Exhibit 10.19


 


COMPLEMENTARY AND
AMENDMENT AGREEMENT


 


This Complementary
and Amendment Agreement (“Amendment”) complements and amends the Global Access
Agreement between Amadeus IT Group, S.A. (f/k/a Amadeus Global Travel
Distribution. S.A.) and eBookers Limited (f/k/a eBookers Plc.) (“EBOOKERS”)
dated January 1, 2004 (the “Agreement”) and is effective September 1,
2006 (the “Amendment Effective Date”).


 


1.                          Term.
The Term of the Agreement is extended to December 31st, 2009.


 


2.                          Definitions
section: The definition of “EBOOKERS Locations” is to be amended as follows:


 


“means
Ebookers and the Ebookers full owned and operated offices identified on Exhibit 2
with the same Office ID and with Ebookers corporate code (EB3). New entities
that are fully acquired by Ebookers or any company within the same group of
companies as Ebookers i.e. ultimately owned by the parent company Travelport
Inc. after the Effective Date may be added to this Agreement (i) immediately
if such entities (or new sites established by EBOOKERS locations) are not
AMADEUS System users, or (ii) if such entities are already connected to
Amadeus then the conditions of the Agreement as amended by the Amendment may apply
to such business upon the sooner of 31st December of the year
the entity is acquired by EBOOKERS or 1 months notice from the date of
acquisition or neither of these options at EBOOKERS sole decision.”


 


3.                          Exhibit 3
to Agreement. Exhibit 3 of the Agreement is deleted in it’s entirety
except (i) for Sections I.C. (Qualifications to Segment Incentive), and Section I.D
(Incentives on cruise bookings), and (ii) the addition of Sections 4, 5
and 6 below.


 


4.                          Exhibit 4
to Agreement. Exhibit 4 of the Agreement is deleted in its entirety.


 


5.                          Segment
Incentive. In exchange for EBOOKERS Locations combined achieving the
following targets (“Net Segment Target”) in the Years indicated, and otherwise
subject to the terms and conditions herein, Amadeus will pay EBOOKERS an
incentive of (***) per Net Segment generated in the applicable Year (“Segment
Incentive”). The Net Segment Targets for the indicated Years are:


 


	
  Contract
  Year

  	
   

  	
  Net Segment Target

  	
   

  
	
  Year 1*

  	
   

  	
   

  	
  (***)

  	
   

  
	
  Year 2

  	
   

  	
   

  	
  (***)

  	
   

  
	
  Year 3

  	
   

  	
   

  	
  (***)

  	
   

  
	
  Total
  Target

  	
   

  	
   

  	
  (***)

  	
   

  



 






*                 Year 1 for purposes of this Amendment includes the
time period from September 1, 2006 through end of 2007. Year 2 and Year 3 are
calendar years 2008 and


 


[STAMP]


 


PORTIONS OF THIS EXHIBIT
MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


 

















 


2009, respectively. All references to “Year” in this
Amendment will carry such definitions.


 


For
example: In Year 2, EBOOKERS achieves (***) Net Segments. The Segment Incentive
would be (***).


 


6.                          Payment of Segment Incentive/Incentive
Reduction.


 


The
Segment Incentive will be paid monthly. Since the amount of the actual Segment
Incentive earned is based on a annual achievement level, and to account for
seasonal fluctuations in EBOOKERS business, Amadeus will (a) divide the
Net Segment Target by 12 to determine the monthly Net Segment goal (“Monthly
Goal”) and (b) calculate actual Net Segment production in a given month
based on a three month rolling average.


 


For
example: In Year 1, the Monthly Goal is (***) Net Segments (i.e., (***)). To
determine the amount of the Segment Incentive earned for April, Amadeus will
calculate the actual Net Segment production for February, March and April combined
and then divide by 3, the result of which will be considered the Net Segment
production for April for purposes of determining whether the Monthly Goal
for April was reached (the “Rolling Period Monthly Average”). If the
Rolling Period Monthly Average meets or exceeds the Monthly Goal, then the full
(***) incentive will be paid for April actual Net Segment production.


 


If the
Rolling Period Monthly Average does not meet the Monthly Goal in any particular
month, then the (***) incentive will be reduced by a percentage depending on
the percentage difference between the Rolling Period Monthly Average and the Monthly
Goal. The amount of the reduction will be as follows for Year 1:


 


	
  Percentage
  difference between

  Rolling Period Monthly

  Average and Monthly Goal

  	
   

  	
  Segment Incentive

  Reduction

  	
   

  
	
  0-10%

  	
   

  	
   

  	
  (***)

  	
   

  
	
  10%-20%

  	
   

  	
   

  	
  (***)

  	
   

  
	
  20%-30%

  	
   

  	
   

  	
  (***)

  	
   

  
	
  30% and more

  	
   

  	
   

  	
  (***)

  	
   

  



 


The
amount of the reduction for Year 2 and Year 3 is as follows:


 


	
  Percentage
  difference between

  actual Net Segments achieved and

  the Annual Net Segment Target

  	
   

  	
  Segment Incentive

  Reduction

  	
   

  
	
  0-10%

  	
   

  	
   

  	
  (***)

  	
   

  
	
  10%-20%

  	
   

  	
   

  	
  (***)

  	
   

  
	
  20%-30%

  	
   

  	
   

  	
  (***)

  	
   

  
	
  30%-40%

  	
   

  	
   

  	
  (***)

  	
   

  
	
  40% and more

  	
   

  	
   

  	
  (***)

  	
   

  



 

















 


If
EBOOKERS achieves the Annual Net Segment Goal for the Year, Amadeus will pay
the difference between the full incentive and the reduced incentive for all Net
Segments receiving the reduced incentive during such Year.


 


7.                          Additional
Bonus. Amadeus will automatically pay an additional bonus amount of (***)
Euro within 30 days of receipt of invoice which may be provided upon
signature of this Amendment. In the event the Annual Net Segment Target is not
achieved in any Year (a “Shortfall”), then a pro-rata portion of this Bonus
will be repaid. The amount of such repayment will be (***) per Net Segment
short of the applicable Annual Net Segment Target. However, any Shortfalls in
any Year may be made up by Net Segments that exceed any prior or
subsequent Year’s actual net Segment production. If a repayment(s) has been
made in prior Years due to a Shortfall as described in this paragraph, and the
Shortfall is made up in a subsequent Year(s), then Amadeus will repay to EBOOKERS
any such repayment made by EBOOKERS during any such prior shortfall Year(s)
upon appropriate invoice without any further action required from EBOOKERS.


 


During
Year 1 and Year 2, in the event there is a Shortfall and such Shortfall exceeds
(***) of the respective Year 1 or Year 2 Annual Net Segment Target then the
entire Additional Bonus will be repaid. Such Shortfall may be made up in
subsequent Years, which in such case Amadeus would repay any repaid sums as
described above.


 


8.                          Transaction
Charges. The content of Exhibit 4 is deleted and replaced with the
following.


 


“The
following lists the prices for each indicated Transaction subject to EBOOKERS
achieving (***) or above of the Annual Net Segment Target in the applicable
Year of this Amendment:


 


	
  Master Pricer

  	
  (***)

  
	
  Master Pricer Calendar Standard

  	
  (***)

  
	
  Value Pricer

  	
  (***)

  
	
  Central System Transactions

  	
  No charge for up to (***) Central System
  Transactions per Net Segment produced during the applicable month by all
  EBOOKERS Locations combined; for each such Transaction in excess of this
  threshold the charge is: (***)

  



 


in the
event EBOOKERS does not achieve (***) or above of the Annual Net Segment Target
in any Year then the price per Transaction indicated in the above table for all


 

















 


such
Transactions during the Year will be the higher of the pricing that existed
before this Amendment or the above pricing.”


 


9.                          Product
Fund. Amadeus will make available to EBOOKERS a soft-dollar fund in the
amount of (***) per Net Segment produced per Month for Year 1, Year 2 and Year
3. This fund may be used to offset charges for office automation equipment
(terminals and printers) and reasonable levels of training on such office
automation equipment provided by Amadeus or an Amadeus ACO and no other
purpose. This fund will not be paid in cash and unused portions will not roll
over to subsequent Months. In the event EBOOKERS does not achieve the Total
Target then the Product Fund will be (***) and Amadeus may invoice
EBOOKERS (***) for each (***) utilized under this paragraph.


 


10.                    Austin Platform Integration.
Austin Platform Integration. EBOOKERS agrees to implement the
Amadeus API, and all related processes to implement fare search, availability,
booking, ticketing, fulfillment, customer servicing, operations, and support
into the global Travelport booking platform (project name “Austin”) in
order to support those EBOOKERS wholly owned subsidiary companies in Europe
which currently use Amadeus and which will be migrated on to the Austin
platform. Amadeus will assign the reasonably required resources (project
management and technical support) during the development, implementation and a
post-implementation phase for this effort free of charge.


 


11.                    Travelbag
Migration (***). EBOOKERS hereby irrevocably (***) any and all claims or
demands arising out of or related to the (***) as defined in Section (***)
of (***) to the Agreement. EBOOKERS will hold harmless and fully indemnify
Amadeus and its affiliates for any and all claims brought by any EBOOKERS
related entity seeking payment of the (***).


 


12.                    Segment
Incentive Qualifications. A new section is added as follows:


 


“The
Segment Incentive will not apply to bookings of Provider content where the
Provider makes such content available in the System only upon conditions that (a) Amadeus
booking distribution fee levels are, directly or indirectly, reduced; or (b) a
charge applies, (the “Affected Content”). In any such event, Amadeus will
notify EBOOKERS of the terms and conditions applicable to bookings of Affected
Content at least 60 days in advance of such conditions going into effect (the “Notice
Period”). Amadeus commits that any such commercial terms and conditions will be
at least as favorable as those provided to any other online agency customer
producing the same or less annual volumes of Net Segments as produced by
EBOOKERS.


 


During
the Notice Period, Amadeus will continue to pay the applicable incentives for
Net Segments booked on such Affected Content. During such Notice Period, the
Parties will discuss in good faith any such conditions upon EBOOKER’s request.
EBOOKERS understands that Amadeus cannot


 

















 


guarantee
the continued availability of such Affected Content in the Amadeus System
and/or the same incentive terms after expiry of the Notice Period.


 


If the
Affected Content (in the aggregate) accounts for more than (***) of EBOOKERS
historical bookings based on a one year average (the 1 year prior to the Notice
Period), and EBOOKERS can reasonably demonstrate that such Affected Content is
publicly known to be available on another GDS at more favorable conditions as
in the Amadeus System (e.g., not a special deal solely between Galileo and
EBOOKERS) then the Net Segment thresholds identified herein will be reduced by
the number of average annual Segments such Affected Content represents over
such prior one year (the “Average Segments”).


 


The
sole exception to this reduction in threshold will be with respect to the
Additional Bonus. However, rather than pay any Additional Bonus shortfall
EBOOKERS may instead extend the Term for an additional, reasonable time
period sufficient to produce the shortfall Net Segments.


 


The
thresholds will be increased to their original levels as of the Year in which
the actual Net Segment volumes reach the original Net Segment Target for such
Year as stated in Section 4 of this Amendment.


 


For
clarification, Section 13.6(A)(b) of the Agreement which deals with
material changes in Amadeus Provider net revenues is deleted and will be dealt
with according to the above paragraph.


 


13.                    Confidentiality.
Section 9 of the Agreement is made reciprocal to both Parties (i.e., any
confidentiality protection provided to Amadeus is also provided to EBOOKERS for
the same categories of confidential information provided in Section 9 of
the Agreement). In addition to and without affecting any confidentiality
obligations already stated in the Agreement, Amadeus acknowledges that the
relevant details of any commercial negotiations between EBOOKERS and Amadeus
(but, for clarification, not including Amadeus’ or its affiliates’ proprietary
product information, business plans or strategies), and only for so long as
EBOOKERS is fully owned (directly or indirectly) by an entity that owns and/or
markets a competing computer reservation system (currently the Galileo system)
(the “Competing Owner”), may be provided to certain management of the
Competing Owner on a need to know basis for the sole purpose of assessing (i) whether
to approve EBOOKERS entering into this Amendment or any future agreement
between EBOOKERS and Amadeus; or (ii) the circumstances of any material
dispute between EBOOKERS and Amadeus. Such certain management will not include
persons who are responsible for the development or marketing of the competing
computer reservation system unless such persons are unavoidably the same as
those referenced in points (i) or (ii) of this paragraph. EBOOKERS
shall ensure that all Competing Owner management,


 

















 


employees
and/or related entities and management and employees thereof, required to
receive any Amadeus confidential information as provided herein, are subject to
appropriate confidentiality agreements prohibiting disclosure of Amadeus
confidential information to any third parties or unauthorized use thereof.
EBOOKERS agrees to be ultimately responsible for any unauthorized disclosures
or use of Amadeus’ confidential information by such persons and/or entities
contrary to such obligations.


 


14.                    Rules of
Engagement Regarding Disclosing Existence of this Amendment. Amadeus will:


 


(a)                    not issue a
press release or any similar announcement regarding the existence of this
Amendment without the written permission of EBOOKERS which may be withheld
in EBOOKERS’ absolute discretion.


 


(b)                   will use its
best, good faith efforts to ensure that Amadeus Western Europe sales staff do
not disclose the existence of the Amendment to any Galileo subscribers. This
best effort obligation will be considered substantially complied with upon
Amadeus sending a written communication to its Western Europe sales staff and
senior management advising them of this obligation. Notwithstanding the
foregoing, such sales staff may respond in the affirmative, without
disclosing any terms and conditions herein, in the event a Galileo customer
asks the Amadeus employee if EBOOKERS is under contract with and/or using the
Amadeus System. In the event of any disclosure in violation of this paragraph,
EBOOKERS’ sole remedy is that it may notify Amadeus in writing of such
violation and Amadeus will take prompt action to investigate and address the
matter with the applicable employee to help ensure that it does not reoccur. In
the event it does reoccur with the same employee, then EBOOKERS may terminate
this Agreement upon 30 days advance written notice.


 


(c)                    will use its
best, good faith efforts to ensure that Amadeus’ Western Europe senior
management do not disclose the existence of the Amendment to any third party
(including the press) in any forum. This best effort obligation will be
considered substantially complied with upon Amadeus sending a written
communication to Amadeus’ senior management advising them of this obligation.
Notwithstanding the foregoing, such senior management may respond in the
affirmative, without disclosing any terms and conditions herein, in the event
they are asked at any such event if EBOOKERS is under contract with Amadeus
and/or is using the Amadeus System. In the event of any disclosure in violation
of this paragraph, EBOOKERS’ sole remedy is that it may notify Amadeus in
writing of such violation and Amadeus will take prompt action to investigate
and address the matter with the applicable senior manager to help ensure that
it does not reoccur. In the event it does reoccur, then EBOOKERS may terminate
this Agreement upon 30 days advance written notice.


 


(d)                   will use its
best, good faith efforts to ensure that EBOOKERS is not identified as an
Amadeus customer in any print provided by Amadeus to a third party (e.g.,


 

















 


marketing
materials). This best effort obligation will be considered substantially
complied with upon Amadeus sending a written communication to relevant Amadeus
head office staff and the general managers of the ACOs of Western Europe
advising them of this obligation. In the event of any disclosure in violation
of this paragraph, EBOOKERS’ sole remedy is that it may notify Amadeus in
writing of such violation and Amadeus will take prompt action to investigate
and address the matter. In the event the matter is not adequately addressed,
then EBOOKERS may terminate this Agreement upon 30 days advance written
notice.


 


15.                    Section 5.3A.
The following is inserted before the phrase “except as expressly provided under
clause s.5.3A”:


 


“Subject
to applicable law and...”


 


16.                    Section 5.5C.
Section 5.5C of the Agreement is deleted. In exchange, EBOOKERS agrees to
indemnify Amadeus and its affiliates for any claims, demands, damages and
related legal fees and costs arising out of any claim that would have been
avoided had the Web Site Disclaimer in Section 5.5C been provided on
EBOOKERS Website.


 


17.                    Section 8.4.
The last paragraph of Section 8.4 of the Agreement is deleted and replaced
with: “To the extent that any member of the
Amadeus Group or any EBOOKERS Location, has any other liability under this
Agreement or in relation to this Agreement under any theory of liability
including contract and tort, then the amount of any such liability will not
exceed for either the (a) Amadeus Group or (b) all EBOOKERS Locations
combined, respectively, sum of (***)
per Year for any and all liability events during such Year.”


 


18.                    A new section (E) to
Clause 8.4 B will be added as follows: “DAMAGE TO PHYSICAL PROPERTY OF THE
AMADEUS GROUP OR AN EBOOKERS LOCATION”.


 


19.                    All other
terms and conditions of the Agreement remain in full force and effect except
solely as modified by the foregoing.


 


 


	
  Amadeus IT Group, S.A

  	
  EBOOKERS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gillian Gibson

  	
   

  	
  By:

  	
  /s/
  Mike Nelson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  GILLIAN GIBSON

  	
   

  	
  Name:

  	
  Mike Nelson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  DIRECTOR

  	
   

  	
  Title:

  	
  COO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  23
  Nov 2006

  	
   

  	
  Date:

  	
  3/11/06

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [STAMP]