Exhibit 10.76


 


SECOND AMENDMENT


TO THE


WORLDSPAN SUBSCRIBER ENTITY AGREEMENT


 


 


THIS SECOND AMENDMENT (this “Amendment”), dated as of April 1,
2003 (the “Second Amendment Effective Date”), to the Subscriber Entity Agreement (as defined below) is by and
between Worldspan, L.P. (“Worldspan”), a Delaware limited partnership with
principal place of business located at 300 Galleria Parkway, N.W., Atlanta,
Georgia 30339, for itself and its subsidiaries, and priceline.com Incorporated
(“Priceline”), a Delaware corporation with principal place of business located
at 800 Connecticut Avenue, Norwalk, Connecticut 06854, for itself, its
Affiliates, and the Priceline Group.


 


WHEREAS, Worldspan and Priceline entered
into the Worldspan Subscriber Entity Agreement dated the 1st of October, 2001
(the “Subscriber Entity Agreement”) with an effective date of October 1, 2001.


 


WHEREAS,
Worldspan and Priceline entered into an Amendment dated the 1st of October,
2001 (the “First Amendment”) to the Subscriber Entity Agreement.


 


WHEREAS, Worldspan and Priceline now desire
to supersede and replace the First Amendment and to further amend the
Subscriber Entity Agreement as described in this Amendment.


 


NOW, THEREFORE, Worldspan and Priceline
(each, a “Party” and collectively, the “Parties”) agree as follows:


 


1.                                       First Amendment Superseded. 
Effective as of the Second Amendment Effective Date, this Amendment
replaces and supersedes the First Amendment, and the provisions of this
Amendment, rather than the First Amendment, shall be applicable with respect to
events and periods of time occurring on or after the Second Amendment Effective
Date.


 


2.                                       Term.  The first sentence of Article I of the
Subscriber Entity Agreement is hereby deleted in its entirety and replaced with
the following:


 


“The term of this Agreement (the “Term”) commences on
April 1, 2003 and shall
continue until December 31, 2007 or such earlier date upon which this Agreement
may be terminated in accordance with the provisions of this Agreement, as
amended.”


 


3.                                       Definitions.  Each term defined in the Subscriber Entity
Agreement shall have the same meaning in this Amendment, except to the extent
otherwise provided herein or inconsistent with the provisions hereof.  In addition to the terms set forth below,
various terms are defined in the context in which they are used in this
Amendment and shall have the respective meanings there specified.  For purposes of this Amendment, each of the
following terms shall have the applicable meaning specified below:


 


(a)                                  “Affiliates”
shall mean [**].


 


(b)                                 “Airline
Booking” shall mean an airline passenger Booking generated by the Priceline
Group.


 


(c)                                  “Booking”
shall mean a Segment properly generated by the Priceline Group through the
Worldspan GDS for which Worldspan charges and collects a fee, except to the
extent otherwise specified in Paragraph 41 of this Amendment.  For purposes of the Subscriber Entity
Agreement, the term “Booking” shall have the same meaning as specified in the
preceding sentence.


 












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


 

















 


(d)                                 “Booking
Evaluation Period” shall mean each of the time periods specified below:


 


	
  Booking Evaluation Period

  	
   

  	
  Time
  Period

  
	
  1

  	
   

  	
  [**]

  
	
  2

  	
   

  	
  [**]

  
	
  3

  	
   

  	
  [**]

  
	
  4

  	
   

  	
  [**]

  
	
  5

  	
   

  	
  [**]

  



 


(e)                                  “Direct
Connection” shall mean a computer system that provides information about the
schedules, fares, rates, and availability of the products and services of, and
allows the making of reservations and the issuance of tickets for, the products
and services of a particular travel supplier, whether operated by the travel
supplier, its designee, or any other company that operates such a system,
including, without limitation, Sabre, Galileo, Amadeus, ITA, Abacus, Infini,
Axxess, Orbitz, Travelocity, or any affiliate of any of the foregoing.


 


(f)                                    “ePricing”
or “Power Shopper” shall mean a fares-and-pricing productivity tool that
provides Priceline the ability to retrieve low-fare itinerary alternatives and
confirm flights with a single command.


 


(g)                                 “Opaque”
shall mean an Internet-based commerce system or process for buying
travel-related products or services (including, without limitation, airline tickets, hotel rooms, rental cars and
vacation packages) that requires, as a condition of purchase, a non-refundable
payment, guaranteed by a credit card, debit card or other payment process of
the purchaser, prior to the determination of a material term of the
transaction, such as the time of the service, the identity of the vendor of the
product or service, or the specific manner of performing the service.


 


(h)                                 “Opaque
Airline Booking” shall mean an Airline Booking generated by the Priceline Group
through an Opaque system or process.


 


(i)                                     “Opaque
Airline Segments” shall mean airline passenger Segments generated by the
Priceline Group through an Opaque system or process.


 


(j)                                     “Opaque
Booking” shall mean a Booking generated by the Priceline Group through an
Opaque system or process.


 


(k)                                  “Opaque
Hotel Booking” shall mean a hotel room Booking generated by the Priceline Group
through an Opaque system or process.


 


(l)                                     “Opaque
Hotel Segments” shall mean hotel room Segments generated by the Priceline Group
through an Opaque system or process.


 


(m)                               “Opaque
Rental Car Booking” shall mean a rental car Booking generated by the Priceline
Group through an Opaque system or process.


 


(n)                                 “Opaque
Rental Car Segments” shall mean rental car Segments generated by the Priceline
Group through an Opaque system or process.


 


(o)                                 “Other
GDS” shall mean a global distribution system operated by an entity other than
Worldspan.


 


(p)                                 “Priceline
Group” shall mean Priceline, any entities controlled by Priceline as of the
Second Amendment Effective Date, and any corporate form and entity or asset
that (i) becomes controlled by Priceline after the Second Amendment Effective
Date and (ii) did not have a relationship with any Other GDS or Direct
Connection over the entire four (4) month period prior to the time it


 












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


 


2

















 


becomes controlled by Priceline.  For purposes of this definition, an entity
is “controlled by” Priceline if Priceline is the “beneficial owner” (as defined
in Rule 13d(3) of the Securities and Exchange Act of 1934), directly or
indirectly, through one or more intermediaries, of more than 50% of the voting
power of such entity.  Priceline shall
act for and on behalf of the Priceline Group and all entities within the
Priceline Group for all purposes relating to the Subscriber Entity Agreement,
including any approval, acceptance, consent, notice, or other action required
or permitted by the Subscriber Entity Agreement, and shall be responsible for
the performance of all obligations of the Priceline Group hereunder and for
causing each entity within the Priceline Group to comply with all applicable
provisions of the Subscriber Entity Agreement. 
Notwithstanding anything herein to the contrary, (x) Lowestfare.com Incorporated
shall not be deemed to be part of the Priceline Group until after the
Lowestfare Basic Conversion Completion Date (as defined herein), but no later
than December 31, 2003, and (y) neither Hutchison-Priceline Limited nor
priceline.com europe Ltd. shall be deemed to be part of the Priceline Group; provided, however,
that any Segments generated by Hutchison-Priceline Limited or priceline.com
europe Ltd. through the www.priceline.com website, the www.lowestfare.com
website, or any successor to either of those websites, shall be deemed to be
Segments generated by the Priceline Group and not Segments generated by the EU
Affiliates.


 


(q)                                 “Retail”
shall mean a system or process for buying travel-related products or services
(including, without limitation, airline tickets, hotel rooms, rental cars and
vacation packages) that is not Opaque.


 


(r)                                    “Retail
Airline Booking” shall mean an Airline Booking generated by the Priceline Group
through a Retail system or process.


 


(s)                                  “Retail
Airline Segments” shall mean airline passenger Segments generated by the
Priceline Group through a Retail system or process.


 


(t)                                    “Retail
Booking” shall mean a Booking generated by the Priceline Group through a Retail
system or process.


 


(u)                                 “Retail
Hotel Segments” shall mean hotel room Segments generated by the Priceline Group
through a Retail system or process. 
However, notwithstanding anything in this Amendment to the contrary,
reservations for hotel rooms generated through Travelweb by means of a Retail
system or process, irrespective of the entity or URL from which such
reservations are generated, shall not be considered “Segments” or “Retail Hotel
Segments” for purposes of this Amendment and shall be excluded from all terms
of the Subscriber Entity Agreement, including this Amendment.


 


(v)                                 “Retail
Rental Car Booking” shall mean a rental car Booking generated by the Priceline
Group through a Retail system or process.


 


(w)                               “Retail
Rental Car Segments” shall mean rental car Segments generated by the Priceline
Group through a Retail system or process.


 


(x)                                   “Segments”
shall mean (i) reservations for airline passenger flights, less
cancellations prior to the date of departure, and (ii) reservations for
other travel-related products and services, such as hotel rooms, rental cars,
tours, and cruises, that are not canceled. 
For example, except to the extent affected by cancellations, a
reservation for one passenger on a direct flight constitutes one Segment, a
reservation for one passenger on a round-trip consisting of two direct flights
constitutes two Segments, a reservation for one passenger on a two-segment
connecting flight constitutes two Segments, a reservation for two passengers on
a direct flight constitutes two Segments, even if the reservations for both
passengers are within the same passenger name record (“PNR”), and a reservation
for a hotel room or rental car for a continuous period of multiple days (e.g.,
one hotel client for five continuous nights or one car client for five
continuous days) constitutes one Segment.


 


3

















 


(y)                                 “Worldspan
System” shall mean the computerized systems, including hardware, software, data
and connectivity, used by Worldspan to operate the Worldspan GDS or to
otherwise provide services for the Priceline Group.


 


(z)                                   “Yield”
shall mean, for any type of Booking and any period of time, the amount
determined by dividing (i) the total amount of booking fees paid to
Worldspan by travel suppliers in connection with Bookings of that type
generated by the Priceline Group during that period of time, by (ii) the
number of Bookings of that type generated by the Priceline Group during that
period of time.


 


4.                                       Determination
of Segments.  The number of Segments booked by the Priceline Group
shall be determined as follows:


 


(a)                                  The
determination of the number of Segments booked by the Priceline Group through
the Worldspan GDS shall be made solely by Worldspan from its books and records.


 


(b)                                 The
determination of the number of Segments booked by the Priceline Group through
an Other GDS shall be made by Worldspan using industry-standard MIDT data or
other industry-standard data of comparable reliability.


 


(c)                                  The
determination of the number of Segments booked by the Priceline Group through a
Direct Connection or any other means shall be made by Priceline and reported in
a manner generally accepted by the travel industry.


 


Promptly following the end of each calendar month
during the Term, each Party shall make available to the other Party the
documentation or records reasonably requested by the other Party to document
and verify the number of Segments booked with respect to that month.  If either Party has any questions regarding
the information provided by the other Party, the first Party will promptly
notify the other Party thereof
and the Parties will work together in good faith to resolve the questions and
agree upon the number of Segments booked with respect to that month.


 


All determinations of the number of Segments booked
shall be subject to the audit rights specified in the following Paragraph.


 


5.                                       Audit
of Segment Booking Determinations. 
Either Party may, upon reasonable prior written notice to the other
Party and no more than four (4) times per Booking Evaluation Period, request a
meeting for the purpose of documenting and verifying the number of Segments
booked by the Priceline Group.  Each
Party shall be solely responsible for its costs incurred with respect to such
meetings.  Each Party shall make
available to the other Party the documentation or records reasonably requested
by the other Party to document and verify the number of Segments booked by the
Priceline Group.  In the event of any material disagreement on
the number of Segments booked, either Party shall have the right to engage an
independent third party (the “Auditor”) acceptable to both Parties to audit the
books and records used in determining the number of Segments booked.  In the event that the Auditor discovers a
discrepancy of 10% or more in either Party’s reporting of the number of
Segments booked, then that Party alone shall bear the cost of such Auditor, and
if the Auditor fails to discover such a discrepancy of 10% or more, then the
Party engaging the Auditor alone shall bear the cost of such Auditor.  Any remaining material disagreement as to
the number of Segments booked by the Priceline Group shall be resolved through
the dispute resolution mechanism applicable to the Subscriber Entity Agreement.


 


6.                                       Booking
Obligations.  The Priceline Group shall have the following
booking obligations:


 


(a)                                  The
Priceline Group shall, for each Booking Evaluation Period, generate through the
Worldspan GDS a minimum of [**] of the total Opaque Airline Segments and Opaque
Rental Car Segments booked by the Priceline Group (through the Worldspan GDS,
any Other GDS, any Direct Connection, and any other means) in the United States
of America and Canada (“USA/Canada”).


 












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


 


4

















 


(b)                                 The
Priceline Group shall, for each Booking Evaluation Period, generate through the
Worldspan GDS a minimum of [**] of the total Retail Airline Segments and Retail
Rental Car Segments booked by the Priceline Group (through the Worldspan GDS,
any Other GDS, any Direct Connection, and any other means) in USA/Canada.


 


(c)                                  The
Priceline Group shall:


 


(1)                                  For
each Booking Evaluation Period, generate through the Worldspan GDS a minimum of
[**] of the total Opaque Hotel Segments booked by the Priceline Group (through
Worldspan, any Other GDS, any Direct Connection, and any other means) in
USA/Canada; and


 


(2)                                  [**].


 


(d)                                 The
Priceline Group shall not be required to generate any Retail Hotel Segments
through the Worldspan GDS.


 


(e)                                  The
Priceline Group shall convert the www.lowestfare.com website (including any
successor thereto) so that:


 


(1)                                  Commencing
no later than [**] and until a minimum of 365 days after the date the Parties
mutually confirm that such conversion with respect to Basic [**] Segments is
complete (the “Lowestfare Basic Conversion Completion Date”), the
www.lowestfare.com website shall not generate through [**] any [**] Segments
other than Other [**] Segments (“Basic [**] Segments”); and


 


(2)                                  Commencing
no later than [**] and until a minimum of 365 days after the Lowestfare Basic
Conversion Completion Date, the www.lowestfare.com website shall not generate
through [**] any of the following types of [**] Segments (“Other [**]
Segments”):


 


(1)          [**];


 


(2)          [**];
and


 


(3)          [**].


 


Failure by the Priceline Group to comply with this
Section 6(e) shall not be deemed a breach of this Agreement.


 


7.                                       Inducement
Reduction Upon Failure to Meet Booking Obligation.  Notwithstanding the provisions regarding
[**] Booking Inducements and [**] Booking Inducements set forth in
Paragraphs 11 and 12 below, respectively, if the Priceline Group fails to
comply with any of its obligations under Paragraph 6 above for any Booking
Evaluation Period, then:


 


(a)                                  The
[**] Booking
Inducements for [**] Bookings in [**] shall be reduced to [**] per [**] Booking generated
during the Booking Evaluation Period for which the Priceline Group failed to
comply with such obligation;


 


(b)                                 The [**] Booking
Inducements for [**] Bookings in [**] shall be reduced to [**] per [**] Booking generated
during the Booking Evaluation Period for which the Priceline Group failed to
comply with such obligation; and


 


(c)                                  The [**] Booking
Inducement for [**] Bookings in [**] shall not be modified.


 












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


 


5

















 


No later than thirty (30) days following the
end of any Booking Evaluation Period in which the Priceline Group fails to
comply with any of its obligations under Paragraph 6 above, Worldspan
shall conduct a reconciliation of the inducement payments made to Priceline for
the portion of that Booking Evaluation Period prior to the last calendar
quarter thereof, the inducement payments owed to Priceline for the final
calendar quarter of the Booking Evaluation Period, and the amount by which the
total of the inducement payments already made to Priceline for that Booking
Evaluation Period is greater or less than the total of the inducement payments
actually owed to Priceline for that Booking Evaluation Period, after taking
into account the inducement reductions described in this Paragraph.  No later than fifteen (15) days after the
completion of such reconciliation, Worldspan shall notify Priceline of the payment due to or
from Priceline.  The applicable Party
shall make such payment no later than thirty (30) days following the giving of
such notice to Priceline.  In addition,
the Party to whom the payment is owed shall be entitled to set off the amount
of such payment against any other amounts owed to the applicable Party.


 


8.                                       Other
Consequences of Failure to Meet Booking Obligation.  If the Priceline Group fails to comply with any of its
obligations under Paragraph 6 above (other than subparagraph (e) thereof)
in Booking Evaluation Period 1, 2, 3 or 4, then Worldspan may give the
Priceline Group written notice that such an event has occurred and that
Worldspan is terminating the Subscriber Entity Agreement, effective thirty (30)
days from Priceline’s receipt of such notice.


 


Upon a termination pursuant to this Paragraph
following Booking Evaluation Period 1, 2, 3, or 4 or upon a breach of a booking
obligation under Paragraph 6 above (other than subparagraph (e) thereof)
in Booking Evaluation Period 5, the Priceline Group shall be liable to
Worldspan for liquidated damages calculated according to the formula set forth
below:


 


Liquidated Damages –       The lesser of (i) the number of Expected
Bookings, multiplied by [**], or (ii) the amount, if any, that the number of
actual Bookings generated by the Priceline Group through the Worldspan GDS from
the Second Amendment Effective Date until the effective termination date is
less than ninety million (90,000,000), multiplied by [**].  For purposes of this Amendment, “Expected
Bookings” shall mean (x) the average number of Bookings made by the Priceline
Group through the Worldspan GDS per month in (A) the twelve (12) months
preceding the end of the applicable Booking Evaluation Period, or (B) if Worldspan
has delivered a Compliance Notice to Priceline during the applicable Booking
Evaluation Period, the twelve (12) months preceding the first day of the
calendar month to which the Compliance Notice applies, multiplied by (y)
thirty-six (36) months.  A “Compliance
Notice” shall mean a notice deliverable by Worldspan to Priceline in the event
that over any full calendar month of a Booking Evaluation Period, the
percentage of Segments generated by the Priceline Group in the USA/Canada as
calculated in accordance with Paragraph 6 (other than subparagraph 6(e)
thereof), if continued at the same rate during the remainder of the Booking
Evaluation Period, will result in the Priceline Group failing to comply with an
obligation under Paragraph 6 above (other than subparagraph (e) thereof)
in that Booking Evaluation Period.


 


The Parties acknowledge that the foregoing provision
has been negotiated at arms length between Worldspan and Priceline and
represents a reasonable measure of liquidated damages in the event of the
Priceline Group’s default of the specified obligations.


 


9.                                       Affiliate
Booking Objective.  For each Booking
Evaluation Period, Priceline shall use good-faith efforts to cause the
Affiliates, as a whole, to generate through the Worldspan GDS a minimum of [**]
of their aggregate Segments globally. 
This obligation is subject to Worldspan’s geographic and vendor-specific
connectivity capabilities.  Priceline
shall give Worldspan the opportunity to develop new technological capabilities
in order to serve the Affiliates’ international needs.  Worldspan agrees that the failure of
Priceline to meet its obligations under this Paragraph shall not
(i) constitute a breach of the Subscriber Entity Agreement,
(ii) constitute the default of any obligation of the Subscriber Entity
Agreement, or


 












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


 


6

















 


(iii) give rise to
any cause of action or claim against, or liability on the part of, Priceline
for any losses or damages of any kind. 
The Parties acknowledge that the foregoing provision has been negotiated
at arms length between Worldspan and Priceline and represents a
reasonable compromise in the event of Priceline’s failure to complete the
specified obligation.


 


10.                                 Affiliate
International Non-Airline Booking Objective.  For each Booking Evaluation Period, Priceline shall use
good-faith efforts to cause the Affiliates, as a whole, to generate through the
Worldspan GDS [**] of their non-airline Segments originating in countries other
than USA/Canada.  This obligation is
subject to Worldspan’s geographic and vendor-specific connectivity
capabilities.  Priceline shall give
Worldspan the opportunity to develop new technological capabilities in order to
serve the Affiliates’ international needs. 
Worldspan
agrees that the failure of Priceline to meet its obligations under this
Paragraph shall not (i) constitute a breach of the Subscriber Entity
Agreement, (ii) constitute the default of any obligation of the Subscriber
Entity Agreement, or (iii) give rise to any cause of action or claim
against, or liability on the part of, Priceline for any losses or damages of
any kind.  The Parties acknowledge that
the foregoing provision has been negotiated at arms length between Worldspan
and Priceline and represents a reasonable compromise in the event of
Priceline’s failure to complete the specified obligation.


 


11.                                 Opaque
Booking Inducements.  Worldspan
shall pay the following [**] Booking Inducements to Priceline for [**] Bookings
generated by the Priceline Group through the Worldspan GDS in [**]:


 


(a)                                  The
[**] Booking Inducement for [**] Bookings in [**] during each Booking
Evaluation Period shall be as follows:


 


	
  Booking Evaluation Period

  	
   

  	
  Inducement
  Per

  [**] Booking

  
	
  1

  	
   

  	
  [**]

  
	
  2

  	
   

  	
  [**]

  
	
  3

  	
   

  	
  [**]

  
	
  4

  	
   

  	
  [**]

  
	
  5

  	
   

  	
  [**]

  



 


(b)                                 The
[**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**]
Booking, subject to adjustment as described in Paragraph 17(d)(3) below.


 


(c)                                  The
[**] Booking Inducement for [**] Bookings in [**] shall be [**] of the booking
fee paid to Worldspan by the [**] supplier for the [**] Booking, subject to the
provisions of Paragraph 18 below.


 


Payment for each calendar quarter shall be made no later
than forty-five (45) days following the end of that calendar quarter, with any
reconciliation, if necessary, completed after the end of the applicable Booking
Evaluation Period.


 


12.                                 [**]
Booking Inducements.  Worldspan shall pay the following [**] Booking
Inducements to Priceline for [**] Bookings generated by the Priceline Group
through the Worldspan GDS in [**]:


 


(a)                                  The
[**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**]
Booking, subject to adjustment as described in Paragraph 17(d)(4) below,
but not less than a minimum of [**].  In
addition, Worldspan shall pay Priceline a one-time booking bonus of [**] per
[**] Booking in [**] for a period of [**] months from the Second Amendment
Effective Date.


 


(b)                                 The
[**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**]
Booking, subject to adjustment as described in Paragraph 17(d)(5) below,
but not less than a minimum of [**].


 












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


 


7

















 


Payment for each calendar quarter shall be made no
later than forty-five (45) days following the end of that calendar quarter,
with any reconciliation, if necessary, completed after the end of the
applicable Booking Evaluation Period.


 


13.                                 Retail
Booking Targets.  The Retail Booking target amounts (“Retail
Booking Targets”) for each calendar quarter during Booking Evaluation
Periods 2, 3, 4 and 5 shall be as follows:


 


	
   

  	
   

  	
  Booking Evaluation Period

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  
	
  Q1

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  Q2

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  Q3

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  Q4

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


Provided, however, that for
purposes of the conceptual “Bank Account” described in Paragraph 14 below,
for any calendar quarter for which the Priceline Group generated through
the Worldspan GDS at least [**] of
the total number of Retail Airline Segments, Opaque Airline Segments, Retail
Rental Car Segments and Opaque Rental Car Segments, as a whole, generated by
the Priceline Group in USA/Canada, the Actual Retail Bookings (as defined in
Paragraph 14 below) for that quarter shall be deemed to be the greater of
(i) the number of Retail Bookings for that quarter, and (ii) the
Retail Booking Target for that quarter.


 


14.                                 Conceptual
“Bank Account”.  Commencing with the first quarter of 2004, a
conceptual “Bank Account” shall be established in order to track cumulative
credits and debits that result from the number of Retail Bookings generated by
the Priceline Group for that quarter. 
The “Bank Account” shall have an initial balance of zero.


 


(a)                                  For
purposes of this Paragraph, the “Shortfall Factor” shall be [**] as of the
Second Amendment Effective Date and may be adjusted from time to time as
described in Paragraph 17(d)(4) below, but shall not be less than a
minimum of [**].


 


(b)                                 Promptly
after the last day of each calendar quarter of Booking Evaluation Periods 2, 3,
4 and 5, the number of Retail Bookings for that calendar quarter (the “Actual
Retail Bookings” for that quarter) shall be determined as discussed in
Paragraph 4 above.  The “Bank
Account” balance shall be increased or decreased by the dollar amount
calculated by multiplying (i) the then-current Shortfall Factor, by
(ii) the amount (which may be positive or negative) determined by
subtracting (x) the Retail Booking Target for that quarter, from
(y) the Actual Retail Bookings for that quarter.


 


(c)                                  Promptly
after the last day of each calendar quarter of Booking Evaluation Periods 2, 3,
4 and 5, the Parties shall make the adjustment to the “Bank Account” balance
discussed in subparagraph (b) above and:


 


(1)                                  If
there is a net negative balance in the “Bank Account”, then Priceline shall pay
Worldspan an amount equal to the absolute value of such negative balance and
the balance shall return to zero.


 


(2)                                  If
there is a net positive balance in the “Bank Account”, then no payment is due
by either Party and (i) if the quarter in question is not the fourth
quarter of 2007, then the balance shall carry forward into the following
calendar quarter, and (ii) if the quarter in question is the fourth
quarter of 2007, then the balance shall expire and be of no further effect.


 












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


 


8

















 


15.                                 [**]
Booking Inducements.  Worldspan
shall pay the following [**] Booking Inducements to Priceline for Bookings
generated by the Priceline Group through the Worldspan GDS in [**]:


 


(a)                                  The
[**] Booking Inducement for [**]  Bookings in [**] shall be [**] per [**]  Booking.


 


(b)                                 The
[**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**]
Booking.


 


Payment for each calendar
quarter shall be made no later than forty-five (45) days following the end of
that calendar quarter, with any reconciliation, if necessary, completed after
the end of the applicable Booking Evaluation Period.


 


16.                                 Affiliate
Booking Bonus Incentives.  Provided
that Priceline complies with its obligations under Paragraph 6 of this
Amendment, each of the following bonus incentives will apply.


 


(a)                                  In
the event the Affiliates (as a whole) generate more than [**][**] Bookings
through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay
Priceline an additional bonus of [**] no later than forty-five (45) days
following the end of the Booking Evaluation Period.


 


(b)                                 In the event the Affiliates (as a
whole) generate more than [**][**] Bookings through the Worldspan GDS in any
Booking Evaluation Period, Worldspan shall pay Priceline an additional bonus of
[**] no later than forty-five (45) days following the end of the Booking
Evaluation Period.


 


(c)                                  In
the event the Affiliates (as a whole) generate more than [**][**] Bookings
through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay
Priceline an additional bonus of [**] no later than forty-five (45) days
following the end of the Booking Evaluation Period.


 


(d)                                 In
the event the Affiliates (as a whole) generate more than [**][**] Bookings
through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay
Priceline an additional bonus of [**] no later than forty-five (45) days
following the end of the Booking Evaluation Period.


 


(e)                                  In
the event the Affiliates (as a whole) generate more than [**][**] Bookings
through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay
Priceline an additional bonus of [**] no later than forty-five (45) days
following the end of the Booking Evaluation Period.


 


(f)                                    In
the event the Affiliates (as a whole) generate more than [**][**] Bookings
through the Worldspan GDS in the time period from April 1, 2003 to December 31,
2007, Worldspan shall pay Priceline an additional bonus of [**] no later than
February 15, 2008.


 


17.                                 Booking
Fees Payable by Travel Suppliers.


 


(a)                                  The
Parties acknowledge that the respective Yields resulting from the following
types of Bookings generated by the Priceline Group in [**] for the first
calendar quarter of calendar year 2003 were as follows:


 


(1)                                  The
Yield for [**] Bookings was [**].


 


(2)                                  The
Yield for [**] Bookings was [**].


 


(3)                                  The
Yield for [**] Bookings was [**].


 












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


 


9

















 


(4)                                  The
Yield for [**] Bookings was [**].


 


In order to reflect the impact of the increases
implemented as of April 1, 2003 in its booking fees for [**] Bookings, Worldspan
shall determine and notify Priceline of the Yield resulting from [**] Bookings
generated in [**] for the second calendar quarter of calendar year 2003 as soon
as feasible after the end of that quarter.


 


(b)                                 Worldspan
may adjust its booking fees to
travel suppliers from time to time in accordance with the following:


 


(1)                                  Worldspan
shall provide Priceline with notice of any such booking fee adjustment as soon
as practicable, but no later than ten (10) business days after notice to the
applicable travel suppliers.


 


(2)                                  Worldspan
shall not implement in the second calendar quarter of calendar year 2003 any
increases to its booking fees for [**] Bookings other than the increases
implemented as of April 1, 2003.


 


(3)                                  In
connection with [**] Bookings, Worldspan shall charge [**] suppliers in the
same manner (for example, at the same pricing tier) during [**] as it did
during [**].


 


(4)                                  Except
as provided in subparagraphs (2) and (3) above, there shall be no
restriction on the frequency of any such booking fee adjustments.


 


(c)                                  The
Parties acknowledge that the inducements provided in this Amendment are
dependent on Worldspan’s booking fee rates charged to travel suppliers
remaining at levels comparable to the rates charged to travel suppliers as of
the Second Amendment Effective Date.  In
the event that (i) the average booking fee rate charged by Worldspan
should decrease by [**] or more compared to the rates charged [**] suppliers as
of the Second Amendment Effective Date due to causes beyond the direct control
of Worldspan or (ii) except as otherwise provided by Paragraph 17(d)(6)
below, Worldspan, Priceline, and a travel supplier agree to implement a
substantially modified pricing structure with respect to that travel supplier,
then the Parties agree to negotiate in good faith to revise the Subscriber
Entity Agreement to conform with the new industry practice.  In the event that such negotiations do not
result in a modification to the Subscriber Entity Agreement, then Worldspan
reserves the right (x) to eliminate the inducements provided for in this
Amendment with respect to such Bookings, or (y) to immediately terminate
the Subscriber Entity Agreement in its entirety, notwithstanding any provision
of the Subscriber Entity Agreement to the contrary; provided, however, that in
the event that Worldspan eliminates any such inducements, Priceline shall have
the right to immediately terminate the Subscriber Entity Agreement.


 


(d)                                 If
and when Worldspan adjusts its booking fees to travel suppliers for Bookings in
[**], then the following adjustments shall be prospectively applied.


 


(1)                                  Opaque
Airline Bookings:  If Worldspan [**] its
booking fees for Opaque Airline Bookings in [**], then the Opaque Booking
Inducement rate for Opaque Airline Bookings generated by the Priceline Group in
[**] during any calendar quarter (or partial calendar quarter) thereafter shall
be [**] by any amount by which (i) the [**] for that calendar quarter (or
partial calendar quarter), is greater than (ii) the [**] for the
corresponding calendar quarter (or partial calendar quarter) during the
12-month period immediately preceding the effective date of such booking fee
[**].


 


(2)                                  Opaque
Consolidation:  If an [**] in booking
fees for Airline Bookings in [**] is the result of a consolidation by Worldspan
of its booking fees for Opaque Airline Bookings


 












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


 


10

















 


and its booking fees for Retail Airline Bookings into
uniform booking fees for all Airline Bookings in [**], then the [**] of [**]
shall be remitted to the [**] on a [**] basis, and Worldspan shall work with
Priceline to [**] from the [**] that such remittance was [**] by Priceline to
ensure that there is no [**] to the [**] and, therefore, [**] should not [**]
in any [**].


 


(3)                                  Opaque
Rental Car Bookings:  If Worldspan [**]
its booking fees for Opaque Rental Car Bookings in [**], then the Opaque
Booking Inducement rate for Opaque Rental Car Bookings generated by the
Priceline Group in [**] during any calendar quarter (or partial calendar
quarter) thereafter shall be [**] by [**] of any amount by which (i) the
[**] for the calendar quarter (or partial calendar quarter), is greater or less
than (ii) the [**] for the corresponding calendar quarter (or partial
calendar quarter) during the 12-month period immediately preceding the
effective date of such booking fee [**].


 


(4)                                  Retail
Airline Bookings:  If, at any time after
June 30, 2003, Worldspan [**] its booking fees for Retail Airline Bookings
in [**], then the Retail Booking Inducement rate for Retail Airline Bookings
generated by the Priceline Group in [**] during any calendar quarter (or
partial calendar quarter) thereafter shall be [**] by [**] of any amount by
which (i) the [**] for the calendar quarter (or partial calendar quarter),
is greater or lesser than (ii) the [**] for the corresponding calendar
quarter (or partial calendar quarter) during the 12-month period immediately
preceding the effective date of such booking fee [**], but not below a minimum
of [**].  In addition, if Worldspan [**]
its booking fees for Retail Airline Bookings in [**], then the Shortfall Factor
for any calendar quarter (or partial calendar quarter) thereafter shall be [**]
by [**] by which (x) the [**] for that calendar quarter (or partial
calendar quarter), is less than (y) the [**] for the corresponding
calendar quarter (or partial calendar quarter) during the 12-month period
immediately preceding the effective date of such booking fee [**], but not
below a minimum of [**].


 


(5)                                  Retail
Rental Car Bookings:  If Worldspan [**]
its booking fees for Retail Rental Car Bookings in [**], then the Retail
Booking Inducement rate for Retail Rental Car Bookings generated by the
Priceline Group in [**] during any calendar quarter (or partial calendar
quarter) thereafter shall be [**] by [**] of any amount by which (i) the
[**] for that calendar quarter (or partial calendar quarter), is greater or
lesser than (ii) the [**] for the corresponding calendar quarter (or
partial calendar quarter) during the 12-month period immediately preceding the
effective date of such booking fee [**], but not below a minimum of [**].


 


(6)                                  Opaque
Hotel Bookings:  Priceline shall [**]
the booking fees payable to Worldspan by [**] for [**] generated by the
Priceline Group in [**], subject to the [**], in a form substantially similar
to [**], that reflects the [**].  For
the sake of clarity, the execution of such an amendment shall not trigger [**].


 


18.                                 Minimum
Worldspan Hotel Compensation. 
Notwithstanding the provisions of Paragraph 11(c) above, for each
Booking Evaluation Period, Worldspan shall be entitled to at least a minimum
amount equal to (i) the then-current Worldspan [**] Minimum Rate described
below, multiplied by (ii) the total number of [**] Bookings in [**] for
that Booking Evaluation Period. 
Promptly after the end of each Booking Evaluation Period, Worldspan will
determine the total amount of booking fees for such [**] Bookings retained by
Worldspan for such Booking Evaluation Period and, if it is less than the
minimum amount described above, Priceline shall promptly pay the difference to
Worldspan.


 


The “Worldspan [**] Minimum Rate” shall be [**] as of
the Second Amendment Effective Date and may be reduced from time to time
thereafter in accordance with the provisions of this Paragraph.  If Worldspan decreases the standard
published booking fee it charges a [**] supplier for [**] segments generated in
[**] by Worldspan subscribers other than the Priceline Group (the
“Non-Priceline Booking Fee” for that [**]


 












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


 


11

















 


supplier) so that the Non-Priceline Booking Fee for
that [**] supplier after the decrease is less than the booking fee it charges
the [**] supplier for [**] Bookings generated in [**] by the Priceline Group
(the “Priceline Booking Fee” for that [**] supplier), then the then-current
Worldspan [**] Minimum Rate will be reduced by an amount equal to (i)  the
amount of such decrease in the Non-Priceline Booking Fee for that [**]
supplier, less the amount, if any, by which (x) the Priceline Booking Fee for
that [**] supplier prior to the decrease, is less than (y) the
Non-Priceline Booking Fee for that [**] supplier prior to the decrease,
multiplied by (ii) the percentage obtained by dividing (x) the number
of [**] Bookings in [**] for that [**] supplier generated by the Priceline
Group for the 12-month period preceding the decrease, by (y) the total
number of [**] Bookings generated in [**] by the Priceline Group for that
12-month period.


 


19.                                 Hotel
Images.  The Parties shall use
commercially reasonable efforts to obtain hotel images to be loaded into the
Worldspan GDS.


 


20.                                 ePricing.


 


(a)                                  The
Priceline Group shall be entitled to [**] Power Shopper queries for each
Booking at [**].  If the number of Power
Shopper queries from the Priceline Group in any calendar month is more than
[**] times the number of Bookings for that month, then Priceline shall pay [**]
for each such excess Power Shopper query. 
Worldspan will provide to the Priceline Group a “less edited” Power
Shopper response, reasonably acceptable to Priceline, that will allow as many
as [**] to [**] itinerary alternatives to be retrieved in response to each
Power Shopper query.


 


(b)                                 Worldspan
shall implement improvements to its ePricing functionality in accordance with
Attachment B to this Amendment.


 


(c)                                  Worldspan
shall devote appropriate time and resources and otherwise use commercially
reasonable efforts to cause its ePricing functionality to be competitive in the
performance of services provided by Other GDSs (including, without limitation,
[**]), in terms of, for example, and not by way of limitation, cost,
availability services and scope of commands.


 


21.                                 Low
Cost Carrier Participation. 
Worldspan will provide the Priceline Group with access to any low cost
carrier (i.e., an air carrier that does not participate in the Worldspan GDS
and pay booking fees to Worldspan) upon mutual agreement between Worldspan,
Priceline, and the low cost
carrier.  In such agreements, the
implementation fee for Priceline will be [**], but the low cost carrier may be
subject to reasonable implementation, participation, and other fees.


 


22.                                 Lowestfare
Conversion Bonus.  Upon completion of
the Priceline Group’s obligation to convert the www.lowestfare.com website so
that it ceases generating Basic [**] Segments through [**], by no later than
[**], pursuant to Paragraph 6(e)(1) above, Worldspan shall pay Priceline a
one-time conversion bonus equal to [**] per [**] Booking generated by means of
the www.lowestfare.com website during the period commencing upon the Lowestfare
Basic Conversion Completion Date and ending 365 days thereafter, all upon and
subject to the following:


 


(a)                                  Promptly
after the Lowestfare Basic Conversion Completion Date, Worldspan shall pay
Priceline a projected conversion bonus based upon the estimated number of [**]
Bookings that will be generated by means of the www.lowestfare.com website
during the 365 days following the Lowestfare Basic Conversion Completion
Date.  Promptly after the end of that 365
day period, the Parties will determine the actual number of [**] Bookings
generated by means of the www.lowestfare.com website during that period and the
actual conversion bonus resulting from those [**] Bookings, and the applicable
Party will pay to the other Party any amounts necessary to reconcile the
projected conversion bonus previously paid to Priceline with the actual
conversion bonus so determined.


 


(b)                                 Notwithstanding
the foregoing, in the event that (i) the www.lowestfare.com website has not
completely ceased generating Basic [**] Segments through [**], by [**], as
provided in


 












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


 


12

















 


Paragraph 6(e)(1) above or generates one or more
Basic [**] Segments through [**], during the 365 day period following the
Lowestfare Basic Conversion Date, or (ii) the www.lowestfare.com website
has not completely ceased generating Other [**] Segments through [**], by [**],
as provided in Paragraph 6(e)(2) above or generates one or more Other [**]
Segments through [**], during the period beginning when such conversion with
respect to Other [**] Segments is complete and ending 365 days following the
Lowestfare Basic Conversion Date, then, in any such event, the conversion bonus
described above will not be payable to Priceline and, if and to the extent
already paid, will be promptly refunded to Worldspan.


 


23.                                 System
Usage.  The Priceline Group will use
the Worldspan System, including data provided through such system, solely for
the purposes of making legitimate Bookings
through the Worldspan System, issuing travel documents relating to such
Bookings, performing related accounting and record-keeping functions,
conducting testing in accordance with the provisions of this Agreement,
utilizing historical data in the ordinary course of the Priceline Group’s
business, and in accordance with rules and regulations established by travel
suppliers and published by Worldspan. 
The Priceline Group specifically agrees that it shall not use the
Worldspan System, including data provided through such system, to make bookings
via any means other than the Worldspan System or to develop any of the
following types of services for the purpose of reselling such services to third
parties: software applications, including without limitation booking engines,
corporate booking programs, fare and pricing tools, caching products, and
hosting applications.  For the avoidance
of doubt, the Priceline Group shall not be prohibited from using the Worldspan
System, including data provided through such system, in the process of
servicing a customer even in the case where the Priceline Group searches an
itinerary in the Worldspan System and subsequently books such itinerary through
a Direct Connection with a supplier, provided that the Priceline Group did not,
as part of the servicing of such customer, search the inventory of such
supplier in the Worldspan System.


 


24.                                 Marketing
Incentive Program.  The letter
agreement dated November 13, 2001, regarding the Marketing Incentive Program is
hereby terminated.


 


25.                                 Hotel
Direct Connection.  If the Priceline
Group intends to enter a Direct
Connection relationship with one of its top ten hotel suppliers, then the
Priceline Group will evaluate the cost and functionality of an outsourced
Worldspan Direct Connection solution. 
If the cost and functionality of such a Worldspan solution compares
favorably to the cost and functionality of the other Direct Connection
relationship contemplated by the Priceline Group, then the Priceline Group will
use commercially reasonable efforts to employ the outsourced Worldspan Direct
Connection solution instead of the other Direct Connection relationship.  The foregoing shall not be interpreted to
limit in any way the ability of Priceline to generate Opaque Hotel Segments on
an Other GDS in accordance with this Agreement.


 


26.                                 Technology
Services Agreement.  At Priceline’s
request, based on its need to approximate Direct Connection economics for its
major airline partners, Worldspan shall use commercially reasonable efforts to
negotiate an agreement structured as a technology services agreement for the
Priceline Group, which shall contain terms and conditions that are competitive
with other technology services agreements that Worldspan has with its other
major customers that have booking volumes and technology requirements similar
to those of the Priceline Group.


 


27.                                 Right
of First Refusal.  Prior to entering
into any arrangement with a third party to obtain any GDS or other travel
technology related services that succeeds the Subscriber Entity Agreement or
replaces any portion thereof during Booking Evaluation Period 5 or at the end
of the Term, Priceline will provide Worldspan written notice of the proposed
arrangement (an “ROFR Notice”).  It is
understood, however, that no ROFR Notice shall be required in connection with
arrangements with any third party for such services if and to the extent that
Priceline is permitted (or, if the Subscriber Entity Agreement were still in
effect, would be permitted) to engage or contract with such third party for
such services under the terms of the Subscriber Entity Agreement, such as any
arrangement with a third party for the generation through an Other GDS of any
Segments that Priceline is not obligated to generate through the Worldspan GDS
pursuant to this Amendment.  Each ROFR
Notice shall include as an attachment the proposed definitive agreement
pursuant to which the third party will provide the applicable services or, if
such definitive agreement has


 












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


 


13

















 


not been prepared, a detailed description of the
applicable services and all material terms and conditions upon which the third
party will provide them; provided, however, that Priceline shall not be
required to divulge to Worldspan the identity of such third party. Following
receipt of an ROFR Notice that satisfies the foregoing requirements, Worldspan
will have forty-five (45) days to (i) notify Priceline that Worldspan
elects to provide substantially similar material services on material terms and
conditions that are substantially similar to, but no less favorable to
Priceline than, those described in such ROFR Notice, and (ii) provide to
Priceline a proposed signed definitive agreement for such substantially similar
material services on such substantially similar, but no less favorable to Priceline,
material terms and conditions.  In the
event Worldspan elects not to provide Priceline with such services, it shall so
notify Priceline in writing as soon as practicable.  During such 45-day period, (x) Priceline shall devote
sufficient commercial, technical, and legal resources to facilitate in good
faith Worldspan’s evaluation of the proposed arrangement, and
(y) Priceline shall not be entitled to change the material terms of such
third party arrangement for purposes of this Paragraph.  Priceline shall not enter any such
arrangement with a third party if Worldspan has elected to provide the services
and provided to Priceline a proposed definitive agreement that meets the
requirements set forth above.  If Worldspan
elects not to provide the services or the 45-day period has expired without a
response from Worldspan that meets the requirements set forth above, then
Priceline may enter into such arrangement with the third party on terms and
conditions that do not materially deviate from the terms and conditions
included in the ROFR Notice to Worldspan.


 


28.                                 [**] Development Hours.  The Parties acknowledge that Worldspan has
previously provided consulting and development services to assist Priceline
with design of [**] reports and other issues relating to the GDS, Priceline’s operations,
and back-office functions.  In the event
that Priceline requires additional consulting and development services beyond
those provided prior to the Second Amendment Effective Date, then, upon
Priceline’s request, Worldspan shall provide qualified individuals to provide
other technical services.  These
services shall be charged to Priceline at the rate of [**] per person-hour
or Worldspan’s then current standard rate for consulting services, whichever is
higher.


 


29.                                 [**] Reports.  Worldspan shall provide [**] reports to
Priceline in conformity with Priceline’s reasonable design requirements.  Worldspan shall discount by [**] its fees of [**]
per month
for this service.


 


30.                                 System
Development Hours.  Worldspan shall
provide, at no charge, up to [**] person-hours of annual mainframe or
distributed systems development resources for Worldspan system enhancements requested
by Priceline, subject to timelines as agreed by the Parties.  Priceline acknowledges that these resources have
a value of [**] per year.


 


31.                                 Support.  Worldspan shall make available its Executive
Support Help Desk and Message Support Team to Priceline.  These groups will provide consultation
relating to programming interface development and usage.


 


32.                                 Web
Hosting.  Should Priceline choose
Worldspan to host its application and web servers at Worldspan’s data center
pursuant to a separate Hosting Agreement, Worldspan shall discount its then
current monthly fee for this service [**], subject to a maximum monthly
discount of [**].


 


33.           [**]


 


34.                                 Service
Level Agreement.  Priceline and Worldspan
shall use their best efforts to negotiate a mutually acceptable service level
agreement applicable to the services provided under the Subscriber Entity
Agreement.  In the event that an
agreement cannot be reached in such negotiations, then the Subscriber Entity
Agreement shall remain in full force and effect.


 


35.                                 Estimated
Bookings.  No later than October 1
of each calendar year, Priceline shall provide written documentation to
Worldspan of the total number of planned, budgeted and/or projected Bookings to
be generated by the Priceline Group through the Worldspan GDS during the
following calendar year.


 












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


 


14

















 


36.                                 EU
Affiliate Termination. 
Notwithstanding any provision of the Subscriber Entity Agreement to the
contrary, solely with respect to services provided to any Affiliate located in
a country of the European Union (an “EU Affiliate”), Priceline and Worldspan
may at their respective discretion terminate services to such EU Affiliate
without penalty on giving the other at least ninety (90) days’ prior written
notice.


 


37.                                 Maintenance
at Locations.  The first sentence of
Section 4.A. of the Standard Terms and Conditions is hereby deleted in its
entirety and replaced with the following:


 


“Worldspan
or its service representative will provide, at Worldspan’s expense, normal repairs and
maintenance during Worldspan’s
normal repair hours for the Worldspan
Equipment at the Locations.


 


38.                                 Equipment
Relocation.  The first sentence of
Section 5.C. of the Standard Terms and Conditions is hereby deleted in its entirety
and replaced with the following:


 


“Customer shall give Worldspan at least thirty (30) days’
prior written notice of its request to relocate or remove the Worldspan Equipment.”


 


39.                                 Equipment
Relocation Fees.  Section 5.D. of
the Standard Terms and Conditions is hereby deleted in its entirety and
replaced with the following:


 


“Worldspan
reserves the right to levy an additional charge over and above the Standard
Fees for installations, relocations or removals that are requested with less
than thirty (30) days’ prior written notice, or those that are requested
outside of normal business hours in accordance with the Table of Services and
Charges.”


 


40.                                 Termination
Deinstallation Fees.  Section 5.E.
of the Standard Terms and Conditions is hereby deleted in its entirety and
replaced with the following:


 


“Upon any termination of
the Subscriber Agreement, Worldspan
shall [**] for deinstallation and return of the Worldspan Equipment.”


 


41.                                 EU
Bookings.  Section 6.B. of the
Standard Terms and Conditions is hereby deleted in its entirety and replaced
with the following:


 


“For the business
activity of the EU Affiliates, “Bookings” shall mean the total of the Segments
generated by EU Affiliates through the Worldspan GDS for which Worldspan
charges and collects a fee, including EU Airline Bookings, EU Rail Bookings,
and EU Car, Hotel, Tour, Cruise, and Ferry Bookings, each as further defined
below.


 


1.             EU
Airline Bookings.  “EU Airline Bookings”
shall mean those ticketed airline Segments properly booked by an EU Affiliate
through the Worldspan GDS for which Worldspan charges and collects a fee, less
cancellations through the Worldspan GDS prior to date of departure.  “Ticketed airline Segments” shall mean
airline Segments (i) for which an EU Affiliate has issued tickets through the
Worldspan GDS or (ii) for which an EU Affiliate has systematically informed
Worldspan of valid ticket numbers associated with the Segments.


 


2.             EU
Rail Bookings.  “EU Rail Bookings” shall
mean those ticketed rail Segments properly booked by an EU Affiliate through
the Worldspan GDS for which Worldspan charges and collects a fee, less
cancellations through the Worldspan GDS prior to date of departure, adjusted by
any applicable correction ratios to reflect the value of those Bookings to
Worldspan.  “Ticketed rail Segments”
shall mean rail Segments (i) for which an EU Affiliate has issued tickets
through the Worldspan GDS, (ii) for which an EU Affiliate has systematically
informed Worldspan of valid travel documentation associated with the Segments,
or (iii) which are not sold through the principal display of the Worldspan GDS.


 












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


 


15

















 


3.             EU
Car, Hotel, Tour, Cruise, and Ferry Bookings. 
“EU Car, Hotel, Tour, Cruise, and Ferry Bookings” shall mean those
Segments for car, hotel, tour, cruise, and ferry services properly booked by an
EU Affiliate through the Worldspan GDS for which Worldspan charges and collects
a fee and which are not cancelled, adjusted by any applicable correction ratios
to reflect the value of those Bookings to Worldspan.


 


For Bookings made by the
Affiliates in countries not included in the European Union, airline Bookings
mean those Segments properly booked by such Affiliates through the Worldspan
GDS for which Worldspan charges and collects a fee, less cancellations through
the Worldspan GDS prior to date of departure, excluding unticketed passive
bookings. Car, Hotel, Tour Source, Cruise Line Source, CruiseMatch and
Worldspan Travel Suppliers Bookings mean those Segments properly booked by such
Affiliates through the Worldspan GDS for which Worldspan charges and collects a fee and which are not
canceled.  Customer consents to any
retroactive adjustment by Worldspan
of incorrect Booking counts.  The
determination of the number of Bookings shall be made solely by Worldspan from its books and records,
subject to Paragraph 4 of the Second Amendment to the Subscriber Entity
Agreement.”


 


42.                                 Worldspan
GDS Modifications.  Section 6.D. of
the Standard Terms and Conditions is hereby deleted in its entirety and
replaced with the following:


 


“Worldspan
may enhance or modify the GDS at its discretion at any time; provided, however,
that any such enhancement or modification does not materially adversely affect
the services provided to Customer pursuant to the Subscriber Agreement.  Worldspan
reserves the right to migrate Customer to new computer reservation systems used
by Worldspan.”


 


43.                                 Message
Limit.  Section 6.H.ii. of the
Standard Terms and Conditions is hereby deleted in its entirety and replaced
with the following:


 


“Message Limit:  The “Message Limit” is [**].  The total monthly permitted Messages
(“Allowable Messages”) is calculated by multiplying the [**] Messages per
Booking by the number of Bookings for that month.  Worldspan shall charge Customer for excess Messages at a rate of
[**] per Message above the Allowable Messages for any month.”


 


44.                                 Excess
Message Fees.  The Excess Message
Fees section of the Table of Services and Charges is hereby deleted in its
entirety and replaced with the following:


 


“Excess Message
Fees


	
  Peak Message
  Rate (8am-12pm)

  	
   

  	
  N

  	
   

  	
  [**]

  
	
  Off-Peak Rate
  (12pm-8am)

  	
   

  	
  N

  	
   

  	
  [**]”

  



 


45.                                 Security
Measures.  Section 8.D. of the
Standard Terms and Conditions is hereby deleted in its entirety and replaced
with the following:


 


“Each party will
implement and maintain appropriate security measures for its operations in
accordance with technological developments and its evolving security
needs.  Those appropriate security
measures for each party will include, without limitation, establishing a
security policy for its computer network, preventing unauthorized access to its
computer systems, implementing administrative security controls for its
computing operations, installing firewalls in its communications network,
protecting its computer resources from insider abuse, having appropriate
administrative procedures to ensure that system access capability to its computer
systems is given to only authorized users and is promptly withdrawn from
terminated employees or other persons who are no longer authorized,
establishing a single point of control for responses to incidents involving its
security, and monitoring the effectiveness of the security of its computer
network.”


 












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


 


16

















 


46.                                 GDS
Uptime.  Section 9.A.iv. of the
Standard Terms and Conditions is hereby deleted in its entirety and replaced
with the following:


 


“it will use its best
efforts to maintain the uptime of the GDS.”


 


47.                                 Conditional
Fee Reduction.  Section 11.D. of the
Standard Terms and Conditions is hereby deleted in its entirety and replaced
with the following:


 


“Any reduction, waiver or
discounting of any fee in the Subscriber Agreement by Worldspan is specifically conditioned upon Customer’s
generation of Bookings sufficient to meet the Booking Goal to qualify for a
[**] Productivity Discount under Article III.A. of the Subscriber Entity
Agreement.”


 


48.                                 Assignment
of Subscriber Entity Agreement. 
Section 12. of the Standard Terms and Conditions is hereby deleted in
its entirety and replaced with the following:


 


“The Subscriber Agreement
will be binding upon, and inure to the benefit of, the parties and their
respective successors and assigns. 
However, neither party may, without the prior written consent of the
other, assign or transfer the Subscriber Agreement, or any of its rights or
obligations under the Subscriber Agreement, to any person or entity other than
one who (i) merges, consolidates, or otherwise combines with that party or
otherwise acquires all or substantially all of the operating assets of that
party, and (ii) agrees or otherwise becomes legally obligated to comply with
and be bound by the provisions of the Subscriber Agreement to the same extent
as that party.”


 


49.                                 Legal Compliance. 
Section 14.A.iv. of the Standard Terms and Conditions is hereby deleted
in its entirety and replaced with the following:


 


“Customer commits any material violation(s) of any
laws, ordinances or regulations related to the products or services provided
under the Subscriber Entity Agreement;”


 


50.                                 Post-Termination
Damages.  Section 14.E. of the
Standard Terms and Conditions is hereby deleted in its entirety and replaced
with the following:


 


“Upon any termination of
the Subscriber Entity Agreement pursuant to this Section 14, as a consequence
of any default as set forth herein, the non-defaulting party shall be entitled
to recover its damages at law from the defaulting party, in addition to any
other rights or remedies that the non-defaulting party may have at law, equity,
or otherwise.”


 


51.                                 Failure
to Meet Booking Obligations. 
Section 14.F. of the Standard Terms and Conditions is hereby deleted in
its entirety and replaced with the following:


 


“The parties acknowledge
that the provisions of this Section 14 shall not apply to any failure by Customer
to comply with the obligations of Paragraph 6 of the Second Amendment to
the Subscriber Entity Agreement.”


 


52.                                 Limitation of Liability. 
Section 14. of the Standard Terms and Conditions is hereby amended to
include the following new Section 14.G.:


 


“Notwithstanding anything
in the Subscriber Entity Agreement to the contrary, Customer’s liability under
this Agreement shall not exceed the lesser of (i) the number of Expected
Bookings, multiplied by [**], or (ii) Twenty-Five Million Dollars ($25,000,000).”


 


53.                                 Non-Disclosure
of Terms.  Section 17.B. of the
Standard Terms and Conditions is hereby deleted in its entirety and replaced
with the following:


 


17

















 


“Customer and Worldspan
agree not to disclose the terms and conditions of the Subscriber Agreement
without the prior written consent of the other except as required by law.  Notwithstanding the foregoing, either party
may disclose the terms and conditions of the Subscriber Agreement to its
attorneys and accountants who have a need to know and who are advised of such
party’s obligation contained in this Section 17.B.  In addition, in the event that Customer determines that public
disclosure of the Subscriber Agreement is required by the securities laws of
the United States, Customer shall so notify Worldspan immediately and the parties shall
confer to determine the legally permissible means to protect the competitively
sensitive material set forth herein.”


 


54.                                 Notices
to Priceline.  Section 17.E. of the Subscriber
Entity Agreement is hereby amended to add the following:


 


“Worldspan shall use reasonable business efforts to
ensure that notices and communications to be served by Worldspan to Customer
shall be sent to the attention of the Chief Information Officer, with a copy to
the attention of Chief Operating Officer.”


 


55.                                 Entire
Agreement.  Section 17.H. of the
Standard Terms and Conditions is hereby deleted in its entirety and replaced
with the following:


 


“The Subscriber Agreement constitutes the full and
final agreement between the parties with respect to the subject matter hereof,
and unless otherwise provided, any prior agreements and understandings, whether
written or oral, are hereby superseded upon the beginning of the Term of the
Subscriber Agreement.  The Parties agree
that all prior obligations contained in any prior agreements between Worldspan
and Customer are deemed, as of the date hereof, satisfied.  Worldspan agrees that all prior thresholds pertaining to
Customer incentives contained in any prior agreements between Worldspan
and Customer are deemed met, as of the date hereof.  Except as provided herein, the Subscriber Agreement may not be
modified, altered or amended except by agreement and/or consent by authorized
representatives of both parties; provided however that the Table of Services
and Charges may be modified, altered or amended by Worldspan upon thirty (30) days’ prior notice to Customer;
and further provided that the Customer Equipment Support Responsibility may be
modified, altered or amended by Worldspan
upon notice to Customer.”


 


56.                                 Continued
Effectiveness of Subscriber Entity Agreement.  Except to the extent the Subscriber Entity Agreement is amended
herein, the Subscriber Entity Agreement remains in full force and effect.  To the extent the terms of this Amendment are inconsistent with
the terms of the Subscriber Entity Agreement, for purposes of this Amendment
the terms of this Amendment shall apply.


 


 


IN WITNESS WHEREOF, the Parties have caused
this Amendment to be executed by their duly authorized undersigned
representatives as of the day and year first above written.


 


	
  PRICELINE.COM INCORPORATED,

  FOR ITSELF, ITS AFFILIATES, AND THE

  PRICELINE GROUP:

  	
  WORLDSPAN, L.P.,

  FOR ITSELF AND ITS SUBSIDIARIES:

  
	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  	
   

  
	
  (Signature)

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Print Name)

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Title)

  	
  (Title)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
  (Date)

  



 


18

















 


ATTACHMENT
A


Form
of [**] Hotel
Booking Fee Amendment


 


 


AMENDMENT TO THE WORLDSPAN ASSOCIATE AGREEMENT


Internet
Bookings – Hotel


 


 


THIS Amendment
to the Worldspan Associate Agreement dated the
        of
               ,
2003 (“Amendment”), is by and between Worldspan, L. P., located at 300 Galleria
Parkway, N. W., Atlanta, Georgia 30339 (“Worldspan’) and


 


	
  Associate Legal Name:

  
	
  dba:

  
	
  Address:

  
	
  City:

  	
   State:

  	
   Zip:

  
	
  Contact Name:

  	
   Phone:

  
	
  e-mail address:

  
				



Billing
Address:  Same as
above


 


(hereinafter referred to
as “Associate.”)


 


WHEREAS,
Worldspan and Associate entered into the Worldspan Agreement
dated the           of,
                  
(the “Agreement”).


 


WHEREAS,
Worldspan and Associate now desire to amend the Agreement.


 


NOW,
THEREFORE, it is agreed:


 


PART I –
REVISION OF FEES FOR SELECT ONLINE BOOKINGS:


 


A.                                   For
Bookings of Hotel properties represented by Associate and created via
Designated Internet Agencies, as that term is defined in I.B., below, and
through the Worldspan System, the following reduced fees shall apply:


 


	
   

  	
   

  	
  BEFORE

  	
   

  	
  AFTER

  	
   

  
	
  Standard
  Booking:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AccessPlus
  Booking:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Source
  Booking:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B.                                     For
purposes of the Amendment, “Designated Internet Agencies” shall be defined to
include the entities identified in the attached Exhibit “A.”


 












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


 


A-1

















 


PART II
– ASSOCIATE AGREEMENT:


 


 


Except to the extent the Agreement is amended herein,
the Agreement remains in full force and effect.  To the extent the terms of this Amendment are inconsistent with
the terms of the Agreement, for purposes of this Amendment the terms of this
Amendment shall apply.


 


 


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


 


 


	
  ASSOCIATE:

  	
  WORLDSPAN,
  L. P.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Associate Legal Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (dba)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  	
   

  
	
  (Signature)

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Print Name)

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Title)

  	
  (Title)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
  (Date)

  
					



 


A-2

















 


Exhibit
“A”


 


 


FURTHER to
the
                   
,
             
Amendment (“Amendment”) to the Worldspan Associate Agreement dated the
       of
           ,
         , by and between
Worldspan, LP., (“Worldspan”) and
           
(“Associate”), the parties agree that the term “Designated Agencies,” as used
in the Amendment, shall mean the following entities:


 


[**]


[**]


[**]


[**]


[**]


[**]


[**]


[**]


 












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


 


A-3

















 


ATTACHMENT
B


[**]


 


	
  [**]

  	
  [**]

  	
  [**]

  
	
  [**]

  	
  [**]

  	
  [**]

  
	
  [**]

  	
  [**]

  	
  [**]

  
	
  [**]

  	
  [**]

  	
  [**]

  
	
  [**]

  	
  [**]

  	
  [**]

  
	
  [**]

  	
  [**]

  	
  [**]

  



 


“CONFIDENTIAL TREATMENT”


 


B-1