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3. **Hotel Content Database Usage Fee**. Customer shall pay to Pegasus a monthly fee asfollows:   **Trailing 12-Month Target:** **Hotel Content Download Fee Per Month**100,000 and greater $(***) per month   Less than 100,000 $(***) per month4. **Service Level Credit/Incentive**. (a) If Measured Downtime is below the Downtime Commitment (as defined in Section8(a) of the UltraDirect Services Schedule), Customer will pay Pegasus a fee (“ServiceLevel Incentive Fee”) equal to the product of (i) the quotient (rounded down to thenearest integer) of (A) Downtime Commitment minus (B) Measured Downtime; divided by(C) (***)%; multiplied by (ii) the product of $(***) times UltraDirect NetReservations attributable to that calendar month. [(Downtime Commitment — MeasureDowntime)/(***)%) X ($(***) X UltraDirect Net Reservations)]. Notwithstanding theforegoing, if the Measured Downtime exceeds 0.10%, Pegasus will not be entitled to aService Level Incentive Fee.  (b) If Measured Downtime exceeds the Downtime Commitment, Pegasus will payCustomer a fee (“Service Level Credit Fee”) equal to the lesser of: i. The product of (i) (A) Measured Downtime minus (B) DowntimeCommitment; divided by (C) (***)**%**; multiplied by (ii) the product of**$**(***) times UltraDirect Net Reservations attributable to thatcalendar month [(Measured Downtime — Downtime Commitment)/ (***)%) X ($(***)X UltraDirect Net Reservations)]; OR  ii. The product of (i) **$**(***) times (ii) UltraDirect NetReservations attributable to that calendar month/ [$(***) X UltraDirect NetReservations].In the event Customer owes Pegasus any amounts under this Agreement, Pegasus willoffset/credit the Service Level Credit Fee specified above payable by Pegasus againstany such amounts owed to Pegasus by Customer, provided that Pegasus provides Customer areport showing complete and accurate details and calculation of the amounts payable byPegasus and the amounts being offset hereunder.5. **Geo Search and Geo Search Map Fees**.(a) **Annual License Fee**. If during any calendar year Customer utilizes the Geo Search orMapping functionality or an accessor of Customer’s System(s) transmits a Geo Search orMapping request, Customer shall pay to Pegasus an amount equal to any license fees chargedto Pegasus for such utilization or transmission with respect to such calendar year by thethird party vendor of such functionality.(b) **Per Use Fee**. Customer shall pay to Pegasus a fee with respect to each BillingPeriod equal to the product of (i) the sum during such Billing Period of the number oftransmissions from Customer’s System(s) of (A) Geo Search requests, plus (B) Mappingrequests, plus (C) requests to (1) pan, (2) zoom in, (3) zoom out, (4) move up, (5) movedown, (6) move right or (7) move left while viewing the response to any Mapping request;multiplied by (ii) **$**(***).(c) **Change in Fees**. If the per transmission amount charged to Pegasus by the thirdparty vendor of the Geo Search and Mapping functionality is increased, the fee paid byCustomer pursuant to paragraph 5(b) above shall be increased by the same amount.(d) **Definitions**. For purposes of this paragraph, “Geo Search”, “Mapping” and“Customer’s System(s)” have the meanings set forth in the UltraDirect Services Schedule.6. **Professional Services Fees**. Customer shall pay fees to Pegasus for Pegasus’performance of
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professional services at Pegasus’ then-standard hourly rate for such technicaland/or professional services (not to exceed $(***) per hour) as specified in the work order, statement of work or similar documentexecuted by Pegasus and Customer regarding the professional services performed.7. **Term**. This First Amended Pricing Schedule shall be effective as of the First AmendedPricing Schedule Effective Date and shall continue in effect thereafter with respect to eachService that Pegasus provides pursuant to this Agreement until such time as this First AmendedPricing Schedule has been terminated or replaced with respect to such Service. The First AmendedPricing Schedule and the First Amended Services Schedule shall be coterminous.8. (***)9. **Assumptions**. The parties acknowledge that the commercial terms of this First AmendedPricing Schedule were negotiated based on Customer’s distribution mix as of the First AmendedPricing Schedule Effective Date. In the event the distribution mix materially changes, theparties agree to conduct good faith negotiations for new commercial terms.       **PEGASUS SOLUTIONS, INC.** **ORBITZ WORLDWIDE, LLC**       By: /s/ Richard V. Leutwyler By: /s/ Julie Szudarek        Name: Richard V. Leutwyler  Name: Julie Szudarek Title:    COO  Title:    VP
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