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Exhibit 10.49    
    




  


 
 

SUBSCRIBER ENTITY AGREEMENT
  E-Commerce    
    


        Customer Number: 198242  



        THIS Worldspan Subscriber Entity Agreement dated the 1 of October, 2001 (the "Agreement"), is by and between
Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of this Agreement, and including Customer's
locations listed on the 10 Exhibit(s) attached hereto and incorporated herein (collectively the "Locations"). 


        WHEREAS, Worldspan provides and markets computerized reservation services and has developed and offers a computerized system which
provides information, reservations, ticketing, and other services for air transportation and other businesses (the "GDS"). 


        NOW, THEREFORE, it is agreed: 


ARTICLE I.    TERM  


        This Agreement is effective upon the date first written above and the Term shall continue for sixty-six (66) months, from the date the GDS
becomes operational at the first Customer Location referred to herein or the date this Agreement is signed by Worldspan, whichever is later: provided
however, if the GDS is already installed at Customer's Location, the term shall commence on the date when the new or replacement equipment, software or services become operational at the first
Customer Location referred to herein or the date this Agreement is signed by Worldspan, whichever is later (the "Term"). If Customer retains or uses the Worldspan Equipment or any other item, software
or service provided by Worldspan beyond the expiration of the Term, the Agreement shall continue in effect on a month to month basis. The Agreement may be terminated at the end of the Term or any time
thereafter by either party on not less than ninety (90) days' prior written notice. 



ARTICLE II.    HOME OFFICE EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal
Name:    Priceline.com                             SID:    0QK




        dba:    Priceline.com                         
    ARC:    0750854 


        Address:    800
Connecticut Ave. 


        City:    Norwalk        State:    CT        Zip:    0685
4



        County:                               
                           Telephone:    203-299-8000
 


        e-mail:    trey.urbahn@priceline.com                       
      ERSP:



        Customer's
principal place of business: 


        Address:    same
as above 





 



        City:                             State: 
                            Zip:
 


        County:                             Telephone:



B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  



        1.     Booking
Terminal Addresses associated with Worldspan Equipment 


        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	5	 	56K Frame Relay Data Circuts	 	$	420.00	 	$	0.00	 	$	2,100.00	 	$	0.00
	2	 	T1 Data Circuts	 	$	1,032.00	 	$	0.00	 	$	2,064.00	 	$	0.00
	8	 	PC 400/64MB	 	$	225.00	 	$	960.00	 	$	1,800.00	 	$	7,680.00
	10	 	TI 1600 ATB Ticket Printer	 	$	195.00	 	$	3,995.00	 	$	1,950.00	 	$	39,950.00
	2	 	TI895 Printers	 	$	50.00	 	$	550.00	 	$	100.00	 	$	1,100.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	8,014.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	48,730.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     1283
Terminal Addresses for Customer Owned Equipment $25.00 each:    $32,075.00


2





 



        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	

    	
 	

 
	

     	
 	

 
	

    	
 	

 
	

    	
 	

 
	

    	
 	

 





C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

40,089.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	Customer agrees to pay Worldspan a one time installation fee of:	 	$	0.00
	
Additional Fees	
 	
 	

 
	 	Customer agrees to pay Worldspan a one time fee of:	 	$	0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments, exhibits or addenda to this Agreement.	
 	
 	

 






ARTICLE III.    PRODUCTIVITY DISCOUNT  


        A.    Worldspan will discount its Standard Fees set forth in Article II.B.1. through Article II.B.5. and
Article II.C.1. through Article II.C.3. as follows (the "Productivity Discount"): During the first zero (0) full calendar months following the commencement of the Term, Worldspan
agrees to discount its monthly Standard Fees one hundred percent (100%). Thereafter, Customer's discount will be adjusted monthly based upon the number of net billable airline, car, hotel, Tour
Source, Cruise Line Source, CruiseMatch and Worldspan Travel Suppliers bookings (collectively "Bookings") generated by Customer per month. In order for Customer to receive a one hundred percent (100%)
Productivity Discount against its fees and charges otherwise due pursuant to the Agreement, as amended from time to time, Customer must generate twenty-eight thousand two hundred and fifty (28250)
Bookings per 


3





 

month
("Booking Goal"). In the event Customer fails to generate the Booking Goal no discount shall be provided. 


        B.    Customer agrees to pay all charges according to the terms of the Agreement. 


        C.    Upon Customer's request and Worldspan's agreement to add or delete equipment, software or services at any location,
Worldspan reserves the right to modify the Productivity Discount accordingly. 


        D.    For the purposes of this Agreement, net billable airline bookings means those segments properly booked by Customer through
the GDS for which Worldspan charges a fee, less cancellations through the Worldspan GDS prior to the date of departure. Net billable car, hotel, Tour Source, Cruise Line Source, CruiseMatch and
Worldspan Travel Supplier bookings mean those bookings properly booked by Customer through the GDS for which Worldspan charges a fee, which are not canceled and do not result in
"no-shows". Bookings of car rentals or hotels for a continuous period (e.g., one hotel client for five continuous nights or one car client for five continuous days) shall be treated as one
Booking. 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. 


        E.    In the event that the number of Bookings generated by Customer exceeds the required level for a one hundred percent (100%)
discount, Customer is not entitled to carry excess Bookings forward or backward, nor shall Customer be entitled to any credit against past or future charges. Customer acknowledges that, due to data
processing delays, Customer's initial Productivity Discount level will apply for one (1) month beyond the period set forth above, and that one (1) month delay will continue to apply to
subsequent monthly discount level adjustments. Customer acknowledges that, except as otherwise expressly agreed by Worldspan, any requested change in Customer's equipment or services is at the
discretion of Worldspan and may result in modification of Worldspan's charges or the Booking levels above. 


ARTICLE IV.    STANDARD TERMS AND
CONDITIONS                             Customer's
Initials:                             
  


        A.    Except as otherwise provided herein, the Worldspan Subscriber Agreement—Standard Terms and Conditions ("Terms
and Conditions"), Customer Equipment Support Responsibility ("Customer Equipment Support Responsibility"), and the Table of Services and Charges ("Table of Services and Charges"): Version 2000 are
incorporated into this Agreement as if fully set forth herein and each may be revised by Worldspan from time to time upon notification to Customer. By signing this Agreement, Customer acknowledges the
obligations of the Terms and Conditions, Customer Equipment Support Responsibility and Table of Services and Charges. 



        B.    Section 6.H.ii. of the Worldspan Subscriber Agreement Standard Terms and Conditions which shall be deleted in its
entirety and replaced with the following: 


        Message
Limit: The "Message Limit" is four hundred (400) Messages per Booking. The total monthly permitted Messages ("Allowable Messages") is calculated by multiplying the four
hundred (400) Messages per Booking by the number of Bookings for that month. 


ARTICLE V.    ARBITRATION
OPTION                             Customer's
Initials:                             
  


        Pursuant
to Section 15 of the Terms and Conditions, Customer (    elects) (    does not elect) to arbitrate disputes arising out of this Agreement. Failure
of Customer to designate its choice in the preceding sentence and initial the box at the margin where indicated at the time of signing the Agreement constitutes an election by Customer to waive the
option of arbitration to resolve disputes. 


4





 



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



	CUSTOMER:	 	WORLDSPAN, L.P.:
	

Priceline.com
 (Customer Legal Name)	
 	

 
	

Priceline.com
 (dba)	
 	

 
	

By: /s/  JEFFREY H. BOYD      
 (Signature)	
 	

By: /s/  SUSAN J. POWERS      
 (Signature)
	

Jeffrey H. Boyd
 (Print Name)	
 	

Susan J. Powers
 (Print Name)
	

President
 (Title)	
 	

SVP
 (Title)
	

11/30/01
 (Date)	
 	

12/03/01
 (Date)
	

 (If Incorporated, State and Date)	
 	

 
	

 (Federal Tax I.D. Number)	
 	

 





CORPORATION INFORMATION:  



	Priceline.com
 (Legal Name)	 	 
	

800 Connecticut Avenue
 (Home Address)	
 	

 
	

Norwalk, CT 06854
 (City, State, Zip)	
 	

 
	

(203) 299-8000
 (Home Phone Number)	
 	

 




5









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 1 of 10
  E-Commerce    
    


        Customer Number: 184555
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal
Name:    Priceline.com                             SID:    L7U




        dba:    Priceline.com/Novus                        
     ARC:    9965578 


        Address:    8
New England Executive Park 


        City:    Burlington                          
   State:    MA                             Zip:    
01803



        County:                               
                           Telephone:



        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:



        County:                               
                           Telephone:
 


B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  


        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	2	 	56K Frame Circuts	 	$	420.00	 	 	 	 	$	840.00	 	$	0.00
	2	 	Pentium 400 GW/WS	 	$	180.00	 	$	960.00	 	$	360.00	 	$	1,920.00
	1	 	TI 895 Printer	 	$	75.00	 	$	550.00	 	$	75.00	 	$	550.00
	1	 	TI 1600 ATB Printer	 	$	195.00	 	$	3,995.00	 	$	195.00	 	$	3,995.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	1,470.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	6,465.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     93
Terminal Addresses for Customer Owned Equipment $25.00 each:    $2,325.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

3,795.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	

 	
$0.00
	
Additional Fees	
 	

 	
 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	

 	
$0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	

 	
 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 2 of 10
  E-Commerce    
    


        Customer Number: 189019
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal
Name:    Priceline.com                             SID:    QCD




        dba:    Priceline.com/Calltech                        
     ARC:    0750854 


        Address:    4189
Arlingate Lane 


        City:    Columbus            State:    OH         
   Zip:    43228 


        County:                               
                           Telephone:
 


        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:
 


        County:                               
                           Telephone:



B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  



        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	5	 	56K Frame Circuts	 	$	420.00	 	 	 	 	$	2,100.00	 	$	0.00
	3	 	Pentium 300 GL FS/GW	 	$	75.00	 	$	192.00	 	$	225.00	 	$	576.00
	9	 	Pentium 400 FS/GW	 	$	180.00	 	$	960.00	 	$	1,620.00	 	$	8,640.00
	1	 	Genicom Printer	 	$	30.00	 	$	565.00	 	$	30.00	 	$	565.00
	2	 	TI 885	 	$	50.00	 	$	550.00	 	$	100.00	 	$	1,100.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	4,075.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	10,881.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such
service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     424
Terminal Addresses for Customer Owned Equipment $25.00 each:    $10,600.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

14,675.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 3 of 10
  E-Commerce    
    


        Customer Number: 198982
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal
Name:    Priceline.com                             SID:    UTJ




        dba:    Priceline.com/Call
Tech                             ARC:    0750854 


        Address:    4335
Equity Drive 


        City:    Columbus            State:    OH         
   Zip:    43228 


        County:                               
                           Telephone:
 


        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:
 


        County:                               
                           Telephone:



B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  



        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	5	 	56K Frame Circuts	 	$	420.00	 	 	 	 	$	2,100.00	 	$	0.00
	9	 	Pentium 400 FS/GW	 	$	180.00	 	$	960.00	 	$	1,620.00	 	$	8,640.00
	3	 	Pentium 300 FS/GW	 	$	75.00	 	$	192.00	 	$	225.00	 	$	576.00
	2	 	TI 885	 	$	50.00	 	$	550.00	 	$	100.00	 	$	1,100.00
	1	 	Genicom Printer	 	$	30.00	 	$	565.00	 	$	30.00	 	$	565.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	4,075.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	10,881.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such
service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     424
Terminal Addresses for Customer Owned Equipment $25.00 each:    $10,600.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

14,675.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 4 of 10
  E-Commerce    
    


        Customer Number: 189352
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal Name:    Priceline.com/Exodus
Communications                             SID:    RUC 


        dba:    Priceline.com/Exodus
Communications                             ARC:    9968651 


        Address:    34
Exchange Place—Harborside 


        City:    Jersey
City                             State:    NJ      
                       Zip:    07311 


        County:                               
                           Telephone:
 


        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:
 


        County:                               
                           Telephone:



B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  



        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	2	 	T1 Data Circuts	 	$	1,035.00	 	 	 	 	$	2,070.00	 	$	0.00
	1	 	Gateway	 	$	180.00	 	$	960.00	 	$	180.00	 	$	960.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	2,250.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	960.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     2079
Terminal Addresses for Customer Owned Equipment $25.00 each:    $51,975.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

54,225.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 5 of 10
  E-Commerce    
    


        Customer Number: 300982
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal Name:    Pricline
Europe                             SID:    2RD 



        dba:    Priceline
Europe                             ARC:    9126970 


        Address:    Pegasus
House 


        City:    Leicester            State:    UK         
   Zip:    EN GB LE1 


        County:                               
                           Telephone:
 


        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:
 


        County:                               
                           Telephone:



B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  



        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	2	 	64K Data Circuts	 	$	420.00	 	 	 	 	$	840.00	 	$	0.00
	1	 	PC Gateway	 	$	180.00	 	$	960.00	 	$	180.00	 	$	960.00
	1	 	Printer	 	$	50.00	 	$	550.00	 	$	50.00	 	$	550.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	1,070.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	1,510.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     87
Terminal Addresses for Customer Owned Equipment $25.00 each:    $2,175.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

3,245.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 6 of 10
  E-Commerce    
    


        Customer Number: 300556
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal Name:    Priceline
Europe                             SID:    U6T 



        dba:    Priceline
Europe                             ARC:    9903000 


        Address:    C/O
Equant Application Services 


        City:    Godalming            State:    UK        Zip:
    EN
GB GU7 


        County:                               
                           Telephone:
 


        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:
 


        County:                               
                           Telephone:



B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  



        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	1	 	64K Data Circut	 	$	420.00	 	 	 	$	420.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	420.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	0.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     101
Terminal Addresses for Customer Owned Equipment $25.00 each:    $2,525.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

2,945.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 7 of 10
  E-Commerce    
    


        Customer Number: 504831
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal
Name:    Priceline.com                             SID:    ET1



        dba:    Hutchinson—Priceline,
Ltd                             ARC:    9908001 


        Address:    2/F
Somerset House 


        City:    Quary
Bay, Hong
Kong                             State:           
                      Zip:    


        County:                               
                           Telephone:
 


        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:
 


        County:                               
                           Telephone:



B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  



        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	1	 	64K Data Circut	 	$	420.00	 	 	 	$	420.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	420.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	0.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     35
Terminal Addresses for Customer Owned Equipment $25.00 each:    $875.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

1,295.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 8 of 10
  E-Commerce    
    


        Customer Number: 502230
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal
Name:    Priceline.com                             SID:    4R0



        dba:    Hutchinson—Priceline,
Ltd                             ARC:    1330560 


        Address:    408
Lincoln House 


        City:    Quary
Bay, Hong
Kong                             State:           
                  Zip:    


        County:                               
                           Telephone:
 


        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:
 


        County:                               
                           Telephone:



B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  



        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	1	 	64K Data Circut	 	$	420.00	 	 	 	 	$	420.00	 	$	0.00
	5	 	IBM Celeron PCs	 	$	200.00	 	$	720.00	 	$	1,000.00	 	$	3,600.00
	2	 	Ticket Printers	 	$	195.00	 	$	3,995.00	 	$	390.00	 	$	7,990.00
	2	 	Invoice Printers	 	$	50.00	 	$	550.00	 	$	100.00	 	$	1,100.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	1,910.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	12,690.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     35
Terminal Addresses for Customer Owned Equipment $25.00 each:    $875.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

2,785.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 9 of 10
  E-Commerce    
    


        Customer Number: 501630
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal Name:    Priceline.com            SID:    X4W 



        dba:    Priceline.com                         
    ARC:    0235246 


        Address:    811
10th Ave. 


        City:    New
York                             State:    NY      
                       Zip:    10019 



        County:                               
                           Telephone:



        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:



        County:                               
                           Telephone:
 


B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  


        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	4	 	T1 Data Circuts	 	$	1,035.00	 	 	 	 	$	4,140.00	 	$	0.00
	1	 	IBM Celeron SW/GW PC	 	$	200.00	 	$	720.00	 	$	200.00	 	$	720.00
	1	 	Pentium 400/64MB FS/GW	 	$	180.00	 	$	960.00	 	$	180.00	 	$	960.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	4,520.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	1,680.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     2017
Terminal Addresses for Customer Owned Equipment $25.00 each:    $50,425.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

54,945.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









  


 
 

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 10 of 10
  E-Commerce    
    


        Customer Number: 501643
  Home Customer No.: 198242 


ARTICLE I.    EXHIBIT  


        A.    THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the
"Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber
Entity Agreement dated the 1 of October, 2001. 


        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s)
attached hereto and incorporated herein (the "Locations"). 



ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES  


        Equipment, software, and services are identified below, along with related fees: 


A.    LOCATION  


        "Location" means the following location for installation of the Worldspan Equipment and Software. 


        Customer
Legal
Name:    Priceline.com                             SID:    RTJ




        dba:    Priceline.com                         
    ARC:    6750336 


        Address:    55
Metcalfe Street 


        City:    Ottawa                          
   State:    ON                             Zip:    K1P6
L5



        County:                               
                           Telephone:



        e-mail:                               
                           ERSP:



        Customer's
billing information: 


        Address:    same
as above 


        City:                             State: 
                            Zip:



        County:                               
                           Telephone:
 


B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)  


        1.     Booking
Terminal Addresses associated with Worldspan Equipment 





 

        2.     Worldspan
Equipment 



	QTY
 
	 	Description (If applicable, add printer functionality)
	 	Monthly Fee Per Unit
	 	Equipment Value Per Unit
	 	Total Monthly Fee
	 	Total Equipment Value

	1	 	56K Frame Circut	 	$	420.00	 	 	 	 	$	420.00	 	$	0.00
	3	 	Celeron 500 GW/WS	 	$	225.00	 	$	1,680.00	 	$	675.00	 	$	5,040.00
	3	 	Datasouth 330 Printers	 	$	50.00	 	$	550.00	 	$	150.00	 	$	1,650.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Equipment Lease Standard Fee:	 	$	1,245.00	 	 	 
	 	 	Total Worldspan Equipment Value:	 	 	 	 	$	6,690.00





        3.     Worldspan
Software 



	QTY
 
	 	Description
	 	Monthly Fee Per Unit
	 	Software Value Per Unit
	 	Total Monthly Fee
	 	Total Software Value

	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	 	 	 	 	 	 	$	0.00	 	$	0.00
	 	 	Total Monthly Worldspan Software Lease Standard Fee:	 	$	0.00	 	 	 
	 	 	Total Worldspan Software Value:	 	 	 	 	$	0.00





        4.     Worldspan
Services 


        Optional
Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each
such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description
	 	Monthly Fee

Per Unit
	 	Total

Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Total Optional Monthly Services Standard Fee:	 	$	0.00





        5.     11
Terminal Addresses for Customer Owned Equipment $25.00 each:    $275.00


        6.     Customer
Equipment 



	Quantity
 
	 	Description/Serial Number (Add printer functionality, if applicable)

	 	 	N/A
	     	 	 
	     	 	 
	     	 	 
	     	 	 




2





 

C.    FEES  



	1.	 	Monthly Communication Support Standard Fee	 	$	0.00
	

2.	
 	

Wide Area Network Monthly Communication Fee:	
 	
$	

0.00
	

3.	
 	

Customer agrees to pay Worldspan a monthly installation fee of:	
 	
$	

0.00
	

 	
 	
Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	
 	
$	

1,520.00





        4.     Worldspan
Services—Not Subject to Productivity Discount 


        Optional
Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for
each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service. 



	Quantity
 
	 	Description of Service
	 	Monthly Fee per Unit
	 	Total Monthly Fee

	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	 	 	 	 	 	 	$	0.00
	Optional Monthly Services Standard Fee Not Subject to Productivity Discount:	 	$	0.00





        5.     Installation
and Additional Fees: 



	Installation Fee	 	 	 
	 	

Customer agrees to pay Worldspan a one time installation fee of:	
 	
$	

0.00
	
Additional Fees	
 	
 	

 
	 	

Customer agrees to pay Worldspan a one time fee of:	
 	
$	

0.00
	 	

Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.	
 	
 	

 




3









 


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.


 












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


 


1

















 


(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.


 


(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.


 












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


 


2

















 


(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


 


3

















 


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.


 


4

















 


(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.


 


5

















 


(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 [**] 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


 












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


 


6

















 


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.


 


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 [**]


 












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


 


7

















 


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 (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.           [**].  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


 












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


 


8

















 


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 [**].


 


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:


 












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


 


9

















 


(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 [**], then
the balance shall carry forward into the following calendar quarter, and
(ii) if the quarter in question is the fourth quarter of [**], then the
balance shall expire and be of no further effect.


 


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.


 












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


 


10

















 


(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 [**], 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 [**].


 


(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 Retail Airline Bookings other than the increases
implemented as of April 1, 2003.


 


(3)           In connection with
Retail Airline Bookings, Worldspan shall charge airline suppliers in the same
manner (for example, at the same pricing tier) during May and
June 2003 as it did during April 2003.


 


(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 to [**] 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


 












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


 


11

















 


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)           [**]


 


(2)           [**]


 


(3)           [**]


 


(4)           [**]


 


(5)           [**]


 


(6)           [**]


 












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


 


12

















 


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 [**] 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.


 












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


 


13

















 


(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 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


 












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


 


14

















 


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 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.


 












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


 


15

















 


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.


 


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:


 












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


 


16

















 


“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.


 


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


 












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


 


17

















 


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.”


 


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.”


 












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


 


18

















 


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:


 


“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.”


 












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


 


19

















 


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: /s/ Mitch Truwit

  	
   

  	
   

  	
  By: /s/ Charles J.
  Sullivan

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Print Name)

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Title)

  	
   

  	
  (Title)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Date)

  



 


20

















 


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.”


C.


 












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


 


B - 1

















 





 


October 1, 2003


 


 


Mr. Mitch Truwit


Executive Vice President and Chief Operating Officer


priceline.com Incorporated


800 Connecticut Ave.


Norwalk, CT 06854-9998


 


Re:     Second Amendment, dated the 1st of April,
2003, to the Worldspan Subscriber Entity Agreement, dated the 1st of October,
2001, between Worldspan, L.P. (“Worldspan”) and priceline.com Incorporated
(“Priceline”)


 


Dear Mr. Truwit:


 


As you know, despite our diligent efforts, Worldspan has not been
successful in reaching agreement with [**] upon an amendment to [**]
participation agreement with Worldspan (the “Proposed [**] Amendment”) as
contemplated by Section 17(d)(6) of the above-referenced Second Amendment
to the Worldspan Subscriber Entity Agreement (the “Second Amendment”).


However, in an attempt to replicate the financial arrangement that was
intended to result from the execution of the Proposed [**] Amendment, Worldspan
and Priceline have agreed upon the following:


(1)      Worldspan will continue to charge [**] the booking fees
provided for in [**] participation agreement with Worldspan (the “Current [**]
Booking Fees”).


(2)      Within 45 days after the end of each
calendar quarter, beginning with the fourth calendar quarter of 2003, Worldspan
will determine and remit to Priceline an amount (the “[**] Rebate Amount” for
that quarter) equal to the amount by which (i) the Current [**] Booking
Fees paid to Worldspan by [**] for Opaque Hotel Bookings generated by the
Priceline Group in USA/Canada during that quarter, are greater than
(ii) the booking fees that would have been payable to Worldspan by [**]
for Opaque Hotel Bookings generated by the Priceline Group in USA/Canada during
that calendar quarter if the Proposed [**] Amendment had been in effect (the
“Proposed [**] Booking Fees” for that quarter).  The amount of the Proposed [**] Booking Fee is $[**].


(3)      Promptly after receipt of the [**] Rebate
Amount for each calendar quarter, Priceline will remit that amount to [**].


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

















 


 


Mr. Mitch Truwit


October 1, 2003


Page 2


 


 


 


(4)      Commencing as of October 1, 2003, the
Opaque Booking Inducement payable to Priceline by Worldspan for Opaque Hotel
Bookings made by or on behalf of [**] will be determined on the basis of the
Proposed [**] Booking Fees instead of the Current [**] Booking Fees.


Unless otherwise indicated in this letter, any term defined in the
Second Amendment will have the same meaning in this letter.


If the foregoing accurately reflects the understanding and agreement
between Worldspan and Priceline with respect to this matter, please have an
authorized representative of Priceline sign a copy of this letter in the space
provided below and return it to Worldspan.


                                                                                                Sincerely,


                                                                                                /s/
Howard Kress


                                                                                                Howard
Kress


                                                                                                Vice
President — Consumer e-Commerce


 


UNDERSTOOD AND AGREED:


priceline.com Incorporated


 


	
  By:

  	
  /s/
  Mitch Truwit

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Executive
  Vice President and Chief Operating Officer

  	
   

  	 

					



 


 


 


 


 


 


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


 























QuickLinks



Exhibit 10.49


SUBSCRIBER ENTITY AGREEMENT E-Commerce



SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 1 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 2 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 3 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 4 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 5 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 6 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 7 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 8 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 9 of 10 E-Commerce


SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 10 of 10 E-Commerce