Amadeus Germany will directly reconcile). EBOOKERS shall instruct the EBOOKERS Locations inGermany to allow Amadeus Germany to do the financial transactions via bank collectionprocedure. **4.** The above right of reimbursement ceases, if Amadeus Germany receives the ADM txt dataand the ADM pdf data later than by the end of the month following the month of invoicing byLufthansa and/or Swiss.**B.****Switzerland and Austria****.**The reimbursement process for EBOOKERS Locations in Switzerland and Austria is not yet finalizedand will depend on the format and frequency which the Swiss BSP is able to provide, and that atthe date of signature of this Amendment has not yet been finalized. The Parties agree to workin good faith to engage into a comparable process to the one defined for Germany, as soon as thenecessary details are provided based on the process outlined by Swiss and Lufthansa. In anycase, reimbursement at a country level will be via Amadeus or applicable Amadeus ACO. For theavoidance of doubt, once such a process has been agreed Amadeus or the applicable Amadeus ACO,reimbursement of the LH/LX Preferred Fare Surcharge will be made to EBOOKERS Locations inSwitzerland and, with respect to Austria to the EBOOKERS fulfilment partner in Austria accordingto the agreement between the Austria ACO and such fulfilment partner. In the event EBOOKERSceases to use a fulfilment partner in Austria and EBOOKERS opens an EBOOKERS Location inAustria, then the reimbursement hereunder would be paid to such EBOOKERS Location. In the eventEBOOKERS is required to address a different repayment process with its fulfilment provider thenAmadeus will work in good faith with EBOOKERS to address such a scenario to EBOOKERS reasonablesatisfaction.EBOOKERS will be responsible for communicating the above procedures and the other relevant termsand conditions of this Amendment to the applicable EBOOKERS Locations. For clarification,EBOOKERS represents and warrants that it is entitled to act for and on behalf of the applicableEBOOKERS Locations with regard to the declarations which are given in this Amendment and agreesto indemnify Amadeus and/or the applicable Amadeus ACO for any claims or damages resulting froma breach of this warranty.**§ 2 Amount of reimbursement**Given its purely provisional and compensatory nature, the Amadeus ACO’s reimbursement of the LH/LXPreferred Surcharge is subject to the following conditions: **•** the applicable EBOOKERS Location pays to Lufthansa/Swiss the LH/LX Preferred FareSurcharge in the amount of (***) Euro (plus applicable VAT) charged by Lufthansa or (***)Swiss Francs in Switzerland (plus applicable VAT) charged by Swiss per Segment;  **•** neither the applicable EBOOKERS Location nor EBOOKERS will receive from Lufthansa and/orSwiss any compensation, reimbursement, discount or waiver of the LH/LX Preferred Surchargedirectly or through any other such mechanisms agreed outside of the Lufthansa/SwissPreferred Fare Program agreement, and which effectively represent a reduction,reimbursement, discount or waiver of part of/or the totality of the LH/LX Preferred FareSurcharge (in each case a “Reduction”);  **•** if the applicable EBOOKERS Location and/or EBOOKERS receive a Reduction, it shallprovide the ACM txt/pdf data to Amadeus and/or the applicable Amadeus ACO;  **•** any charge related to the Lufthansa/Swiss Preferred Fare Program that the applicableEBOOKERS Location chooses to charge its traveller clients may only be related to theexistence of the LH/LX Preferred Fare Program in general and not to the use of the AmadeusSystem. Reasonable efforts should be made to avoid that these
 

 
   charges will become a competitive disadvantage to Amadeus versus other Amadeus competitors.Any communication on such charge must be explicit in this respect. If this provision isbreached, Amadeus reserves the right to be refunded for any amount reimbursed. **•** In case of a Reduction, such EBOOKERS Location (or EBOOKERS) shall inform Amadeusimmediately. In this circumstance the reimbursement of (***) Euro (plus applicable VAT) forLufthansa or (***) Swiss Francs in Switzerland (plus applicable VAT) for Swiss shall bereduced according to the Reduction.**§ 3 Charges for GK segments**If the applicable EBOOKERS Location books Lufthansa and/or Swiss flights in any other system, e.g.by using screen scraping tools, and if such EBOOKERS Location uses Amadeus or applicable AmadeusACO infrastructure by creating GK segments, Amadeus or the applicable Amadeus ACO shall be entitledto charge a reasonable price per GK segment.**§ 4 Open book provision, penalty** 1. On request of Amadeus and/or the applicable Amadeus ACO with a minimum of 10 daysnotice up to a maximum of twice per year commencing with the Amendment Effective Date,EBOOKERS and/or the applicable EBOOKERS Locations, will permit Amadeus and/or theapplicable Amadeus ACO to allow an external auditor or law firm (which are under aprofessional non-disclosure obligation) to audit the EBOOKERS’ and/or EBOOKER Locations’records and documentation related to the subject matter of this Amendment in order toconfirm compliance with this Amendment.  2. If Amadeus discovers, through the audit or otherwise, that EBOOKERS and/or theapplicable EBOOKERS Location has received a Reduction and EBOOKERS and/or the applicableEBOOKERS Location has failed to repay Amadeus for such amount, then EBOOKERS agrees toreimburse Amadeus for such unpaid amounts, plus a penalty equal to 25% of the unpaidamounts in addition to the direct costs of any expenses incurred by Amadeus in carrying outsuch audit. No penalties will be payable for unintentional errors.**§ 5 Business Continuity**Payment of the LH/LX Preferred Surcharge is a significant expense to Amadeus and/or the applicableAmadeus ACOs and of significant value to EBOOKERS and EBOOKERS Locations. Accordingly, subject toany express termination rights in the Agreement, EBOOKERS confirms that it and the EBOOKERSLocations will maintain business continuity with Amadeus during a period of 12 months after theAmendment Effective Date except in the event the Amadeus ACO does not continue the reimbursementdescribed herein and the applicable EBOOKERS Locations are still obliged to pay the LH/LXPreferred Surcharge and this still constitutes a competitive disadvantage to the applicableEBOOKERS Location or if the LH/LX Preferred Fare Program is terminated within four weeks after theAmendment Effective Date. In the event that business continuity is not maintained prior to30th of June 2009, the following will apply: 1. Subject to points 2 and 3 below, EBOOKERS will reimburse the Amadeus ACO a percentageof the total LH/LX Preferred Surcharge reimbursements made, equal to the percentage of NetSegments which are not maintained with Amadeus (compared with the 12 month period prior tothe Amendment Effective Date.) By way of example if 90% of business continuity ismaintained then, subject to (2) and (3) below, EBOOKERS will repay 10% of the amount of theAmadeus ACO’s total reimbursed LH/LX Preferred Surcharges.
 

 
 2. If EBOOKERS maintains business continuity in at least one of the 6 month periodsdescribed in point 3 below, then any amount repayable to the Amadeus ACO under point 1above will be reduced by 50%.  3. If the business continuity goal is not achieved, no reimbursement will be requiredfrom EBOOKERS provided that EBOOKERS achieves at least (***) Net Segments for each of thefollowing two 6 month time periods: 1 July 2008 — 31 December 2008 and 1 January 2009 — 30June 2009. Net Segment shortfalls from this (***) target in the first 6 month period maybe made up in the second 6 month period. Whether or not any reimbursement is payable byEBOOKERS will be determined at the end of these two 6 month periods, i.e., after 30 June2009.This provision shall survive any termination of this Amendment.**§ 6 Duration of Reimbursement**(1) This Amendment automatically terminates (i) upon 6 weeks prior written notice, or (ii) as ofthe termination or modification effective date (Amadeus will provide confirming notice of suchtermination or modification within a reasonable period of time), whichever is earlier, if: (a) Lufthansa should terminate or modify the Lufthansa/Swiss Preferred FareProgram, or  (b) Amadeus reaches an agreement with Lufthansa to fully or partially waive theLH/LX Preferred Fare Surcharge.(2) Amadeus is entitled to terminate this Amendment at any time with a notice period of 4 weeksto take effect at the earliest as of 31st December 2008. (3) Furthermore, Amadeus is entitled to terminate this Amendment upon 6 weeks written notice, oras of the termination or modification effective date (Amadeus will provide confirming noticeof termination within a reasonable period of time), whichever is earlier, in case otherairlines implement comparable programs in Germany, Austria and/or Switzerland.**§ 7 Confidentiality**In addition to all confidentiality obligations between the Parties, it is emphasized that the termsand conditions of this Amendment are strictly confidential and may not be disclosed to any thirdparty absent Amadeus’ express written consent. The appropriate disclosures may be made to theEBOOKERS Locations as necessary to ensure compliance with this Amendment. EBOOKERS will requirethe EBOOKERS Locations to keep all terms and conditions of this Amendment strictly confidential andnot disclosed to any third party. EBOOKERS will be responsible for the EBOOKERS Locations’compliance with this confidentiality obligation.All other terms and conditions of the Agreement remain in full force and effect except as modifiedby the above.Agreed and Accepted:       **Amadeus IT Group, S.A.**   **EBOOKERS LTD**         /s/ Gillian Gibson   /s/ Alan Josephs                Signature   Signature         Name: Gillian Gibson   Name: Alan Josephs  Title: Group Vice President   Title: MD  Date: 10/11/08   Date: 15/10/08