exv10w1







Exhibit 10.1




COMPLIMENTARY AND AMENDMENT AGREEMENT



This Complimentary and Amendment Agreement (the “Extension Amendment”) complements and amends the
Global Access Agreement between Amadeus IT Group S.A. (“Amadeus”) and ebookers Limited (“EBOOKERS”)
dated January 1, 2004 (the “Agreement”), as amended, and is effective as of 1st of July,
2009 (the “Extension Amendment Effective Date”). Capitalized terms herein shall carry the same
meaning assigned to them in the Agreement unless otherwise indicated.





	1.	 	Term. The Term of the Agreement is extended to December 31, 2012. The Years 2010,
2011 and 2012 are referred to herein as Year 4, Year 5 and Year 6, respectively.
	 
	2.	 	Extension Bonus Payment. Amadeus will pay EBOOKERS a bonus as referenced in Section
I of Schedule A hereto within 30 days of receipt of invoice which may be provided upon
EBOOKERS’ signature of this Extension Amendment (the “Extension Bonus”). Amadeus reserves the
right to require repayment of portions of the Extension Bonus Payment in any Year if the
applicable Annual Net Segment Target in the table identified in Section II of Schedule A
hereto is not achieved for such Year (a “Shortfall”).
	 
	 	 	The amount of any such repayment will be as indicated in Section III of Schedule A hereto plus
applicable interest from the date the Extension Bonus was paid at the rate of 2 percentage
points above the 3 month EUROLIBOR. However, any Shortfalls in any Year may be made up by Net
Segments that exceed any prior or subsequent Year’s Annual Net Segment Target. If a
repayment(s) has been made in prior Years due to a Shortfall as described in this section, 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 4 (2010) and/or Year 5 (2011), in the event there is a Shortfall and such Shortfall
exceeds the Applicable Percentage (as indicated in Section III or Schedule A hereto) of the
respective Year 4 or Year 5 Annual Net Segment Target then upon Amadeus’ request the unearned
portions of the Extension Bonus will be repaid within 30 days of Amadeus’ invoice. Such
Shortfall may be made up in subsequent Years, which in such case Amadeus would repay any repaid
sums as described above.
	 
	 	 	For clarification, the repayment obligations under Section 7 of the Complimentary and Amendment
Agreement dated 1st of September, 2006 will continue to apply with respect to the
additional bonus referred to in that section.
	 
	3.	 	Segment Incentive. The Segment Incentive as described in Section 5 of the
Complimentary and Amendment Agreement dated 1st of September, 2006 will continue to
apply through and including 31st of December, 2009. Beginning with Year 4, in
exchange for EBOOKERS Locations combined achieving the Net Segment 




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	 	 	Targets in Table 1 above,
and otherwise
subject to terms and conditions herein, Section 5 and Section 6 of the Complementary and
Amendment Agreement dated 1st of September 2006 are replaced by the following.






	 	3.1	 	Generally. Amadeus will pay EBOOKERS a base Segment Incentive in the amount
indicated in Section IV of Schedule A hereto. In the event the Net Segment volume of all
EBOOKERS Locations combined drops below the Segment Threshold indicated in Table 2 in
Section IV of Schedule A hereto, a portion of the Segment Incentive will be repaid to
Amadeus as follows:
	 
	 	3.2	 	Monthly Calculation of the Incentive. Each month, the Segment Incentive will
be calculated, based on the actual “run-rate”. This run-rate is calculated as follows:






	 	3.2.1	 	M is the number of months lapsed in the Year (e.g., calculating the
run-rate for the month of May, M will equal 5)
	 
	 	3.2.2	 	Actual run-rate = actual Year-to-date Net Segments achieved, divided by M,
and multiplied by 12
	 
	 	3.2.3	 	The Segment Incentive per Net Segment is calculated by comparing the
run-rate with the Annual Net Segment target in Table 1
	 
	 	3.2.4	 	The Segment Incentive amount for the applicable month = the Segment
Incentive per Net Segment multiplied by the actual number of Net Segments achieved
Year to date minus the Segment Incentive payments already made in previous months for
such Year






	 	3.3	 	Annual Net Segment Target and Segment Threshold Adjustment: Should EBOOKERS
cease operations in a particular country after the Extension Amendment Effective Date,
then, upon EBOOKERS request as confirmed by Amadeus, a downward adjustment for the time
period during which EBOOKERS ceases operations, will be made to the remaining Annual Net
Segment Targets and Segment Thresholds in Table 2 (pro-rated for the then current contract
Year). For purposes of this paragraph, “cease operations” means that EBOOKERS (i) closes
its operations (i.e., no office) or discontinues the air product line in the particular
country (no website URL for offering air products in such country), and (ii) otherwise
ceases marketing, promoting or making its air products and services available to consumers
in such country (including any fulfillment for such air products and services offered in
another country). The downward adjustment to the Annual Net Segment Targets and Segment
Thresholds will in no event exceed in the aggregate more than the Downward Adjustment
Percentage (as indicated in Section XI of Schedule A hereto). Any such reductions shall be
equal to the prior 12 months average monthly run-rate in such country multiplied by the
number of months remaining on the Term.




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	4.	 	Transaction Charges. The following replaces transaction pricing as previously
reflected in the Agreement (i.e., Section 8 (“Transaction Charges”) of the Complimentary and
Amendment Agreement dated 1st of September, 2006 and then Section 1 (“Transaction
Charges”) of the amendment to the Agreement dated 1st of October, 2007) and is
effective as of the Extension Amendment Effective Date:






	 	4.1	 	Master Pricer Standard (“MPS”) Low Fare Search Transaction Charges.
Amadeus shall apply the following pricing for Master Pricer Standard transactions per
month:






	 	4.1.1	 	A discounted charge as indicated in Section VI.a. of Schedule A hereto
(the “look-to-book ratio”).
	 
	 	4.1.2	 	The look-to-book ratio shall be calculated on a three-months rolling
average basis.
	 
	 	4.1.3	 	In the event actual MPS transactions exceed a the “look-to-book ratio
excess threshold” as indicated in Section VI.a of Schedule A hereto on a
three-months rolling average, any transactions in excess of this ratio shall be
charged the Excess Fee indicated in Section VI.b of Schedule A hereto.
	 
	 	4.1.4	 	For clarification, the discounted pricing on Section VI of Schedule A
is premised on any recommendations returned by MPS transactions being booked in the
Amadeus System. If such recommendations are not booked in the Amadeus System then
Amadeus reserves the right to adjust Master Pricer Standard pricing upon 30 days
notice. The Parties will discuss any such adjustment in good faith during such 30
day period.






	 	4.2	 	Other Master Pricer (“MP”) Low Fare Search Transaction Charges.
Amadeus shall apply the discounted pricing reflected in Table 3 of Section VII of
Schedule A hereto on other types of low fare search transactions beginning on the
Extension Amendment Effective Date:
	 
	 	 	 	Central System Transaction Charges. In return for the significant reduction in
Low Fare Search transaction pricing as referenced in Sections 4.1 and 4.2 above,
EBOOKERS commits to a progressive reduction of CSTs for the balance of the Term as
indicated in Section VIII of Schedule A hereto.
	 
	 	 	 	CST ratios shall be calculated on a 6-month rolling average basis.
If the 6-month rolling average Excessive Transaction Threshold is exceeded in an
applicable month (i.e., “Excessive Transactions”), EBOOKERS will have a three month
period to correct such situation commencing with the month following the month in which
the Excessive Transaction Threshold was 




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	 	 	 	exceeded. If after this three month period there
are Excessive Transactions then such Excessive Transactions will be charged as per
Section VIII of Schedule A hereto for the balance of the Term:
	 
	 	 	 	Section 2 (“Central System Transaction Efficiency Bonus”) of the amendment to the
Agreement dated 1st of October, 2007 is deleted.






	5.	 	Product Fund. The Product Fund as referenced in Section 9 of the Complimentary and
Amendment Agreement shall be as referenced in Section IX of Schedule A hereto. The Product
Fund that has accrued as of the Extension Amendment Effective Date is hereby waived by
EBOOKERS (i.e., the Product Fund is at zero as of the Extension Amendment Effective Date.)
	 
	6.	 	Incentive Exceptions. The following replaces the content of Section 12 of the
Complimentary and Amendment Agreement dated 1st of September, 2006 and applies as
of the Extension Amendment Effective Date.






	 	 	 	“Subject to the notice described in this paragraph, all current levels of incentives and
Net Segment volume calculations will not apply to bookings of Provider content (i) where
the Provider, makes or has made such content available in the System in exchange for a
direct or indirect reduction of Amadeus booking related distribution fees or at a charge
to Amadeus, and/or (ii) that becomes part of an Amadeus sponsored content program (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 by
Amadeus to any other online agency customer producing the same or less annual volumes of
Net Segments as produced by EBOOKERS in the same territories where EBOOKERS is
operating.
	 
	 	 	 	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.
	 
	 	 	 	At the time Amadeus notifies EBOOKERS that point (i) of this Section above
applies, EBOOKERS may request that an international auditing firm such as
Deloitte, Ernst & Young, KPMG or PWC (the “Auditor”) verifies same. EBOOKERS shall
bear the cost of any such audit. The Auditor will issue a report which shall be
limited to confirming point (i) circumstances. The Auditor will sign a
non-disclosure agreement with Amadeus about not transmitting confidential
information to EBOOKERS.




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	 	 	 	If the Affected Content (in the aggregate) accounts for more than the Affected Content
Percentage as indicated in Section X of Schedule “A” hereto, 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 Annual 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 Extension
Bonus Payment. However, rather than pay any Extension Bonus Payment 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 Annual Net Segment Target for such Year as
stated in Table 1 and Table 2 of the Complimentary and Amendment Agreement dated
1st of July 2009.
	 
	 	 	 	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.”






	7.	 	Rules of Engagement Regarding Disclosing Existence of this Amendment. The Parties
agree that clause 14 of the amendment between the Parties dated 1 September 2006 applies to
this Amendment in its entirety and without exception, and that clause should be read and
construed accordingly.




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/ Jean - Paul Hamon 	 	 	 	By:	 	/s/ Alan Josephs
	 	 	 	 	 	 	 	 	 
	Name:

	 	Jean - Paul Hamon	 	 	 	Name:	 	Alan Josephs
	Title:

	 	 	 	 	 	Title:	 	MD
	Date:

	 	28
July, 2009 	 	 	 	Date:	 	8/7/09







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