Exhibit 10.1


 


Amendment No. 9
to CRS Marketing, Services and Development Agreement


 


This Amendment No. 9 to the CRS Marketing, Services and Development
Agreement (the “Amendment”) is entered into as of the 11th day of March, 2004
(the “Amendment Effective Date”), by and between Expedia, Inc. (“EI”), a
Washington corporation with its principal office at 13810 SE Eastgate Way,
Suite 400, Bellevue, Washington  98005,
and Worldspan, L.P., a Delaware limited partnership (“Worldspan”), with its
principal office at 300 Galleria Parkway, N.W., Atlanta, Georgia  30339.


 


Recitals


 


Microsoft Corporation (“Microsoft”) and Worldspan entered into that
certain CRS Marketing, Services and Development Agreement dated December 15,
1995, as amended by the parties pursuant to that certain Amendment No. 1 dated
January 1, 1997, Amendment No. 2 dated July 1, 1998, Amendment No. 3 dated
April 1, 1999, Amendment No. 4 dated July 1, 2001, Amendment No. 5 dated
October 22, 2001, Amendment No. 6 dated January 1, 2002, Amendment No. 7 dated
October 8, 2003 and Amendment No. 8 dated November 1, 2003 (collectively, the
“Agreement”).


 


Microsoft’s rights and obligations under the Agreement have been
assigned to and assumed by EI, which is the successor in interest to Microsoft
for all purposes relating to the Agreement.


 


EI and Worldspan now desire to modify the Agreement as set forth
herein.


 


Now,
Therefore, in consideration of the above recitals, the
mutual undertakings of the parties as contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Amendment hereby agree as follows:


 


1.             Effective
March 31, 2004, EI’s rights and obligations under the Agreement shall be
assigned to IAC Global, LLC, (“IAC”) a Nevada limited liability company.  Notwithstanding the foregoing, EI hereby (i)
guarantees to Worldspan the performance by IAC of IAC’s obligations under the
Agreement, (ii) agrees that its guarantee is continuing and will extend to
future amendments and modifications of the Agreement and future supplemental or
related agreements between IAC and Worldspan, (iii) acknowledges and agrees
that its liability hereunder shall not be affected by any insolvency or
bankruptcy of IAC or by any extension of time or forbearance granted to IAC by
Worldspan, and (iv) agrees that any notice given to IAC in connection with the
Agreement will constitute notice to EI for purposes of this guaranty.  This guaranty is an independent obligation of
EI and may be enforced against EI with or without the joinder of IAC.  IAC hereby agrees to comply with and be
bound by the Agreement to the same extent as EI.


 


2.             Paragraph
A of Schedule 11.1, attached as Appendix 1 to Amendment No. 4 of the Agreement
and as amended by Amendment No. 5 of the Agreement is hereby deleted in its
entirety and replaced with the following:


 

















 


“A.  Air
Segment Revenue Share


 


For Air Segments booked by EI users on and
after January 1, 2004, Worldspan shall pay EI a Revenue Share for Net Domestic
Air Segments, Net International Air Segments, and Net Opt-in International Air
Segments based in accordance with the following:


 


	
  Type of Net Segment

  	
   

  	
  Revenue
  Share

  
	
  Net Domestic Air Segment

  	
   

  	
  [**]

  
	
  Net International Air Segment

  	
   

  	
  [**]

  
	
  Net Opt-In International Air Segment

  	
   

  	
  [**]

  



 


By way of example, pursuant to Section 11.1.B(i) of the Agreement,
within thirty (30) days from the last day of February 2004, Worldspan shall pay
EI [**] of the [**] for Net Domestic Air Segments generated by EI users in
January 2004 and shall provide a statement showing the calculation of the
Revenue Share for January 2004.


 


In the event
Worldspan announces an increase in the rate for determining Airline Fees
payable to Worldspan by Participating Airlines for [**] above the rate in
effect as of [**], then the Revenue Share for [**] shall be increased [**]. In
the event Worldspan announces a decrease in the rate for determining Airline
Fees payable to Worldspan by Participating Airlines for [**], then the parties
will renegotiate the Revenue Share payable to EI for [**]. If the parties are
unable to agree on a new Revenue Share for [**] within [**] days of the
commencement of such negotiations, then at any time until the parties are able
to agree upon such new Revenue Share, either party may terminate this Agreement
by providing the other party with [**] days prior written notice thereof.
However, the then current Revenue Share will continue to apply until the
parties agree upon a new Revenue Share or this Agreement is terminated.


 


On a timely basis as contemplated by the Agreement, Worldspan shall pay
the Revenue Share as calculated under the Agreement prior to this Amendment
(the “Old Calculation”) for [**] during the period from [**] and (b) the
Revenue Share as calculated under this Amendment (the “New Calculation”)
[**].  In addition, for [**] during the
period from [**], Worldspan shall pay the difference between the New
Calculation and the Old Calculation in one payment on [**].


 


3.             For
Air Segments booked by Expedia users on and after January 1, 2004, Paragraph F
of Schedule 11.1 attached as Appendix 1 to Amendment No. 4 of the Agreement, as
amended, is further amended by adding the following new definitions:


 


“Opt-In Carrier” means [**] and any other air
carrier designated in writing by Worldspan and EI.


 


[**] =
Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.


 


2

















 


“[**]” means the Airline Fees received by Worldspan from Opt-In Carriers
for Net Opt-In International Air Segments made by EI users over the [**].  By way of example, the [**] for [**] is the
Airline Fees received by Worldspan for Opt-In Carriers for [**] made by Expedia
users in [**].


 


“Net Opt-In International Air Segments” means any Air Segment booked on
an Opt-In Carrier from a point of sale designated by Worldspan as outside of
[**] less the number of International Air Segments booked on an Opt-In Carrier
cancelled during that period, as determined by the WORLDSPAN System.


 


4.             For Air Segments booked by EI users on or
after January 1, 2004, the definitions of “Expedia”, “International Air
Segment” and “Net Average Yield” as set forth in Paragraph F of Schedule 11.1
attached as Appendix 1 to Amendment No. 4 as added by Amendment No. 5 are
hereby deleted in their entirety and replaced with the following:


 


“Expedia” means the software code,
informational databases, products, and other components that make up the
service which is marketed for use by Expedia users, to enable Expedia users to
shop for, reserve, book and pay for certain travel services (including, at a
minimum, air travel, hotel accommodations, and car rentals) via a personal
computer, telephone or other interactive device.  EI and its affiliates currently or in the future may offer such
services on the Internet and through other distribution channels under the
names “Expedia”, “WWTE” or such other private label names as EI and its
affiliates in their sole discretion may choose.  Such names may change from time to time and the term “Expedia” as
used herein shall be deemed to refer to all future versions of the above
described services, regardless of the name under which they are offered from
time to time, and includes without limitation any and all additional, follow-on,
successor or replacement versions of such services.


 


“International Air Segment” means any Air
Segment booked from a point of sale designated by Worldspan as outside of [**]
other than Air Segments generated by Expedia users on Opt-In Carriers.


 


“[**]” means the Airline Fees received by
Worldspan from Participating Airlines for Net Domestic Air Segments made by
Expedia users over the calendar month. 
By way of example, the [**] for January 2004 is the Airline Fees
received by Worldspan from Participating Airlines for Net Domestic Air Segments
made by EI users in January 2004.


 


5.             Confidentiality


 


This Amendment shall be considered Confidential Information according
to the Agreement.


 


[**] = Confidential treatment requested for
redacted portion; redacted portion has been filed separately with the
Commission.


 


3

















 


6.             Continuation
of Agreement


 


Except as provided in this Amendment, the Agreement shall continue in
full force and effect.


 


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized undersigned representatives as of the date
first above written.


 


 


	
  Expedia, Inc.

  	
   

  	
  Worldspan, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Barney Harford

  	
   

  	
  By:

  	
  /s/ Ninan Chacko

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Barney Harford

  	
   

  	
  Print Name:

  	
  Ninan Chacko

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP-Air, Car and Private Label

  	
   

  	
  Title:

  	
  SVP- e-Commerce and Product Planning

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IAC Global, LLC

  	
   

  	
   

  	
   

  	
   

  
	
  By:  IACT US Inc., its sole
  member

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Barney Harford

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Barney Harford

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP-Air, Car and Private Label

  	
   

  	
   

  	
   

  	
   

  
									



 


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