Exhibit 10.83


Amendment No. 10

to CRS Marketing, Services and Development Agreement


This Amendment No. 10 to the CRS Marketing, Services
and Development Agreement (the “Amendment”) is entered into as of the 22nd
day of December, 2004 (the “Amendment Effective Date”), by and between IAC
Global, LLC (“IAC Global”), a Nevada limited liability company with its
principal office at 3150 139th Ave SE, Suite 500, Bellevue, WA  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, Amendment No. 8 dated November 1, 2003,
and Amendment No. 9 dated March 11, 2004 (collectively, the “Agreement”).


Microsoft’s rights and obligations under the Agreement
were assigned to and assumed by Expedia, Inc. (“EI”).


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


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


“B.  Car Segments Revenue
Share and Related Matters.


(i)                                     Car Segment Revenue Share.  For Net Car Segments booked by Expedia users
on and after [**], Worldspan shall pay IAC Global a revenue share equal to [**]%
of the [**] (the “Base Car Segment Revenue Share”), subject to adjustment as
provided in this Paragraph B of Schedule 11.1.


(ii)                                  Net Car Segment Minimum.  Effective as of [**], IAC Global agrees to
cause a minimum of [**] Net Car Segments created on behalf of Expedia users to
be booked through the Worldspan System per [**] period, subject to adjustment
from Segment Count Reduction(s) as provided below (the “Net Car Segment Minimum”),
subject to the following terms:


(a)                                  If IAC Global fails to book the Net Car
Segment Minimum through the Worldspan System during any [**] period, then 


 


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Worldspan, at its option, may give written notice to
IAC Global of such shortfall (“Shortfall Notice”).


 


(b)                                 If IAC Global does not meet the Net Car
Segment Minimum for the [**] period measured [**] after receipt of a Shortfall
Notice (such 60-day period following a Shortfall Notice is referred to herein
as the “Probationary Period”), then, the revenue share per Net Car Segment will
be [**] $[**] (the “Reduced Car Segment Revenue Share”) for Net Car Segments
booked after the expiration of the Probationary Period until such time as IAC
Global has met the Net Car Segment Minimum for the previous [**] period as
measured on the first day of any subsequent calendar month (a “Restoration
Event”).  Following any Restoration
Event, the Base Car Segment Revenue Share will be restored for Net Car Segments
booked following any Restoration Event, provided that the provisions of
subparagraph (a) above and this subparagraph (b) will continue to apply in
the event of subsequent shortfalls from the Net Car Segment Minimum.


(iii)                               Renegotiation.  After [**], 2006, IAC Global and Worldspan
will negotiate in good faith to determine adjustments, if any, to the Base Car
Segment Revenue Share, Reduced Car Segment Revenue Share and/or the Net Car
Segment Minimum.  If the parties agree
upon adjustments to the Base Car Segment Revenue Share, Reduced Car Segment
Revenue Share and the Net Car Segment Minimum for any period after [**], 2006, then
such adjustments will be added to this Agreement via a written amendment.  If, after [**], 2006, the parties are unable
to agree, then the Base Car Segment Revenue Share, Reduced Car Segment Revenue
Share and the Net Car Segment Minimum then applicable shall remain in effect
and either party may give written notice to the other party after [**], 2006, to
initiate the Car Termination and Wind Down Procedure set forth in subparagraph
(x) below.


(iv)                              Base Car Segment Revenue Share Reductions.  If the Base Car
Segment Revenue Share drops below [**] ($[**]) per Net Car Segment, either
party may elect to give the other party written notice of initiation of the Car
Termination and Wind-Down Procedure set forth in subparagraph (x) below.  [**]


(v)                                 Parity and Discontinuation by Participating Cars.  If (A) a
Material Car Participant discontinues participation in the Worldspan System
after [**]; (B) Worldspan otherwise fails to materially maintain parity
with [**] with respect to the pricing, inventory or functionality of any
Material Car Participant; or (C) IAC Global gives Worldspan written notice
of any material parity discrepancy between the pricing and publicly available
inventory (e.g., types of cars and availability of cars) of a Material Car
Participant provided by [**], and Worldspan is unable to resolve such


 


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lack of parity within [**] after such
notice, then, in any case, IAC Global may elect to:  (1) give Worldspan written notice to [**]
by the [**] of the [**]; or (2) initiate the Car Termination and Wind-Down
Procedure set forth in subparagraph (x) below.


(vi)                              Concerns of Participating Cars.  IAC Global and
Worldspan will work together in good faith to address any concerns raised by a
Material Car Participant to IAC Global with respect to such Material Car
Participant’s participation in the Worldspan System.  [**]


(vii)                           Functionality Changes.  If IAC Global requests functionality to
interact with a Material Car Participant in a new way (e.g. selling insurance,
gas option etc.) it will request in writing that Worldspan build such
functionality within a reasonable specified time period, provided, that if the
relevant supplier causes a delay in Worldspan’s delivery of such functionality
by unreasonably delaying or withholding development cooperation and
implementation, the specified time period will be extended for a period of time
equal to such delay.  Such functionality
changes will be subject to terms and conditions as may be mutually agreed upon.


(viii)                        Internal Reservation System Connections.  [**]  IAC Global agrees that Worldspan will be the
technology provider for such work, provided, that any bid from Worldspan is
comparable or superior to alternatives with respect to functionality and all
relevant commercial and legal terms.


(ix)                                Reduction of Net Car Segment Minimum.  In the event that
(1) IAC Global and Worldspan are not able to negotiate a commercially
reasonable revenue sharing arrangement as set forth in Section B(vi) of this
Schedule 11.1 within [**] with respect to the applicable Material Car
Participant; (2)  Worldspan is unable or unwilling to build the requested
functionality for a Material Car Participant as set forth in
Section B(vii) of this Schedule 11.1 in the earlier of (A) the
time specified (as may be adjusted in the event of supplier delay), or
(B) in any event, [**] after such request has been made by IAC Global to
Worldspan; or (3)  IAC Global receives a direct booking request of
any Material Car Participant in accordance with Section B(viii) of this
Schedule 11.1 for which Worldspan is not selected as the technology
provider for such transactions; [**]


(x)                                   Car Termination and Wind-Down Procedure.  In the event that
either party gives notice of its intention to initiate the Car Termination and
Wind-Down Procedure as permitted under this Agreement, then the following will
apply (collectively, the “Car Termination and Wind-Down Procedure”):


 


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(a)                                  The parties will continue to operate
under this Paragraph B of Schedule 11.1 for a period of [**] (the “Car
Termination and Wind-Down Period”) following effective delivery of notice of
the Car Termination and Wind-Down Procedure, including, without limitation,
continued application of the then-current Base Car Segment Revenue Share,
Reduced Car Segment Revenue Share and/or the Net Car Segment Minimum during
such Car Termination and Wind-Down Period.


(b)                                 During the Car Termination and Wind-Down
Period, each party will use commercially reasonable efforts and cooperate in
good faith with the other party to effectuate an orderly wind-down of IAC
Global’s Car Bookings through the Worldspan System.


(c)                                  IAC Global shall be under no obligation to
generate Net Car Bookings through the Worldspan System and Worldspan shall be
under no obligation to compensate IAC Global for any Net Car Segments generated
by IAC Global through the Worldspan System after the expiration of the Car
Termination and Wind Down Procedure.  In
addition, this Paragraph B of Schedule 11.1 (other than Worldspan’s
obligation to pay any monies accrued prior to the expiration of the Car
Termination and Wind Down Period) will be of no further force and effect.  For avoidance of doubt, implementation of the
Car Termination and Wind-Down Procedure will have no effect on the other terms
and conditions of this Agreement.


2.                                       Paragraph F of Schedule 11.1 attached as
Appendix 1 to Amendment No. 4 is amended by adding the following new definitions:


“Material Car Participant” means a car rental company that
participates in the Worldspan System and which accounted for more than [**] percent
([**]%) of IAC Global’s Net Car Segments in the prior [**].


“Net Car Yield” means the [**].


“Segment Count Reduction” means, with respect to a Participating
Car, a reduction in the Net Car Segment Minimum for a [**] equal to:


[**]


where:


A
=                [**]


B
=                  [**]


C
=                  [**]


 


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D
=                 [**]


By way of example, [**]  If there
are multiple Segment Count Reductions applicable from two or more Participating
Cars, then the calculations will be done sequentially in the order that such
Segment Count Reductions were initiated, and the aggregate of all Segment Count
Reductions will be applied against the Net Car Segment Minimum.  For avoidance of doubt, the Net Car Segment
Minimum cannot be increased due to a Segment Count Reduction.


3.                                       Section 11.1(C) of the Agreement is hereby
deleted in its entirety and replaced with the following:


(C)                                (i)            IAC
Global shall reimburse Worldspan for the charges incurred by Worldspan with
respect to direct communication lines and frame relay access devices that are
requested by IAC Global through its Product Unit Manager for the Travel Group (“Direct
Communication Fees”).  Each party is
responsible for its own installation and ongoing costs of circuits and
equipment necessary to connect such party’s facilities to the local exchange
carrier’s termination of the frame relay circuits.


(ii)                                  For the period through and including [**],
IAC Global will pay Worldspan (1) [**] ($[**]) per month per terminal
address (TA) login, digital address (DA) login or GO! Res login used in
connection with the EI System by IAC Global’s fulfillment partners and customer
service centers (other than as specified in item (2) below) anywhere in the
world (“Fulfillment Partner Fees”); and (2) [**] ($[**]) per month for
each of [**] terminal address logins, digital address (DA) login and/or GO! Res
logins used in connection with the EI System by TRX, Inc. during [**] (“TRX
Fulfillment Fees”), provided, that Fulfillment Partner Fees and TRX Fulfillment
Fees billed to IAC Global for [**] will not exceed [**] ($[**]) in total.  Except as otherwise set forth herein, IAC
Global will not owe Worldspan any Fulfillment Partner Fees or TRX Fulfillment
Fees for any period after [**], nor will Worldspan bill or make any retroactive
negative adjustments for any Fulfillment Partner Fees or TRX Fulfillment Fees
for any period prior to [**].


(iii)                               Beginning [**], IAC Global shall pay
Worldspan a fee equal to [**] ($[**]) per month (the “Login Fee”) for each
terminal address login, digital address login, GO! Res login and/or other
successor form of Worldspan login access used by IAC Global, its fulfillment
partners (including but not limited to automated programmatic, i.e., robot or
messaging TAs use of a TA by fulfillment partners) and call centers anywhere in
the world (each, a “Login”).  For
avoidance of doubt:  (1) IAC Global
may cancel


 


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Logins by providing
written notice to Worldspan, for which no Login Fee will be due following such
cancellation; and (2) the Login Fees replace Fulfillment Partner Fees and
the TRX Fulfillment Fees, and accordingly, IAC Global will not owe Worldspan
any Login Fees for any period prior to [**]. 
Worldspan and IAC Global agree that the baseline number of IAC Global
Logins as of [**], is [**] Logins (i.e., the number of Logins stated on
Worldspan’s [**] invoice).  Worldspan
will provide written notice to the Senior Vice President of Agency Operations
of IAC Global (or his authorized designee) within [**] days after it receives a
request for additional Logins from IAC Global.


(iv)                              IAC Global shall pay for any equipment or
scripting requested by IAC Global and provided by Worldspan to be used by IAC
Global’s fulfillment partner.  Worldspan
shall offset the Direct Communication Fees, Fulfillment Partner Fees and/or the
Login Fees (as applicable) from the amounts due IAC Global or invoice IAC
Global for the applicable fees on a monthly basis.  IAC Global shall pay the invoiced amount
within [**] days after receipt of the invoice. 
Except as provided in this Agreement, IAC Global shall not owe Worldspan
any fees for capacity under this Agreement.


(v)                                 IAC Global shall pay Worldspan $[**] per
month for XML Pro and Secure Rate Air Plus implementations as requested by
Expedia and authorized by the authorized designee of the Senior Vice President
of Agency Operations of IAC Global.


(vi)                              IAC Global hereby releases Worldspan from
liability for any billing inconsistencies or errors with respect to amounts
billed to IAC Global (or its predecessors in interest) under this
Section 11.1(C) for terminal addresses and direct costs prior to the date
of this Amendment.


(vii)                           Worldspan will not charge IAC Global, and
IAC Global will have no obligation to pay Worldspan, for the development or
delivery of the enhancements to Worldspan’s Corporate Fleet Product set forth
in Worldspan’s Functional Design Document #[**] dated [**].


4.                                       Confidentiality


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


5.                                       Continuation of Agreement


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


 


[**]  Confidential treatment
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the Commission.


 


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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.


 


	
  IAC Global, LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  
	
  By:

  	
  IACT US Inc., its sole member

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ ROBERT W. GREYBER

  	
   

  	
  By:

  	
  /s/ JEFFREY C. SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Robert W. Greyber

  	
   

  	
  Print Name:

  	
  Jeffrey C. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President, Air Partner Management

  	
   

  	
  Title:

  	
  General Counsel, Secretary and Senior Vice President
  Human Resources

  
								



 


 


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