and records.
E. In the event that the number of Bookings generated by Customer exceeds the
required level for a one hundred percent (100%) discount, Customer is not
entitled to carry excess Bookings forward or backward, nor shall Customer be
entitled to any credit against past or future charges. Customer acknowledges
that, due to data processing delays, Customer's initial Productivity Discount
level will apply for one (1) month beyond the period set forth above, and
that one (1) month delay will continue to apply to subsequent monthly
discount level adjustments. Customer acknowledges that, except as otherwise
expressly agreed by Worldspan, any requested change in Customer's equipment
or services is at the discretion of Worldspan and may result in modification
of Worldspan's charges or the Booking levels above.
Page 5
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ARTICLE IV. STANDARD TERMS AND CONDITIONS CUSTOMER'S INITIALS:
A. Except as otherwise provided herein, the Worldspan Subscriber Agreement -
Standard Terms and Conditions ("Terms and Conditions"), Customer Equipment
Support Responsibility ("Customer Equipment Support Responsibility"), and the
Table of Services and Charges ("Table of Services and Charges"): Version 2000
are incorporated into this Agreement as if fully set forth herein and each may
be revised by Worldspan from time to time upon notification to Customer. By
signing this Agreement, Customer acknowledges the obligations of the Terms and
Conditions, Customer Equipment Support Responsibility and Table of Services and
Charges.
B. Section 6.H.ii. of the Worldspan Subscriber Agreement Standard Terms and
Conditions which shall be deleted in its entirety and replaced with the
following:
Message Limit: The "Message Limit" is four hundred (400) Messages per Booking.
The total monthly permitted Messages ("Allowable Messages") is calculated by
multiplying the four hundred (400) Messages per Booking by the number of
Bookings for that month.
Page 6
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ARTICLE V. ARBITRATION OPTION CUSTOMER'S INITIALS:__________
Pursuant to Section 15 of the Terms and Conditions, Customer ( elects) (
does not elect) to arbitrate disputes arising out of this Agreement. Failure of
Customer to designate its choice in the preceding sentence and initial the box
at the margin where indicated at the time of signing the Agreement constitutes
an election by Customer to waive the option of arbitration to resolve disputes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized undersigned representatives as of the day and
year first above written.
<Table>
<S> <C>
CUSTOMER: WORLDSPAN, L.P.:
Priceline.com
------------------------------------------------
(Customer Legal Name)
Priceline.com
------------------------------------------------
(dba)
By: /s/ Jeffery H. Boyd By: /s/ Susan J. Powers
------------------------------------------------ ------------------------------------
(Signature) (Signature)
Jeffery H. Boyd Susan J. Powers
------------------------------------------------ ------------------------------------
(Print Name) (Print Name)
President SVP
------------------------------------------------ ------------------------------------
(Title) (Title)
11/30/01 12/03/01
------------------------------------------------ ------------------------------------
(Date) (Date)
------------------------------------------------
(If Incorporated, State and Date)
-------------------------------------------------
(Federal Tax I.D. Number)
</Table>
Page 7
<Page>
CORPORATION INFORMATION:
Priceline.com Incorporated
----------------------------------
(Legal Name)
800 Connecticut Avenue
----------------------------------
(Home Address)
Norwalk, CT 06854
----------------------------------
(City, State, Zip)
203-299-8000
----------------------------------
(Home Phone Number)
Page 8
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[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 1 OF 10
E-COMMERCE
CUSTOMER NUMBER: 184555
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com SID: L7U
dba: Priceline.com/Novus ARC: 9965578
Address: 8 New England Executive Park
City: Burlington State: MA Zip: 01803
County:_________________________________ Telephone:_________________________
e-mail:_________________________________ ERSP:______________________________
Customer's billing information:
Address: same as above
City:______________________________ State:_________________Zip:_____________
County:____________________________ Telephone:______________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 9
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Equipment Total
QTY Description (If applicable, add printer Monthly Fee Value Per Total Monthly Equipment
functionality) Per Unit Unit Fee Value
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2 56K Frame Circuts $ 420.00 $ 840.00 $ 0.00
2 Pentium 400 GW/WS $ 180.00 $ 960.00 $ 360.00 $ 1,920.00
1 TI 895 Printer $ 75.00 $ 550.00 $ 75.00 $ 550.00
1 TI 1600 ATB Printer $ 195.00 $ 3,995.00 $ 195.00 $ 3,995.00
$ 0.00 $ 0.00
Total Monthly Worldspan Equipment Lease Standard Fee: $ 1,470.00
Total Worldspan Equipment Value: $ 6,465.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Software
Monthly Fee Value Per Total Monthly Total Software
QTY Description Per Unit Unit Fee Value
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan
Software Lease Standard Fee: $ 0.00
Total Worldspan
Software Value: $ 0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Total Optional Monthly Services
Standard Fee: $ 0.00
</Table>
Page 10
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 93 Terminal Addresses for Customer Owned Equipment $25.00 each: $ 2,325.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
----------------------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 3,795.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Optional Monthly Services
Standard Fee NOT Subject
to Productivity Discount: $ 0.00
</Table>
5. Installation and Additional Fees:
<Table>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
ADDITIONAL FEES
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments
or addenda to this Exhibit.
Page 11
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 2 OF 10
E-COMMERCE
CUSTOMER NUMBER: 189019
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com SID: QCD
dba: Priceline.com/Calltech ARC: 0750854
Address: 4189 Arlingate Lane
City: Columbus State: OH Zip: 43228
County:_________________________________Telephone:_________________________
e-mail:_________________________________ERSP:______________________________
Customer's billing information:
Address: same as above
City:______________________________State:________________Zip:______________
County:____________________________Telephone:______________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 12
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Equipment Total
Description (If applicable, add printer Monthly Fee Value Per Total Monthly Equipment
QTY functionality) Per Unit Unit Fee Value
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5 56K Frame Circuts $ 420.00 $ 2,100.00 $ 0.00
3 Pentium 300 GL FS/GW $ 75.00 $ 192.00 $ 225.00 $ 576.00
9 Pentium 400 FS/GW $ 180.00 $ 960.00 $ 1,620.00 $ 8,640.00
1 Genicom Printer $ 30.00 $ 565.00 $ 30.00 $ 565.00
2 TI 885 $ 50.00 $ 550.00 $ 100.00 $ 1,100.00
Total Monthly Worldspan Equipment Lease
Standard Fee: $ 4,075.00
Total Worldspan Equipment Value: $ 10,881.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Software
Monthly Fee Value Per Total Monthly Total Software
QTY Description Per Unit Unit Fee Value
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Software Lease
Standard Fee: $ 0.00
Total Worldspan Software Value: $ 0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Total Optional Monthly Services
Standard Fee: $ 0.00
</Table>
Page 13
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 424 Terminal Addresses for Customer Owned Equipment $25.00 each: $ 10,600.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
----------------------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS
SUPPORT STANDARD FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 14,675.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Optional Monthly Services
Standard Fee NOT Subject to
Productivity Discount: $ 0.00
</Table>
5. Installation and Additional Fees:
<Table>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
ADDITIONAL FEES
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments,
attachments or addenda to this Exhibit.
Page 14
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 3 OF 10
E-COMMERCE
CUSTOMER NUMBER: 198982
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com SID: UTJ
dba: Priceline.com/Call Tech ARC: 0750854
Address: 4335 Equity Drive
City: Columbus State: OH Zip: 43228
County:_______________________________ Telephone:__________________________
e-mail:_______________________________ ERSP:_______________________________
Customer's billing information:
Address: same as above
City:_______________________________ State:______________ Zip:_____________
County:_____________________________ Telephone:____________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 15
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Equipment Total
Description (If applicable, add printer Monthly Fee Value Per Total Monthly Equipment
QTY functionality) Per Unit Unit Fee Value
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5 56K Frame Circuts $ 420.00 $ 2,100.00 $ 0.00
9 Pentium 400 FS/GW $ 180.00 $ 960.00 $ 1,620.00 $ 8,640.00
3 Pentium 300 FS/GW $ 75.00 $ 192.00 $ 225.00 $ 576.00
2 TI 885 $ 50.00 $ 550.00 $ 100.00 $ 1,100.00
1 Genicom Printer $ 30.00 $ 565.00 $ 30.00 $ 565.00
Total Monthly Worldspan Equipment Lease Standard Fee: $ 4,075.00
Total Worldspan Equipment Value: $ 10,881.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Software
Monthly Fee Value Total Monthly Total Software
QTY Description Per Unit Per Unit Fee Value
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Software Lease
Standard Fee: $ 0.00
Total Worldspan Software Value: $ 0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject
to discounts pursuant to Article III herein. Customer may discontinue
any such service with thirty (30) days' advance notice to discontinue
the service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Total Optional Monthly Services
Standard Fee: $ 0.00
</Table>
Page 16
<Page>
<Table>
<Caption>
<S> <C> <C> <C> <C> <C>
5. 424 Terminal Addresses for Customer Owned Equipment $25.00 each: $ 10,600.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
---------------------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 14,675.00
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
</Table>
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Optional Monthly Services
Standard Fee NOT Subject
to Productivity Discount: $ 0.00
</Table>
5. Installation and Additional Fees:
<Table>
<Caption>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
ADDITIONAL FEES
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments
or addenda to this Exhibit.
Page 17
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 4 OF 10
E-COMMERCE
CUSTOMER NUMBER: 189352
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com/Exodus Communications SID: RUC
dba: Priceline.com/Exodus Communications ARC: 9968651
Address: 34 Exchange Place - Harborside
City: Jersey City State: NJ Zip: 07311
County:________________________________ Telephone:_______________________
e-mail:________________________________ ERSP:____________________________
Customer's billing information:
Address: same as above
City: ________________________________ State:______________ Zip:_________
County:_______________________________ Telephone:________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 18
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Description (If applicable, add printer Monthly Fee Equipment Total Monthly Total Equipment
QTY functionality) Per Unit Value Per Unit Fee Value
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2 T1 Data Circuts $ 1,035.00 $ 2,070.00 $ 0.00
1 Gateway $ 180.00 $ 960.00 $ 180.00 $ 960.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Equipment Lease
Standard Fee: $ 2,250.00
Total Worldspan Equipment Value: $ 960.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Software
Monthly Fee Value Total Monthly Total Software
QTY Description Per Unit Per Unit Fee Value
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Software Lease Standard Fee: $ 0.00
Total Worldspan Software Value: $ 0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Total Optional Monthly Services Standard Fee: $ 0.00
</Table>
Page 19
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 2079 Terminal Addresses for Customer Owned Equipment $25.00 each: $ 51,975.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
----------------------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 54,225.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
------------------------------------------------------------------------------------------------------------
<S> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Optional Monthly Services
Standard Fee NOT Subject
to Productivity Discount: $ 0.00
</Table>
<Table>
<S> <C>
5. Installation and Additional Fees:
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
Additional Fees
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments
or addenda to this Exhibit.
Page 20
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 5 OF 10
E-COMMERCE
Customer Number: 300982
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Pricline Europe SID: 2RD
dba: Priceline Europe ARC: 9126970
Address: Pegasus House
City: Leicester State: UK Zip: EN GB LE1
County:_____________________________________ Telephone:___________________
e-mail:_____________________________________ ERSP:________________________
Customer's billing information:
Address: same as above
City:____________________________________ State:_____________ Zip:________
County:__________________________________ Telephone:______________________
B. EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 21
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Description (If applicable, add printer Monthly Fee Equipment Total Monthly Total Equipment
QTY functionality) Per Unit Value Per Unit Fee Value
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2 64K Data Circuts $ 420.00 $ 840.00 $ 0.00
1 PC Gateway $ 180.00 $ 960.00 $ 180.00 $ 960.00
1 Printer $ 50.00 $ 550.00 $ 50.00 $ 550.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Equipment Lease Standard Fee: $ 1,070.00
Total Worldspan Equipment Value: $ 1,510.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Software
Monthly Fee Value Per Total Monthly Total Software
QTY Description Per Unit Unit Fee Value
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Software Lease
Standard Fee: $ 0.00
Total Worldspan Software Value: $ 0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Total Optional Monthly
Services Standard Fee: $ 0.00
</Table>
Page 22
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 87 Terminal Addresses for Customer Owned Equipment $25.00 each: $2,175.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
------------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 3,245.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Optional Monthly Services
Standard Fee Not Subject
to Productivity Discount: $ 0.00
</Table>
5. Installation and Additional Fees:
<Table>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
ADDITIONAL FEES
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments or
addenda to this Exhibit.
Page 23
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 6 OF 10
E-COMMERCE
CUSTOMER NUMBER: 300556
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Pricline Europe SID: U6T
dba: Priceline Europe ARC: 9903000
Address: C/O Equant Application Services
City: Godalming State: UK Zip: EN GB GU7
County:______________________________________ Telephone:___________________
e-mail:______________________________________ ERSP:________________________
Customer's billing information:
Address: same as above
City:______________________________ State:_______________ Zip:_____________
County:____________________________ Telephone:_____________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 24
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Description (If applicable, add printer Monthly Fee Equipment Total Monthly Total Equipment
QTY functionality) Per Unit Value Per Unit Fee Value
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 64K Data Circut $420.00 $420.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Equipment Lease Standard Fee: $420.00
Total Worldspan Equipment Value: $ 0.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Monthly Fee Software Value Total Software
QTY Description Per Unit Per Unit Total Monthly Fee Value
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Software Lease Standard Fee: $ 0.00
Total Worldspan Software Value: $ 0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Total Optional Monthly
Services Standard Fee: $ 0.00
</Table>
Page 25
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 101 Terminal Addresses for Customer Owned Equipment $25.00 each: $2,525.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
--------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 2,945.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Optional Monthly Services
Standard Fee Not Subject
to Productivity Discount: $ 0.00
</Table>
5. Installation and Additional Fees:
<Table>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
ADDITIONAL FEES
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments
or addenda to this Exhibit.
Page 26
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 7 OF 10
E-COMMERCE
CUSTOMER NUMBER: 504831
0 Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com SID: ET1
dba: Hutchinson - Priceline, Ltd ARC: 9908001
Address: 2/F Somerset House
City: Quary Bay, Hong Kong State:________________ Zip: _______________
County:________________________________ Telephone:_________________________
e-mail:________________________________ ERSP:______________________________
Customer's billing information:
Address: same as above
City: ______________________________ State:___________ Zip:________________
County:_____________________________ Telephone:____________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 27
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Description (If applicable, add printer Monthly Fee Equipment Total Monthly Total Equipment
QTY functionality) Per Unit Value Per Unit Fee Value
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 64K Data Circut $420.00 $420.00 $0.00
$ 0.00 $0.00
$ 0.00 $0.00
$ 0.00 $0.00
$ 0.00 $0.00
Total Monthly Worldspan Equipment Lease Standard Fee: $420.00
Total Worldspan Equipment Value: $0.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Monthly Fee Software Value Total Software
QTY Description Per Unit Per Unit Total Monthly Fee Value
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
Total Monthly Worldspan Software Lease Standard Fee: $0.00
Total Worldspan Software Value: $0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0.00
$0.00
$0.00
$0.00
$0.00
Total Optional Monthly
Services Standard Fee: $0.00
</Table>
Page 28
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 35 Terminal Addresses for Customer Owned Equipment $ 25.00 each: $875.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
-------------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 1,295.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0.00
$0.00
$0.00
$0.00
Optional Monthly Services
Standard Fee Not Subject
to Productivity Discount: $0.00
</Table>
5. Installation and Additional Fees:
<Table>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
Additional Fees
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments
or addenda to this Exhibit.
Page 29
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 8 OF 10
E-COMMERCE
CUSTOMER NUMBER: 502230
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com SID: 4R0
dba: Hutchinson - Priceline, Ltd ARC: 1330560
Address: 408 Lincoln House
City: Quary Bay, Hong Kong State:_____________ Zip:_________________
County:________________________________ Telephone:_________________________
e-mail:________________________________ ERSP:______________________________
Customer's billing information:
Address: same as above
City: ______________________________ State:___________ Zip:________________
County:_____________________________ Telephone:____________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 30
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Description (If applicable, add printer Monthly Fee Equipment Total Monthly Total Equipment
QTY functionality) Per Unit Value Per Unit Fee Value
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 64K Data Circut $ 420.00 $ 420.00 $ 0.00
5 IBM Celeron PCs $ 200.00 $ 720.00 $ 1,000.00 $ 3,600.00
2 Ticket Printers $ 195.00 $ 3,995.00 $ 390.00 $ 7,990.00
2 Invoice Printers $ 50.00 $ 550.00 $ 100.00 $ 1,100.00
$ 0.00 $ 0.00
Total Monthly Worldspan Equipment Lease Standard Fee: $ 1,910.00
Total Worldspan Equipment Value: $ 12,690.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Monthly Fee Software Value Total Software
QTY Description Per Unit Per Unit Total Monthly Fee Value
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
Total Monthly Worldspan Software Lease Standard Fee: $0.00
Total Worldspan Software Value: $0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0.00
$0.00
$0.00
$0.00
$0.00
Total Optional Monthly
Services Standard Fee: $0.00
</Table>
Page 31
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 35 Terminal Addresses for Customer Owned Equipment $25.00 each: $875.00
</Table>
6. Customer Equipment
<Table>
Quantity Description/Serial Number (Add printer functionality, if applicable)
-----------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 2,785.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per
Quantity Description of Service Unit Total Monthly Fee
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0.00
$0.00
$0.00
$0.00
Optional Monthly Services
Standard Fee NOT Subject
to Productivity Discount: $0.00
</Table>
5. Installation and Additional Fees:
<Table>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
Additional Fees
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments
or addenda to this Exhibit.
Page 32
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 9 OF 10
E-COMMERCE
CUSTOMER NUMBER: 501630
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com SID: X4W
dba: Priceline.com ARC: 0235246
Address: 811 10th Ave.
City: New York State: NY Zip: 10019
County:________________________________ Telephone:_________________________
e-mail:________________________________ ERSP:______________________________
Customer's billing information:
Address: same as above
City: ______________________________ State:___________ Zip:________________
County:_____________________________ Telephone:____________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 33
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Equipment Total
Description (If applicable, add printer Monthly Fee Value Per Total Monthly Equipment
QTY functionality) Per Unit Unit Fee Value
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
4 T1 Data Circuts $ 1,035.00 $ 4,140.00 $ 0.00
1 IBM Celeron SW/GW PC $ 200.00 $ 720.00 $ 200.00 $ 720.00
1 Pentium 400/64MB FS/GW $ 180.00 $ 960.00 $ 180.00 $ 960.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Equipment Lease Standard Fee: $ 4,520.00
Total Worldspan Equipment Value: $ 1,680.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Software
Monthly Fee Value Per Total Monthly Total Software
QTY Description Per Unit Unit Fee Value
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Software Lease Standard Fee: $ 0.00
Total Worldspan Software Value: $ 0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Total Optional Monthly Services Standard Fee: $ 0.00
</Table>
Page 34
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 2017 Terminal Addresses for Customer Owned Equipment $25.00 each: $50,425.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
-------------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS
SUPPORT STANDARD FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 54,945.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Optional Monthly Services
Standard Fee Not Subject
to Productivity Discount: $ 0.00
</Table>
5. Installation and Additional Fees:
<Table>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
ADDITIONAL FEES
Customer agrees to pay Worldspan a one time fee of: $ 0.00
===========
</Table>
Additional Fees may be due pursuant to one or more amendments,
attachments or addenda to this Exhibit.
Page 35
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER ENTITY AGREEMENT - EXHIBIT 10 OF 10
E-COMMERCE
CUSTOMER NUMBER: 501643
Home Customer No.: 198242
ARTICLE I. EXHIBIT
A. THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta,
Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified
on the signature page of the Subscriber Entity Agreement dated the 1 of October,
2001.
B. Customer agrees to pay Worldspan charges according to the terms of the
Subscriber Entity Agreements, including Exhibit(s) attached hereto and
incorporated herein (the "Locations").
ARTICLE II. EQUIPMENT, SOFTWARE, SERVICES AND FEES
Equipment, software, and services are identified below, along with related fees:
A. LOCATION
"Location" means the following location for installation of the Worldspan
Equipment and Software.
Customer Legal Name: Priceline.com SID: RTJ
dba: Priceline.com ARC: 6750336
Address: 55 Metcalfe Street
City: Ottawa State: ON Zip: K1P6L5
County:________________________________ Telephone:_________________________
e-mail:________________________________ ERSP:______________________________
Customer's billing information:
Address: same as above
City: ______________________________ State:___________ Zip:________________
County:_____________________________ Telephone:____________________________
B. EQUIPMENT, SOFTWARE AND SERVICES (SUBJECT TO PRODUCTIVITY DISCOUNT)
1. Booking Terminal Addresses associated with Worldspan Equipment
Page 36
<Page>
2. Worldspan Equipment
<Table>
<Caption>
Description (If applicable, add printer Monthly Fee Equipment Total Monthly Total Equipment
QTY functionality) Per Unit Value Per Unit Fee Value
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 56K Frame Circut $ 420.00 $ 420.00 $ 0.00
3 Celeron 500 GW/WS $ 225.00 $ 1,680.00 $ 675.00 $ 5,040.00
3 Datasouth 330 Printers $ 50.00 $ 550.00 $ 150.00 $ 1,650.00
$ 0.00 $ 0.00
$ 0.00 $ 0.00
Total Monthly Worldspan Equipment Lease Standard Fee: $ 1,245.00
Total Worldspan Equipment Value: $ 6,690.00
</Table>
3. Worldspan Software
<Table>
<Caption>
Monthly Fee Software Value Total Software
QTY Description Per Unit Per Unit Total Monthly Fee Value
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
Total Monthly Worldspan Software Lease Standard Fee: $0.00
Total Worldspan Software Value: $0.00
</Table>
4. Worldspan Services
Optional Services subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service, subject to
discounts pursuant to Article III herein. Customer may discontinue any
such service with thirty (30) days' advance notice to discontinue the
service.
<Table>
<Caption>
Monthly Fee Total
Quantity Description Per Unit Monthly Fee
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0.00
$0.00
$0.00
$0.00
$0.00
Total Optional Monthly
Services Standard Fee: $0.00
</Table>
Page 37
<Page>
<Table>
<S> <C> <C> <C> <C> <C>
5. 11 Terminal Addresses for Customer Owned Equipment $25.00 each: $275.00
</Table>
6. Customer Equipment
<Table>
<Caption>
Quantity Description/Serial Number (Add printer functionality, if applicable)
----------------------------------------------------------------------------------------------------
<S> <C>
N/A
</Table>
C. FEES
<Table>
<S> <C>
1. Monthly Communication Support Standard Fee $ 0.00
2. Wide Area Network Monthly Communication Fee: $ 0.00
3. Customer agrees to pay Worldspan a monthly installation fee of: $ 0.00
TOTAL MONTHLY EQUIPMENT, SOFTWARE, SERVICES AND COMMUNICATIONS SUPPORT STANDARD
FEE (SUBJECT TO PRODUCTIVITY DISCOUNT): $ 1,520.00
</Table>
4. Worldspan Services - Not Subject to Productivity Discount
Optional Services not subject to Productivity Discount may be provided by
Worldspan to Customer. Customer shall be subject to Worldspan's then
prevailing fees, terms and conditions for each such service. Customer may
discontinue any such service with thirty (30) days' advance notice to
discontinue the service.
<Table>
<Caption>
Monthly Fee per Total Monthly
Quantity Description of Service Unit Fee
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0.00
$0.00
$0.00
$0.00
Optional Monthly Services
Standard Fee NOT Subject
to Productivity Discount: $0.00
</Table>
5. Installation and Additional Fees:
<Table>
<S> <C>
INSTALLATION FEE
Customer agrees to pay Worldspan a one time installation fee of: $ 0.00
ADDITIONAL FEES
Customer agrees to pay Worldspan a one time fee of: $ 0.00
</Table>
Additional Fees may be due pursuant to one or more amendments, attachments
or addenda to this Exhibit.
Page 38
<Page>
[WORLDSPAN.(R) LOGO]
SUBSCRIBER AGREEMENT
STANDARD TERMS AND CONDITIONS
CUSTOMER EQUIPMENT SUPPORT RESPONSIBILITY
TABLE OF SERVICES AND CHARGES
Page 39
<Page>
STANDARD TERMS AND CONDITIONS
Page 40
<Page>
SUBSCRIBER AGREEMENT
STANDARD TERMS AND CONDITIONS
SECTION 1. EQUIPMENT
Worldspan leases to Customer and Customer leases from Worldspan the
Worldspan Equipment set forth in Article II.B.2. of the Subscriber Agreement,
along with any support devices such as modems, that may not be listed (the
"Worldspan Equipment"). Title to and ownership of the Worldspan Equipment shall
at all times remain with Worldspan. Customer agrees to operate the Worldspan
Equipment according to the rules and policies established by Worldspan from time
to time, in Worldspan's Global Reference System ("GRS") page(s) and/or in
materials distributed along with the Equipment. Worldspan may, at its sole
discretion, substitute equipment of substantially equivalent quality and
standards for installed Equipment. If Customer desires to use any other computer
hardware and/or software, whether purchased, leased or otherwise obtained by
Customer (the "Customer Equipment"), then Customer agrees to strictly adhere to
the directions, specifications and guidelines set forth in Customer Equipment
Support Responsibility, attached hereto and incorporated herein. Worldspan
Equipment and Customer Equipment may sometimes be referred to collectively as
the "Equipment." Customer agrees not to modify any of the Worldspan Equipment
used to access the Worldspan Global Distribution System (the "GDS"), substitute
different equipment, or remove, disconnect, deinstall or relocate the Worldspan
Equipment, without the prior written consent of Worldspan which shall not be
unreasonably withheld. Customer represents and warrants that Customer owns, or
has the right to utilize the Customer Equipment including all software and
peripherals contained thereon and that nothing in the Subscriber Agreement shall
violate any rights of third parties with respect to the Customer Equipment.
SECTION 2. SOFTWARE
A. Customer agrees that the Worldspan software or any other software including
hosted dial-in products, GDS access addresses, and interface specifications
provided by Worldspan (the "Software") to Customer are trade secrets and
proprietary to Worldspan and are provided to Customer by license only.
Worldspan grants to Customer a limited, non-exclusive, non-transferable
license to use the Software for the purposes specified herein and such
license is limited to the right to use the Software for the Term and only
according to rules and policies established by Worldspan from time to time,
in Worldspan's GRS page(s) and/or distributed along with the Software.
Customer understands that there may be a fee associated with use of
Software. Title to and ownership of the Software shall at all times remain
in Worldspan and Customer shall acquire no title, intellectual property or
other rights in any of the Software. The Software shall be used by Customer
only in accordance with the Subscriber Agreement and Worldspan's rules, and
shall not be copied, duplicated, reproduced, reverse engineered,
decompiled, disassembled, incorporated into other software, manufactured or
disclosed in any form or by any media to any other person or entity, except
that Customer may make one copy for back-up and archival purposes.
Worldspan may, at its sole discretion, substitute software of substantially
equivalent functionality for the initially installed Software. Upon
termination of the Subscriber Agreement, Customer shall immediately return
the Software to Worldspan, any such back-up or archival copies shall be
destroyed by Customer, and Customer shall provide Worldspan with written
confirmation that such copies were destroyed. Customer will use reasonable
business efforts to maintain the Software and all other trade secrets and
Page 41
<Page>
confidential information of Worldspan in confidence and shall utilize
measures which are no less strict than the measures that Customer generally
employs to protect its own confidential or proprietary information. If the
GDS Software or other trade secrets or confidential information of
Worldspan are subpoenaed or otherwise requested or demanded by or through
any court or governmental authority, Customer shall give Worldspan prompt,
timely, and adequate notice thereof prior to responding, and Customer shall
use best efforts to assist Worldspan in opposing, limiting, or quashing
such request, demand, and/or subpoena. Customer's license to use the
Software shall terminate upon the termination by either party, expiration
of the Term, or breach by Customer of the Subscriber Agreement. Worldspan
shall notify Customer of any additional license terms applicable to the
Software, and Customer shall abide by such terms..
B. Certain optional Software may be offered to Customer electronically via
Customer's on-line GDS access. In such case, prior to activation, Customer
will be able to either obtain the fees on-line or request them from
Worldspan. Customer shall not be entitled to activate or use optional
Software for which there is a separate fee without either a written
amendment to the Subscriber Agreement, or electronic acceptance by
Customer, unless otherwise agreed to by Worldspan.
SECTION 3. TRAINING
A. Worldspan agrees to provide training at Worldspan's or other training
facilities at mutually convenient dates and times. Worldspan shall provide
the following initial training at no additional charge for each Booking
Terminal Address: Worldspan shall provide applicable training to one (1)
employee of Customer as primary operator of the Equipment (with the
exception of World Ledger 4000 products). Customer is responsible for its
costs associated with training including, but not limited to lodging,
transportation, meals and entertainment expenses. Customer shall pay
Worldspan for the cost of any additional or recurrent training at
Worldspan's then existing fees, terms and conditions for such training.
Customer acknowledges that the training provided by Worldspan is designed
to instruct trainees in the efficient operation of the GDS, and agrees all
trainees will have experience and working knowledge of travel agent
responsibilities and functions, and have the capability to understand
classes taught in the English language. Customer shall not use any free
support services provided by Worldspan as a substitute for training.
B. Worldspan may, upon reasonable notice to Customer and during Customer's
normal business hours, monitor and evaluate the proficiency of Customer's
employees' use of the Equipment and the GDS. Worldspan shall use reasonable
efforts to ensure that this monitoring and evaluation shall be conducted in
a manner that will not unreasonably interfere with Customer's business.
C. Worldspan reserves the right to withhold support services for users who
cannot provide a certificate of completion of the Worldspan training class
corresponding to the product(s) that Customer has selected to use. Fees
related to use of the product(s) will continue to apply, whether or not
Worldspan support services are withheld.
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<Page>
SECTION 4. REPAIRS, MAINTENANCE AND SUPPLIES
A. Worldspan or its service representative will provide normal repairs and
maintenance for the Worldspan Equipment during Worldspan's normal repair
hours. Customer may request that Worldspan perform such services at
Customer's expense outside of Worldspan's normal repair hours. Worldspan's
normal repair hours are 8:00 a.m. to 5:00 p.m. local time, Monday through
Friday, excluding holidays. Except for minor adjustments, installations or
repairs and in those instances that Worldspan has specifically instructed
Customer on repair or maintenance procedures, neither Customer nor
Customer's agent will attempt to perform repairs, maintenance or
modifications of any kind on the Worldspan Equipment, or install,
de-install, configure or reconfigure the Software or Worldspan Equipment.
B. Customer shall maintain a written record of each occasion that repairs or
maintenance are performed on the Worldspan Equipment. Customer agrees that
it will make those records available to Worldspan for inspection upon
request.
C. Except for damage caused by the negligence of Worldspan or its service
representative, Customer shall pay Worldspan for repair and maintenance
services at its then prevailing fees when damage to the Worldspan Equipment
or Software results from: (i) accident, negligence or misuse; (ii) failure
or variation of electrical power; (iii) failure to properly maintain the
installation site, air conditioning or humidity control; (iv) causes other
than ordinary use; or (v) attachments or modifications to the Worldspan
Equipment performed by anyone other than Worldspan or its service
representative, including but not limited to the addition or removal of
hardware or peripherals, the addition or removal of third party software or
other software that results in lost, missing or destroyed data, or
compatibility, installation or use problems.
D. Except as may be provided pursuant to a separate agreement, Customer
understands and agrees that Worldspan is not responsible for (i) the
installation, maintenance, support or repair (collectively "Support") of
Customer Equipment; (ii) the installation, maintenance, support or repair
of hardware (including peripherals) or software added to the Worldspan
Equipment by anyone other than Worldspan; (iii) any compatibility problems
with the GDS or lost, missing or destroyed data caused by Customer adding
to or operating hardware or software on the Equipment; or (iv) the repair
or support of the Worldspan Equipment necessitated by the addition of
hardware (including peripherals) or any software by Customer to the
Worldspan Equipment. Customer agrees to pay Worldspan its then prevailing
fees for any repair or support necessitated directly or indirectly by
Customer adding hardware (including peripherals) or software to the
Worldspan Equipment. Customer agrees to pay repair or support fees on
Customer Equipment when such Customer Equipment is a part of a Local Area
Network or is similarly connected to Worldspan Equipment or the GDS. If
Customer requests Worldspan to install, maintain, support or repair the
Customer Equipment and Worldspan agrees to perform such services, then
Customer shall pay Worldspan its then current fees for such installation,
maintenance, support or repair. In no event shall Worldspan be responsible
for any delays in Support or any damages of any kind as a result of any
decision by Worldspan not to assist Customer with Support of Customer
Equipment.
E. Customer shall be responsible for obtaining and paying for any supplies,
materials or other consumables needed by Customer, including but not
limited to ticket stock, paper, toner and equipment ribbons. Worldspan
shall provide Customer upon Customer's request, the
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<Page>
specifications for any supplies, materials or other consumables necessary.
Customer shall pay Worldspan the then applicable fees for any supplies,
materials or other consumables provided by Worldspan at Customer's request.
F. Worldspan makes no representation or warranty that any Customer or Customer
added software will operate with the GDS or perform any of the functions or
processes normally available through Worldspan Equipment or Software.
G. In no event shall Worldspan be liable for any loss, claim, suit, damage,
liability or charge arising out of or connected with any Customer
Equipment, or other software or hardware used by Customer on the Worldspan
Equipment whether or not used to access the GDS.
SECTION 5. INSTALLATION, RELOCATION AND REMOVAL
A. Worldspan and Customer shall confer to determine where Customer would
prefer to locate the Equipment on Customer's premises. Customer shall be
responsible, at its sole expense, for preparing the area for the
installation of the Equipment including but not limited to installing all
cables and data communication lines, arranging for electrical service and
locating the packaged Worldspan Equipment as received from the Worldspan
warehouse in the area of installation. The area must be prepared in
accordance with the specifications provided by the manufacturers of the
Equipment and also by the suppliers of electrical and communication lines.
Customer shall also ensure that the installation does not violate any
building or electrical codes, or any other laws, ordinances or regulations.
B. Worldspan will notify Customer of the proposed date of installation and
Worldspan will use reasonable business efforts either to complete
installation within thirty (30) days of such proposed date or to provide
Customer with alternative temporary means to utilize the GDS until
permanent installation is completed. Worldspan shall not be responsible for
any delay in installation caused by Customer's failure to timely prepare
the installation area or causes beyond the control of Worldspan.
C. Customer shall give Worldspan at least sixty (60) days' prior written
notice of its request to relocate or remove the Worldspan Equipment. Should
Worldspan consent to such relocation or removal, Customer will pay
Worldspan for all reasonable costs and expenses associated with any such
action, and for relocations Customer shall be responsible for the physical
relocation of the Worldspan Equipment.
D. Worldspan reserves the right to levy an additional charge over and above
the Standard Fees for installations, relocations or removals that are
requested with less than sixty (60) days' prior written notice, or those
that are requested outside of normal business hours in accordance with the
attached Table of Services and Charges.
E. Upon any termination of the Subscriber Agreement, including expiration of
the Term, Customer shall pay Worldspan its then current charges for
deinstallation and return of the Worldspan Equipment.
F. Worldspan reserves the right to use third-party contractors to fulfill its
obligations under the Subscriber Agreement, including but not limited to
repair, maintenance, support, installation, relocation, and removal.
SECTION 6. GDS OPERATING STANDARDS
A. Customer shall prevent unauthorized and improper operation and use of the
Equipment and the GDS. The GDS may not be used to transmit personal
messages, make speculative or
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<Page>
improper bookings, train anyone other than Customer's employees or agents,
develop any software applications, or publish or disseminate a compilation
of air carrier service or other information. Customer shall use the
Equipment and the GDS solely for the purpose of making legitimate
reservations, providing information to its customers, issuing travel
related documents and performing normal accounting and record keeping
functions.
B. Net billable airline bookings mean those segments properly booked by
Customer through the GDS for which Worldspan charges a fee less
cancellations through the Worldspan GDS prior to date of departure,
excluding unticketed passive bookings. Net billable car, hotel, Tour
Source, Cruise Line Source, CruiseMatch and Worldspan Travel Suppliers
bookings mean those segments properly booked by Customer through the GDS
for which Worldspan charges a fee, which are not canceled and which do not
result in "no-shows". Bookings of car rentals or hotels for a continuous
period (e.g., one hotel client for five continuous nights or one car client
for five continuous days) shall be treated as one Booking. Customer
consents to any retroactive adjustment by Worldspan of incorrect Booking
counts. The determination of the number of Bookings shall be made solely by
Worldspan from its books and records.
C. Worldspan reserves the right to modify the unit measure used to calculate
Customer's Productivity Discount set forth in the Subscriber Agreement upon
not less than thirty (30) days' prior written notice to Customer. The right
of Worldspan to modify the unit measure as set forth in the Subscriber
Agreement shall include, but is not limited to, the right to modify the
unit measure on a country by country basis based on Customer's locations.
Such modification shall not materially adversely affect Customer's fees due
pursuant to the Subscriber Agreement.
D. Worldspan may enhance or modify the GDS at its discretion at any time.
Worldspan reserves the right to migrate Customer to new computer
reservation systems used by Worldspan. Worldspan will use reasonable
business efforts to insure that the enhancements or modifications will not
materially adversely alter the services provided to Customer pursuant to
the Subscriber Agreement.
E. If the number of Bookings generated by Customer exceeds the required level
for a one hundred percent (100%) discount, Customer is not entitled to
carry excess Bookings forward or backward, nor shall Customer be entitled
to any credit against past or future charges. Customer acknowledges that,
due to normal data processing delays, Customer's initial Productivity
Discount will apply for one (1) month beyond the period set forth above,
and that a one (1) month delay will continue to apply to subsequent monthly
discount level adjustments. Customer acknowledges that, except as otherwise
expressly agreed by Worldspan, any requested change in equipment or
services is at the discretion of Worldspan and may result in modification
of Worldspan's charges to Customer or Customer's Productivity Discount.
F. Customer shall not enter passive bookings (E.G., GK, HK, MK or BK codes)
into the GDS when no corresponding space has been reserved within the
transporting carrier's internal reservation system. All passive bookings
shall be removed from the GDS if the corresponding space is canceled, via
telephone or by other means, with the transporting carrier.
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G. Any fraudulent Bookings shall constitute improper use of the GDS. Worldspan
will reclaim productivity credits at a rate of two (2) Booking credits for
each fraudulent Booking made in the Worldspan GDS.
H. Customer agrees that in the event that its Message processing activity with
the GDS in any month exceeds the Message Limit set forth below, Customer
shall pay Worldspan the applicable Message Fee as set forth in the attached
Table of Services and Charges and as determined by the calculation
described below for each Message in excess of the Message Limit.
i. Messages: "Message" shall mean any inquiry, request, command or other
transaction with the GDS generated by Customer whether manually or by
way of any automated programs, exclusive of messages relating to: (a)
printer acknowledgments or answer backs; (b) computer based
instruction (CBI) training lessons; and, (c) global reference system
entries (HELP and INFO). The number of Messages shall be determined by
Worldspan from its books and records. Messages will be classified and
counted as either "Peak" or "Off-Peak" according to the time processed
by the GDS. Peak time is 8:00:00 a.m. - 11:59:59 p.m. CPU Time
(Eastern time) in accordance with the time used by Worldspan's
mainframe in Atlanta, Georgia, USA. Off-Peak time is 12:00:00 a.m.
(midnight) - 7:59:59 a.m. CPU time (Eastern time) in accordance with
the time used by Worldspan's mainframe in Atlanta, Georgia, USA.
ii. Message Limit: The "Message Limit" is One Hundred and Five (105)
Messages per Booking. The total monthly permitted Messages ("Allowable
Messages") is calculated by multiplying the 105 Messages per Booking
by the number of Bookings for that month.
iii.Calculation: Allowable Messages will first be applied against Peak
Messages and then, if applicable, against Off-Peak Messages.
a. If Peak Messages exceed Allowable Messages, the remainder of Peak
Messages minus Allowable Messages will be billed at the Peak rate
per Message shown in the attached Table of Services and Charges.
In addition, if Peak Messages exceed Allowable Messages, all
Off-Peak Messages will be billed at the Off-Peak rate shown in
the attached Table of Services and Charges.
b. If Allowable Messages exceed Peak Messages, the balance of
Allowable Messages, (I.E., Allowable Messages minus Peak
Messages), will be applied to Off-Peak Messages. If Off-Peak
Messages exceed the balance of Allowable Messages, the remainder
of Off-Peak Messages minus the balance of Allowable Messages will
be billed at the Off-Peak rate per Message shown in the attached
Table of Services and Charges.
c. If Allowable Messages exceed the sum of Peak Messages and
Off-Peak Messages, no Message Fee will be assessed. If Allowable
Messages exceed the sum of Peak Messages and Off-Peak Messages,
Customer is not entitled to carry excess Allowable Messages
forward or backward, nor is Customer entitled to any credit
against past or future charges.
I. Nothing in this Subscriber Agreement is intended to preclude Customer from
obtaining or using any other computer reservation system. Notwithstanding
the foregoing, Customer shall actively use the Equipment and the GDS on a
regular and recurring basis to generate and process Worldspan Bookings.
Page 46
<Page>
SECTION 7. USE OF PASSENGER NAME RECORDS
Worldspan shall not use the information in the passenger name records or
other files created by Customer to influence any passenger's choice of travel
provider. Worldspan may disclose information included in passenger name records
created by Customer as required by law, according to customary industry
practices, or as reasonably needed by Worldspan in the conduct of its business.
Worldspan and Customer agree that passenger name record history and archives
will be maintained for a period not to exceed three (3) years from the date a
passenger name record is purged from the GDS.
SECTION 8. INTERNET SECURITY
A. The views and comments expressed by Customer in electronic communications
sent via Worldspan and the Internet do not reflect any review, approval or
endorsement by Worldspan.
B. Worldspan reserves the right to access Customer's mailbox or other features
to resolve problems, system errors or service-related problems.
C. Customer may not subvert, compromise, or otherwise interfere with the
operations or security of any communications network, the Worldspan
computing facility, or any other computing facility. Customer may not
attempt or assist others to perform or attempt any of the foregoing
actions. Customer agrees to cooperate with Worldspan in investigating and
prosecuting any security breaches that affect or threaten Worldspan
security.
D. Customer shall implement, maintain, and adapt appropriate security measures
in accordance with technological development and changing security needs.
Appropriate security measures shall include (without limitation)
establishing a computer network security policy, preventing unauthorized
access to computer systems, implementing administrative security controls,
installing firewalls, protecting computer resources from insider abuse,
providing a single point of contact for responses to security incidents,
and monitoring the effectiveness of computer network security.
E. Worldspan does not provide for e-mail encryption (public and private keys)
or virus detection, and is not responsible for risks inherent in
transmitting information via e-mail. Failure of Customer to utilize
encryption for sensitive HTTP traffic or virus detection software may
result in undetected infection of e-mail or the circumvention of security
compliance. Customer accepts all responsibility and expenses related to
reloading Worldspan software as a result of viruses. Customer should
utilize appropriate administration procedures to ensure that IDs of
terminated employees are removed from the system and only authorized users
are given e-mail addresses.
SECTION 9. WARRANTIES AND REMEDIES
A. Worldspan represents and warrants that:
i. it is the owner of, or has the right to utilize the software contained
in the GDS;
ii. it has the right to provide access to the GDS for the benefit of
Customer;
iii.it provides and markets computerized reservation services and has
developed and offers a computerized system which provides information,
reservation capability, ticketing capability, and other services for
air transportation and other businesses; and
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iv. it will use its reasonable efforts to maintain the uptime of the GDS.
B. Customer's exclusive remedies for a breach of the warranties set forth in
Sections 9.A.i., 9.A.ii., and 9.A.iii. shall be limited to requiring
Worldspan to use reasonable business efforts to secure the right to utilize
the software contained in the GDS or software of comparable functionality,
or to use reasonable efforts to secure Customer's right to access the GDS,
or to use reasonable efforts to provide the services as represented to
Customer. Customer's exclusive remedies for breach of the warranty set
forth in Section 9.A.iv. shall be limited to: (i) repair or replacement at
Worldspan's expense of the GDS mainframe components causing the downtime or
non-performance of the GDS; and (ii) if downtime of the GDS mainframe
exceeds 5% of the normal hours of operation == of the GDS during any given
calendar month (as reflected by Worldspan's records), then Customer shall
receive a credit against the billed Worldspan Equipment, Booking Terminal
Addresses and Communication Support charges according to the following
schedule:
<Table>
<Caption>
PERCENTAGE OF TIME
GDS INOPERABLE CREDIT ADJUSTMENT
------------------------------- ---------------------------
<S> <C>
0-5 0%
5.01-10 25%
10.01-20 50%
20.01-30 75%
Greater than 30 100%
</Table>
Normal business hours for purposes of this Section are 8:00 a.m. to 5:00
p.m. local time, Monday through Saturday, excluding holidays. No remedy
shall be available to Customer with respect to any downtime or
non-performance of any portion of the GDS resulting from normal
maintenance, repairs or other scheduled downtime, failure of data
communications facilities, downtime caused by Customer, or downtime
resulting from causes beyond the control of Worldspan.
C. Customer agrees that it shall not look outside of the Subscriber Agreement
to create or impose any other duty, obligation, warranty or remedy for the
benefit of Customer. THE WARRANTIES AND REMEDIES SET FORTH IN SECTIONS 9.A
AND 9.B. ABOVE ARE EXCLUSIVE. WORLDSPAN SPECIFICALLY DISCLAIMS AND CUSTOMER
WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE (INCLUDING WITHOUT LIMITATION WARRANTIES OR
REPRESENTATIONS OF COMPATIBILITY BETWEEN THE GDS OR ANY WORLDSPAN SOFTWARE
OR HARDWARE AND CUSTOMER OWNED EQUIPMENT OR THIRD PARTY SOFTWARE) WITH
RESPECT TO THE EQUIPMENT, THE GDS, THE SOFTWARE, OR ANY DATA OR
COMMUNICATIONS OR OTHER SERVICES PROVIDED PURSUANT TO THE SUBSCRIBER
AGREEMENT.
D. Except for a breach of the exclusive warranties specified in Section 9.A.
and except for the right to receive the exclusive remedies specified in
Section 9.B., Customer waives and releases Worldspan and its past and
present officers, directors, partners, employees, contractors, affiliates,
subsidiaries and agents from any and all obligations and liabilities and
all rights, claims and remedies against Worldspan and its past and present
officers, directors, partners, employees, contractors, affiliates,
subsidiaries and agents, express or implied, arising by law or otherwise
due to any defects, errors, malfunctions, compatibility
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problems or interruptions of service concerning the Equipment, GDS, or data
communications lines, including, without limitation, any errors in
reservations, availability, or records, except when caused by Worldspan's
gross negligence, including any liability, obligation, right, claim or
remedy for loss of revenue or profit or any other direct, indirect,
incidental, special, punitive or consequential damages whether based on
contract, tort, strict liability or otherwise, even if advised of the
possibility of such damages in advance.
SECTION 10. FORCE MAJEURE
Neither Worldspan nor Customer shall be deemed to be in default or liable
for any delays in performance, non-performance or downtime caused by acts of
God, war, strikes, labor disputes, fires, work stoppages, acts of government,
providers of data communications or other services, or acts or omissions of
sovereign states or airline industry associations such as, but not limited to,
the Air Traffic Conference of America ("ATC"), the Airlines Reporting
Corporation ("ARC"), Billing Settlement Plan ("BSP"), the International Air
Transport Association ("IATA"), or for any other cause beyond the control of
Worldspan or Customer.
SECTION 11. FEES AND CHARGES
A. Customer agrees to pay Worldspan monthly, in arrears, the fees set forth in
the Subscriber Agreement and each amendment, addendum, exhibit, and
agreement completed in conjunction with the Subscriber Agreement. Worldspan
reserves the right to change its billing practices upon not less than
ninety (90) days' prior notice to Customer. Charges for non-variable items
shall commence upon Customer's access to the GDS. Optional, variable or
non-recurring charges will be billed to Customer after they have been
incurred. The services provided by Worldspan and the related charges,
whether or not they are subject to the Productivity Discount and when they
will be billed, are shown in the attached Table of Services and Charges.
B. Failure of Worldspan to issue any statement shall not relieve Customer of
its obligation to pay Worldspan amounts due pursuant to the Subscriber
Agreement. Worldspan billing may be disputed by Customer in writing no
later than three (3) months after the billing date. Customer waives any
right to dispute a bill after said period has expired. All charges not in
dispute must be paid. Customer shall pay all charges within fifteen (15)
days of the date of each statement, and if the charges are not paid,
Worldspan may levy a late payment charge computed at the rate of one and
one-half percent (1 1/2%) per month on the outstanding balance. If access
to the GDS is suspended because of Customer's failure to make timely
payment or for any other default by Customer, then Customer shall pay
Worldspan Five Hundred Dollars (US $500.00) for restoration of access to
the GDS as well as all monthly fees accumulated during the time the GDS
service was suspended.
C. Property tax on Worldspan Equipment has been included in Customer's Fees
and will not be billed separately, except where required by law. Customer
shall promptly pay or reimburse Worldspan, as appropriate, for all sales,
use, license, and other similar taxes (including Canadian GST), duties,
import fees or other charges or assessments charged or levied in connection
with the delivery, installation, repair, maintenance or use of the
Worldspan Equipment, the GDS, any software license and the services
rendered pursuant to the Subscriber Agreement except for taxes based on
Worldspan's net income. Customer shall reimburse Worldspan for any costs
incurred by Worldspan to collect amounts due under the Subscriber Agreement
including, but not limited to, reasonable attorneys' or collection agency
fees and court costs.
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D. Any reduction, waiver or discounting of any fee in the Subscriber Agreement
by Worldspan is specifically conditioned upon Customer's complete
performance of all its obligations under the Subscriber Agreement. Customer
agrees to pay Worldspan for any costs or expenses associated with any
necessary upgrade or change of Worldspan Equipment or Software. Nothing
herein shall be construed to require Customer to accept any upgraded or
changed equipment, software or other items for which there is a charge.
SECTION 12. ASSIGNMENT OR CHANGE OF OWNERSHIP
Customer shall not assign the Subscriber Agreement or any right or
obligation hereunder without the prior written consent of Worldspan, which shall
not be unreasonably withheld. If Worldspan consents to the assignment, Customer
may be required to pay Worldspan a one time transfer fee and any sub-license
costs that are incurred by Worldspan in connection with the assignment of the
Subscriber Agreement. See the attached Tables of Services and Charges.
Customer's failure to pay these charges shall result in the attempted assignment
being rendered null and void ab initio. Nothing herein shall require Worldspan
to provide a list of potential assignees to Customer or in any way assist
Customer in such assignment.
SECTION 13. ENHANCEMENTS, MODIFICATIONS OF SERVICES
Optional functions, services or equipment will be offered by Worldspan from
time to time to Customer at Worldspan's then prevailing fees, terms and
conditions. Customer's use of any such function, service or equipment, including
access to the GDS, shall constitute agreement by Customer to pay Worldspan its
then prevailing fees and abide by the then prevailing terms and conditions for
such functionality, services or equipment. Worldspan reserves the right to
alter, delete or add functions, services and equipment from time to time, and
Worldspan will use reasonable business efforts to ensure that the alteration,
deletion or addition does not materially adversely impair the services provided
to Customer.
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SECTION 14. DEFAULT
A. Worldspan may, in its sole discretion and without notice to Customer,
immediately terminate the Subscriber Agreement or immediately suspend
service under the Subscriber Agreement in whole or part if:
i. Customer fails to secure dismissal of any involuntary petition in
bankruptcy within sixty (60) days after the filing thereof, unless
this Subscriber Agreement is expressly accepted under the governing
bankruptcy law, within that time period;
ii. Customer fails to have or secure ARC accreditation within ninety (90)
days of its execution of the Subscriber Agreement or if applicable as
regulated by IATA;
iii. Customer's ARC/IATA accreditation is suspended or terminated and the
Customer fails to reinstate such accreditation within thirty (30) days
or if applicable as governed by IATA restrictions;
iv. Customer commits violation(s) of any laws, ordinances or regulations
related to the products or services provided under the Subscriber
Agreement;
v. (a) Customer requests in writing that Worldspan pick up all Worldspan
Equipment or Worldspan Equipment that Customer is not entitled to
deinstall pursuant to the terms herein; (b) Customer informs Worldspan
in writing that it no longer will use the GDS; or (c) Worldspan
reasonably believes that Customer has abandoned the Worldspan
Equipment; or
vi. Customer uses the Worldspan Equipment, the Software or the GDS for any
improper, fraudulent or illegal use or purpose.
B. If any of the following events of default occur with respect to Customer,
then Worldspan may give Customer written notice that such an event has
occurred, and if Customer fails to fully cure such default within thirty
(30) days of such notice from Worldspan, then Worldspan may, following such
failure to cure, terminate the Subscriber Agreement or suspend services
under the Subscriber Agreement in whole or part:
i. Customer ceases to do business as a going concern, files a voluntary
petition in bankruptcy, makes an assignment for the benefit of
creditors of all or substantially all of its assets, or petitions for
reorganization, liquidation or dissolution under any United States
federal or state bankruptcy law or similar bankruptcy laws of other
countries or territories, unless this Subscriber Agreement is
expressly accepted under the governing bankruptcy law, within that
time period;
ii. Except as provided in Section 14.A., Customer is in default of any
material obligation owed Worldspan pursuant to the Subscriber
Agreement or any other agreement with Worldspan; or
iii. Customer terminates or cancels the Subscriber Agreement or any part
thereof, except as expressly provided in Section 14.C.
C. If any of the following events of default occur with respect to Worldspan,
then Customer may give Worldspan written notice that such an event has
occurred, and if Worldspan fails to fully cure such default within thirty
(30) days of such notice from Customer, then Customer may, following such
failure to cure, terminate the Subscriber Agreement:
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i. Worldspan ceases to do business as a going concern, files a voluntary
petition in bankruptcy, makes an assignment for the benefit of
creditors of all or substantially all of its assets, or petitions for
reorganization, liquidation or dissolution under any United States
federal or state bankruptcy law or similar bankruptcy laws of other
countries or territories, unless this Subscriber Agreement is
expressly accepted under the governing bankruptcy law;
ii. Worldspan is in default of any other material obligation owed Customer
pursuant to the Subscriber Agreement.
D. Upon termination of the Subscriber Agreement pursuant to this Section 14,
Worldspan shall be entitled to immediately retake possession of the
Worldspan Equipment and Software without any process of law and terminate
access to the GDS. Termination of the Subscriber Agreement for any reason
shall not relieve either party of rights or obligations arising prior to
the effective date of termination. Nothing in this Section 14 shall be
construed as a limitation upon any rights or remedies the parties may have
elsewhere in the Subscriber Agreement, at law, equity, or otherwise.
E. Upon termination of the Subscriber Agreement pursuant to Section 14.A or
14.B, as a consequence of any default as set forth herein, it is understood
and agreed that Customer will immediately repay and/or reimburse Worldspan
any fees for products and/or services whether waived by Worldspan or
provided to Customer at a reduced cost or without cost, plus any incentive
or inducement provided to Customer with interest at the rate of eighteen
percent (18%) per annum or the maximum interest allowed by law if less than
eighteen percent (18%), compounded annually and applied from the date of
the provision of the inducement less any cash payments made to Worldspan
separate from the Standard Fees during the Term of the Subscriber Agreement
prior to termination.
F. In addition to repayment of those sums of money as set forth above,
Worldspan shall be entitled to collect from Customer damages due to
Customer's uncured default based on the following formula:
a. Customer's total monthly Standard Fees as set forth herein at the time
of termination, multiplied by eighty percent (80%) allowing for
Worldspan's business overhead expense, multiplied by the number of
months remaining in the Term of the Subscriber Agreement; plus,
b. The rolling twelve month average (twelve months prior to date of
termination) of Customer's monthly Bookings minus the number of
Bookings required by the Subscriber Agreement for Customer to receive
one hundred percent (100%) Productivity Discount, multiplied by the
number of months remaining in the Term of the Agreement, multiplied by
the current booking fee at the time of termination that Worldspan
charges to airlines that participate in the full availability features
of the GDS.
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SECTION 15. DISPUTE RESOLUTION
A. The Subscriber Agreement shall be governed by and construed according to
the laws of the:
i. State of Georgia without regard to its conflicts or choice of law
principles. Customer hereby submits and consents to the jurisdiction
of the United States District Court, Northern District of Georgia and
the courts of the State of Georgia of competent jurisdiction.
Customer's choice as to whether to arbitrate disputes arising out of
the Subscriber Agreement as set forth in this Section 15 can be found
in Article V of the Subscriber Agreement; or
ii. If Customer is located in Canada, Province of Ontario and the parties
irrevocably attorn the jurisdiction of the courts of the said Province
of Ontario.
IT IS THE EXPRESS WISH OF ALL PARTIES THAT THIS AGREEMENT AND ANY
RELATED DOCUMENTS BE DRAWN UP AND EXECUTED IN ENGLISH. IL EST LA
VOLUNTE EXPRESSE DES PARTIES QUE CETTE CONVENTION ET TOUS LES
DOCUMENTS S'Y RATTACHANT SOIENT REDIGES ET SIGNES EN ANGLAIS.
B. If Customer has timely elected to arbitrate disputes, the dispute shall be
arbitrated before the arbitrator designated pursuant to the Travel Agent
Arbiter Program ("TAAP"), or any successor arbiter, and the decision of the
TAAP arbiter shall be final and binding upon the parties and shall not be
subject to judicial review. If the election for arbitration was made,
Worldspan and Customer shall arbitrate all disputes under the Subscriber
Agreement with the TAAP and both agree that any such arbitration will be
conducted in accordance with the then current rules of procedure of the
TAAP applicable to the arbitration of the Subscriber Agreement as amended
from time to time. Judgment on the arbitration award may be entered in any
court having jurisdiction over the parties. Any party enforcing any award
shall be entitled to recover the costs and expenses associated with such
enforcement, including reasonable attorneys' fees. In the event that any
such arbitration proceeding is initiated, both parties agree to indemnify
and hold harmless the TAAP and its officers and directors against any costs
incurred by it and/or them, including attorneys' fees and court expenses,
relating to a claim by either party against the TAAP, its officers and/or
directors, including, but not limited to, a claim that (i) the TAAP lacks
jurisdiction to resolve the dispute in question, (ii) the TAAP rules are
inadequate for the purposes intended, (iii) the TAAP, itself, has not
complied with the rules, or, in any other manner has prejudiced the
interests of one of the arbitrating parties, (iv) an adequate or fair
resolution of the case has not been reached, and/or (v) the TAAP has
exceeded (or will exceed) its authority in surrendering (or proposing to
surrender) the record of the case, in response to a subpoena or judicial
process. Worldspan and Customer further agree that the foregoing
indemnification and hold harmless is intended to benefit the TAAP, and has
been agreed to in consideration of the TAAP's willingness to arbitrate the
matter in question.
C. In the event that Customer elects to arbitrate disputes and the TAAP
arbiter is unavailable for any reason, the arbitration shall be conducted
according to the rules of the American Arbitration Association before a
panel of three independent arbiters selected as follows: One arbiter
selected by Customer, one arbiter selected by Worldspan, and the third and
neutral arbiter selected by the other two arbiters.
SECTION 16. INDEMNIFICATION AND INSURANCE
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A. Customer and Worldspan ("Indemnitor") hereby agree to indemnify and hold
each other, their affiliates, partners, subsidiaries, successors and
assigns and their officers, directors, agents and employees ("Indemnitees")
harmless from and against third party liabilities, including, but not
limited to, attorneys' fees, and other expenses incident thereto ("Claims")
which may be threatened against, or recoverable from, the Indemnities
arising out of or in connection with any negligence of the Indemnitor in
the performance or failure to perform obligations pursuant to this
Subscriber Agreement.
B. Each of the indemnities set forth in this Section 16 shall apply to each
applicable loss described above that results from any cause (including the
negligence of the indemnified party) but shall not apply to the extent such
applicable loss results solely from the gross negligence or willful
misconduct of the otherwise indemnified party.
C. Customer shall take all necessary precautions to protect the GDS and the
Worldspan Equipment and Software. At its sole cost, Customer shall procure
and maintain insurance in an amount not less than the "Total Worldspan
Equipment Value" and "Total Worldspan Software Value" set forth in the
Subscriber Agreement, insuring the Worldspan Equipment and Software against
all risk of loss or damage including, without limitation, the risks of
fire, theft, earthquake, flood and other such risks as are customarily
insured in a standard all risk policy in the geographic region where
Customer operates its business. Customer acknowledges that the "Total
Worldspan Equipment Value" and "Total Worldspan Software Value" amounts
include only equipment and software replacement charges as determined by
Worldspan, and that Customer may also be obligated to pay Worldspan for
installation, removal or other services rendered in connection with the
replacement of lost or damaged Worldspan Equipment and Software. Such
insurance shall also provide the following:
i. Full replacement value coverage for the Worldspan Equipment and
Software, which value is stipulated to be not less than the Total
Worldspan Equipment Value specified in Article II.B. of the Subscriber
Agreement;
ii. An endorsement naming Worldspan as additional insured as its interest
may appear and as a loss payee with regard to the Worldspan Equipment
and Software and other items provided by Worldspan hereunder; and
iii. An endorsement requiring the insurer to give Worldspan at least thirty
(30) days' prior written notice of any intended cancellation,
non-renewal, or material change in coverage.
Customer's failure to maintain the insurance coverage required herein shall
not relieve Customer of its responsibility to return Worldspan Equipment or
Software to Worldspan, or to pay Worldspan the full replacement value of
any Worldspan Equipment or Software which is damaged or destroyed. Upon
request, Customer shall provide Worldspan a certificate or certificates of
insurance reflecting the insurance coverage required by this Section 16.
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SECTION 17. GENERAL PROVISIONS
A. The Subscriber Agreement is not and shall not be construed to be a license
for Customer to use the name Worldspan or any of the logos, trademarks or
service marks of Worldspan. Each party shall not make any use of the other
party's company name, logo, trademarks or service marks, without the prior
written consent of the other party. Any and all advertising materials of
any nature whatsoever and any and all statements, regarding any product or
services offered by Worldspan, which in any manner concern or refer to such
name, logos, trademarks or service marks including, but not limited to the
name "Worldspan", will first be provided to Worldspan in writing and are
subject to Worldspan's prior written consent.
B. Customer agrees not to disclose the terms and conditions of the Subscriber
Agreement without the prior written consent of Worldspan except as required
by law; except that Customer may disclose the terms and conditions of the
Subscriber Agreement to its attorneys and accountants who have a need to
know and who are advised of Customer's obligation contained in this Section
17.B. Notwithstanding the foregoing, either party may disclose to the
public the existence of the Subscriber Agreement.
C. Customer agrees to execute and deliver any documents or instruments
reasonably requested by or necessary to Worldspan to reflect the ownership
interest of Worldspan in any Worldspan Equipment or other items leased or
otherwise provided to Customer pursuant to the Subscriber Agreement.
D. Waiver by either party of any provision or any breach of the Subscriber
Agreement will not constitute a waiver of any other provision or any other
breach. No waiver of the Subscriber Agreement will be effective unless
contained in writing signed by an authorized representative of the waiving
party.
E. Unless otherwise specified, all notices or other communications required or
permitted herein must be in writing and will be deemed to have been duly
served if hand delivered, sent by facsimile transmission (upon electronic
confirmation that the facsimile was received), sent by first class mail
postage prepaid and properly addressed, or by overnight delivery. Notices
and communications to be served by Customer on Worldspan shall be delivered
to:
Worldspan, L.P.
300 Galleria Parkway, N.W.
Atlanta, Georgia 30339
ATTN: Vice President - Sales and Marketing
FAX No. (770) 563-7299
with a copy to:
Worldspan, L.P.
300 Galleria Parkway, N.W.
Atlanta, Georgia 30339
ATTN: Vice President - Operations and Customer Service
FAX No. (770) 563-7004
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Noticesand communications to be served by Worldspan on Customer shall be
sent to that address identified in the Subscriber Agreement. Notice shall
be effective on the date of receipt, except that any notice provided by
facsimile transmission which is received after 4:00 p.m. local time of
recipient shall be deemed received the following business day. A party may
change its address(es) for notice on not less than ten (10) days' prior
written notice to the other party.
F. Section headings in the Subscriber Agreement are for the convenience of the
parties only and shall not be used to construe the meaning of any term.
G. If any material provision of the Subscriber Agreement is determined to be
invalid, inoperative, unenforceable or illegal by operation of law,
regulation, judgment or otherwise, then such provision shall be deemed to
be superseded and the Subscriber Agreement modified with a provision which
most nearly corresponds to the intent of the parties and is valid,
enforceable and legal.
H. The Subscriber Agreement constitutes the full and final agreement between
the parties with respect to the subject matter hereof, and unless otherwise
provided, any prior agreements and understandings, whether written or oral,
are hereby superseded upon the beginning of the Term of the Subscriber
Agreement. Except as provided herein, the Subscriber Agreement may not be
modified, altered or amended except by agreement and/or consent by
authorized representatives of both parties.
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CUSTOMER EQUIPMENT SUPPORT RESPONSIBILITY
<Page>
TABLE OF CONTENTS
<Table>
<S> <C>
TABLE OF CONTENTS........................................................ 1
INTRODUCTION............................................................. 2
FIGURE 1. MODEL OF NECESSARY COMPONENTS................................ 2
WORLDSPAN'S NETWORK APPROACH............................................. 3
FIGURE 2 STANDARD INSTALLATION CONFIGURATION.......................... 4
STANDARD INSTALLATION.................................................... 4
STANDARD NETWORK COMPONENTS.............................................. 4
STANDARD NETWORK SUPPORT................................................. 4
FIGURE 3. SUPPORT COVERAGE FOR A STANDARD INSTALLATION................ 5
CUSTOMER OWNED EQUIPMENT INSTALLATION.................................... 6
CUSTOMER OWNED NETWORK COMPONENTS........................................ 6
CUSTOMER OWNED NETWORK SUPPORT........................................... 6
FIGURE 4. SUPPORT COVERAGE FOR A CUSTOMER OWNED EQUIPMENT INSTALLATION. 6
ADVISORY ASSISTANCE FOR CUSTOMER OWNED EQUIPMENT INSTALLATIONS........... 7
REQUIRED SKILL LEVEL OF ON-SITE ADMINISTRATOR............................ 8
TROUBLESHOOTING TECHNIQUES TO DETERMINE PROBLEM AREA..................... 8
WORLDSPAN SUPPORT RESPONSIBILITY AGREEMENT...(FORM)...................... 9
</Table>
Customer Equipment Support Responsibility
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INTRODUCTION
This document applies to dedicated circuit offices and was developed to
help identify the support responsibilities of Worldspan and the Customer in
Customer owned installation environments.
The Worldspan desktop client product was written to operate on the most
commonly used user interface, Windows. The entire suite of applications
associated with the Worldspan product completely follows the Open Systems
Interconnection (OSI) model setup by the International Organization for
Standardization (ISO). Since the applications follow the OSI model, it
gives the ability to exchange some of the network components without
greatly affecting the overall connection solution. If a Customer wishes to
exchange various network components (i.e., computers, cable type, or
network topology), it will be required that the Customer provide a certain
level of expertise, support and responsibility for their particular
configuration.
[GRAPHIC]
FIGURE 1. MODEL OF NECESSARY COMPONENTS
Connections 1 and 5 of Figure 1 illustrate "network" connections and
connection 2 illustrates a "Host" connection. The "network" and "host"
connections are independent of each other. Think of the "network"
connection as a pipe between the workstation and the fileserver and the
"host" connection as another pipe between the workstation and the gateway.
To communicate through these pipes, the workstation will have to use a
transportation protocol. The workstation can use one protocol to
communicate through both of the pipes, or because of their independence, it
could use two different protocols, one for each pipe.
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There are certain network components that have to exist in order for
Worldspan's applications to operate properly. Listed below are the
components and the function that each component performs.
FILESERVER: A machine on the network providing file services for all
workstations and the gateway. The fileserver will have a directory
structure containing files that need to be accessed by the
workstations and the gateway (e.g., tables containing IATA
information) as well as shared and unique files for the workstations
(e.g., Scripts, ReadyKeys, MenuTools, and Screen Layouts).
GATEWAY: A machine that loads the connection tables (WS.TBL and GW.TBL)
from a shared directory on the fileserver. This requires a "network"
connection to the fileserver. Then it will load the Windows based
gateway software from its hard disk.
WORKSTATIONS: These machines make a "network" drive connection to the
fileserver to obtain a copy of the connection tables. It will then be
able to load the Worldspan application from its hard disk making a
"host" connection to the gateway. During execution of the Worldspan
application, the workstation will occasionally read or write files to
the fileserver.
WORLDSPAN'S NETWORK APPROACH
Worldspan chose to use Microsoft's Windows because of its ability to
combine multiple components. Running MSWindows on the gateway provides the
Windows interface that is required by the Windows based gateway software.
It also allows the gateway to share its disk drive to the network,
eliminating the need for a dedicated fileserver. A machine performing both
fileserver services and running the gateway software is called a
Fileserver/Gateway. The workstations will make a "network" drive connection
to the Fileserver/Gateway for the connection tables and a "host" connection
to the Fileserver/Gateway for access to Worldspan's "host" reservation
system. The "network" drive connection can use the Windows transport
protocol, TCP/IP. The "host" connection will use Windows TCP/IP transport
protocol from the workstation to the Fileserver/Gateway, ALC transport
protocol from the Fileserver/Gateway to the FRAD/Router or ALC encapsulated
in MATIP TCP/IP encapsulated in Frame from the FRAD/Router to the Worldspan
"host" reservation system. MATIP is an end to end protocol. Its purpose is
to have a mapping standard between the TCP layer and the airline
application without any routing element.
Figure 2 illustrates a Worldspan standard configuration which will be
discussed in the next section.
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[GRAPHIC]
FIGURE 2. STANDARD INSTALLATION CONFIGURATION
STANDARD INSTALLATION
STANDARD NETWORK COMPONENTS
Worldspan has put together a standard installation configuration that
provides the Customer with a cost effective, efficient and reliable
reservation network. This configuration is based on hardware components
that have been completely tested and approved by Worldspan. The MINIMUM
standard Worldspan workstation configuration consists of the components
listed for the current product platform.
The Worldspan sales Account Executive or Technical Sales Specialist can
provide the latest minimum PC workstation platform.
These components, when properly configured, provide the Worldspan
application with a network that is based on a standard Microsoft Windows
installation. The software for these components are all standard options
supplied in Windows. This network is very versatile in that through the use
of routers or bridges it can interconnect with existing networks.
STANDARD NETWORK SUPPORT
Coupled with the standard configuration, Worldspan has multiple
professional support organizations that can solve problems at any level of
the configuration. These organizations have the software and hardware
diagnostic tools to identify the source of any problem that arises. Built
into these support organizations is an escalation process that enables
Worldspan to provide the proper level of support to answer any needs based
on the standard installation.
Figure 3 shows the various components of the Worldspan standard
installation. It illustrates the support organizations that are associated
with each level of the configuration and their ability to escalate to
another group for additional assistance. Standard Worldspan support
Customer Equipment Support Responsibility
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provides a top to bottom area of coverage, giving the Customer complete
problem resolution by placing one telephone call. For Customers requiring
unique configurations, the next section will address areas available for
change and what is needed to support a custom configuration.
[GRAPHIC]
FIGURE 3. SUPPORT COVERAGE FOR A STANDARD INSTALLATION
CUSTOMER OWNED EQUIPMENT INSTALLATION
NETWORK COMPONENTS
Due to changes in networking technology and a growing menu of network
platforms and configurations, Worldspan plans to enable qualified Customers
to alter some of the configuration components. Examples of altering
configuration components might include: changing the IBM workstation to a
user owned PC like a Compaq PC or a Gateway 2000 PC or using their own
cabling plant, Ethernet Hubs or Token Ring Multi Station Access Units
(MSAU).
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Situations may arise were the Customers may choose to use their own IP
addressing scheme. This situation will be covered in a separate document
detailing Worldspan's IP addressing policy authored by the Worldspan Data
Communication Planning.
There may be many reasons that a Customer would elect to alter the standard
Worldspan configuration. The most popular and logical reason would be a
pre-existing condition. There may be a need to add a couple of Worldspan
workstations at a corporate site that is using their own cable plant,
Ethernet Hubs or Token Ring MSAUs.
NETWORK SUPPORT
Before deciding to implement a newly released network component, first
consider the most important factor of any network, Support. Who do you call
when all the workstations lose their network connection to the fileserver,
or an error pops up "cannot read from device, network". Some things to
consider when determining your organization's ability to support a network
include: who to notify; spare hardware cost; administrator education; cost
of down time and network diagnostic tools.
By installing a Customer owned custom configuration, the Customer will be
responsible for supporting a large part of the network. Figure 4; gives a
good idea of the various network related components associated with a
Worldspan network. Due to Worldspan following the OSI model mentioned
earlier, it should be possible to exchange one of the components with a
comparable component, and maintain a working network. An example of this
would be to exchange the standard IBM workstation with a user owned PC,
like a Compaq PC, at the "Computer Hardware" component level. The majority
of any problems encountered will occur at the component level just above or
below the level at which the change was made. For example, there may be
some problems with Microsoft Windows running on the exchanged computer.
[GRAPHIC]
FIGURE 4. SUPPORT COVERAGE FOR CUSTOMER OWNED EQUIPMENT INSTALLATIONS
In studying Figure 4, something becomes very apparent. There are hundreds
of brands of computers, several types of topologies, several available
protocols, and dozens of cabling
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options. These choices offer thousands of possibilities, all of which may
contain very stable configurations or configurations with potential
problems. By opening the Customer's options to use user owned and selected
components, it will be the responsibility of the Customer to contact
Microsoft, the PC manufacturer, or the reseller to get assistance with
properly configuring the PC to run Windows.
In order to approve a custom configuration of user owned and supported
equipment, the Customer will need to provide a working LAN with a supported
Worldspan protocol and a Windows based workstation. Without a reliable
working LAN environment, Worldspan will not be able to install the
Worldspan gateway and load the Worldspan product as a Windows application
on the Customer's workstation platform. Worldspan will support its standard
gateway equipment and the Worldspan application functionality. The Customer
will be responsible for support of the Network Operating System (Novell,
etc.) in a Customer Owned Equipment environment.
Customer problem determination is extremely important in a custom
environment. Worldspan will address all problems that can be duplicated on
the standard platform. When the Customer can isolate the problem and
provide Worldspan with documentation or a LAN analyzer trace that supports
the problem to be with the Worldspan application, Worldspan will review the
Customer's documentation and will attempt to adopt changes to the standard
application. No changes will be made that, (1) affect the functionality of
the standard application, or (2) are not regarded as feasible by Worldspan.
It may be determined that there is an incompatibility that cannot be
resolved. If Worldspan is called on-site to resolve a problem, and it is
determined not to be the Worldspan application but problems with custom
equipment or configuration, the Customer will be subject to consulting
service fees.
ADVISORY ASSISTANCE FOR CUSTOMER OWNED EQUIPMENT INSTALLATIONS
As shown in Figure 4, the Customer will be responsible for providing a
large portion of the support. Worldspan will still assist in the GDS and
Host Functionality issues due to this area remaining unchanged. In the area
of the Host Emulator, Worldspan will be able to assist with questions and
solutions as they relate to the standard configuration. The Customer
Assistance Center will be able to assist in answering questions about
Windows and the ability to perform multitasking functions and the use of
standard Windows (e.g., Explorer, Control Panel, and Icon manipulation).
Assistance in the Network Operating System component will be limited to
issues concerning Windows and how it works related to a standard
installation. The Customer Assistance Center or TSC, Technical Support
Center, will try to resolve problems at the agency concerning Windows up to
the point where the standard configuration becomes custom. For example, if
a Customer uses their own network card, the Customer Assistance Center will
not be able to assist with problems concerning the network card, network
adapter drivers, or network connections.
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REQUIRED SKILL LEVEL OF ON-SITE ADMINISTRATOR
The Customer would be best served by having multiple staff members handling
industry accepted duties of a LAN Administrator or LAN Engineer. Multiple
staff members would be beneficial to allow for absentees and turnover.
These staff members would be best positioned on-site or geographically
close to the Customer site to provide quick response. If a Novell Netware
server is involved in the configuration, a Novell CNE certification is a
recommended qualification. A MSCE, Microsoft Certified Engineer, would be
best qualified to support a NT LAN configuration.
- The Customer's platform configuration support staff is the first
level of contact for the Customer's problem determination and
resolution.
- The Customer's support staff would need to ensure there are no LAN or
workstation platform problems and isolate the problem situation to
the Worldspan product prior to contacting Worldspan's Customer
Assistance Center.
- The Customer's support staff will be required to ensure the LAN
platform, relating to LAN network connectivity and Windows
workstation functionality, is working properly before Worldspan can
troubleshoot problems.
TROUBLESHOOTING TECHNIQUES TO DETERMINE PROBLEM AREA
When a problem exists on the custom LAN or workstation platform involving a
Worldspan application product, it will be necessary for the Customer's
support staff to isolate the problem to the Worldspan product before
Worldspan can effectively provide troubleshooting measures. This will
require the Customer's support staff to identify and verify the working
status of different platform components.
This includes, but is not limited to:
- verifying that you have a network connection to one of your
fileservers by checking in the Explorer for network drives
- identifying if there is one or multiple workstations reporting the
same problem
- verifying that the fileserver and gateway are turned on and in
working order
- verifying LAN connectivity across devices by ensure proper sharing of
files and devices
- verifying the physical cable plant and hub devices are active and
enabled
- ensuring LAN is stable by verifying network interface cards are not
causing broadcast errors (This can be done with the use of LAN
analyzers)
- detecting any unstable or corrupted data on the LAN segment
- detecting appropriate or corrupt data traffic across any bridges or
routers on the LAN
- determining utilization performance on the LAN segment
- checking the installation and configuration of LAN protocols
- configuring, troubleshooting, and supporting Windows configurations
on a workstation
Figure 4 helps illustrate the levels of different components for a LAN
platform. Clarifying these areas assists in determining where a problem may
reside. As each component layer is verified or isolated the problem can be
determined to be in the LAN workstation platform or in the Worldspan
product. When a Customer accepts the role of support for their own
equipment and configurations it will be necessary for the Customer to
determine and isolate the problem area by eliminating variables or
confirming component elements are enabled.
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Customer Number:_____________________________
Site Code: ___________________________
WORLDSPAN SUPPORT RESPONSIBILITY AGREEMENT
CUSTOMER OWNED EQUIPMENT
Worldspan permits the Customer to run the Worldspan application on Customer
owned hardware/network in accordance with the attached document. The Customer
must ensure that the chosen personal computer (PC) or PC components meets the
functional requirements of the environment or application for which it was
chosen.
Worldspan will not install, repair, maintain or provide support for Customer
owned PCs, unless otherwise agreed by Worldspan in writing. Charges for on site
visits by Worldspan technical personnel or Worldspan contracted maintenance
vendors to address problems which are related to the Customer's hardware will be
paid by the Customer at the prevailing hourly rate for such services.
Worldspan does not guarantee that any devices will operate properly with the
Worldspan provided equipment or that any device is appropriate for the
Customer's purpose. In no event is Worldspan responsible to the Customer for any
loss, damages or claims arising out of the use of Customer owned hardware, and
the Customer agrees to hold Worldspan harmless from and against such loss,
damages or claims as provided in the Worldspan Customer Agreement.
CUSTOM COMPONENTS:
<Table>
<S> <C>
Manufacturer: Model:
Manufacturer: Model:
Manufacturer: Model:
Manufacturer: Model:
</Table>
On behalf of the Customer identified below, I acknowledge that I have read and
agree to the support responsibilities as defined in the Worldspan Customer Owned
Equipment Support Agreement.
-------------------------------------- --------------------------------------
(Customer Legal Name) (Address)
-------------------------------------- --------------------------------------
(Doing Business As) (City) (St.) (Zip) (Country)
-------------------------------------- --------------------------------------
(Signature) (AC) (Phone)
-------------------------------------- --------------------------------------
(Print Name) (IATA/ARC No.)
-------------------------------------- --------------------------------------
(Title) (SID)
Account Manager: Phone:
------------------- ----------------------------
Account Executive: Phone:
------------------- ----------------------------
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TABLE OF SERVICES AND CHARGES
<Page>
TABLE OF SERVICES AND CHARGES
VERSION 2001
<Table>
<Caption>
PRODUCTIVITY CURRENT BILLED UPON BILLED AS
SERVICE DISCOUNT COST NOTE ACCESS INCURRED
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Worldspan Equipment Y (1) X
Worldspan Software Y (1) X
Customer Equipment Access Y (1) X
Communication Support Y (1) X
Standard Install/Deinstall/Relocation N Variable X
Expedited Install/Deinstall/Relocation N Std. Fee + 25% X
Wide Area Network Implementation Fee N Variable (1) X
Fractional T1/WAN Change Fees N Variable (1) X
Taxes N Variable
Power Pricing N +$20/mo. PER Wkstn X
Web AirFare N $00.20 per search X
CompuServe (PDN) Charges N Variable X
Commercial World Net Y (1)
Satellite Ticket Printer (STP) Y (1)
Worldspan for Windows 4.1s Y (1)
Worldspan GO! Accesses Y (1)
Dial Back Up Y $85.00/month X
Non-Participating Airline Ticketing N $0.50 X
Excess Message Fees
Peak Message Rate (8am-12pm) N $0.015 X
Off-Peak Rate (12pm-8am) N $0.010 X
Third Party Interface Connectivity N Variable
Restoration from Suspended Access N $500
Late Payment Charges N Variable (2)
Transfer Fee N $300 X
Use or License Fee N Variable
Default Penalties N Variable
Programming/Scripting Services N Variable X
"No Show" Training Fee N $50 per occurrence
TechXChange Consulting Fee N $200/hr +expenses
Additional Training N Variable
</Table>
NOTES:
(1) Varies according to currently established prices
(2) 1 1/2% of outstanding customer balance
Note: Table is subject to change upon thirty (30) days written notice to
Customer.
Dollar amounts are in U.S. currency.
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