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                                                                    Exhibit 10.3

                         AMENDED AND RESTATED AGREEMENT

                                       FOR

                         CRS ACCESS AND RELATED SERVICES

                                     between

                                   ORBITZ, LLC

                                       and

                                 WORLDSPAN, L.P.

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                                TABLE OF CONTENTS

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ARTICLE I     AGREEMENT, TERM, AND DEFINITIONS..................................   1

       1.1    Agreement.........................................................   1
       1.2    Term..............................................................   1
       1.3    Definitions.......................................................   2

ARTICLE II    WORLDSPAN SERVICES................................................   2

       2.1    CRS Access........................................................   2
       2.2.   Service Levels....................................................   2
       2.3    Customer Service and Fulfillment Interface........................   2
       2.4    Relationships with Travel Suppliers...............................   2
       2.5    Enhancements to WORLDSPAN System..................................   2
       2.6    Continuing Integration Services...................................   3
       2.7    Ticket Printers...................................................   3
       2.8    Worldspan Support Services........................................   3
       2.9    DIR Gap Analysis..................................................   4

ARTICLE III ORBITZ RESPONSIBILITIES.............................................   4

       3.1    Orbitz Website ...................................................   4
       3.2    Use of WORLDSPAN System...........................................   4
       3.3    Capacity Planning.................................................   5
       3.4    Third Party Coordination..........................................   6
       3.5    Use of the Internet...............................................   7

ARTICLE IV    PAYMENTS..........................................................   7

       4.1    Cost Reimbursement................................................   7
       4.2    Excess Weighted Message Unit Charges..............................   7
       4.3    Segment Fees......................................................   8
       4.4    ITA Subscription Fee..............................................   9
       4.5    Time of Payment...................................................   9
       4.6    Taxes    .........................................................  10

ARTICLE V     CONTRACT ADMINISTRATION...........................................  10

       5.1    Contract Managers.................................................  10
       5.2    Periodic Meetings.................................................  10
       5.3    Management Reports................................................  10

ARTICLE VI    SECURITY, CONFIDENTIALITY, AND PROPRIETARY RIGHTS.................  10

       6.1    Security .........................................................  10
       6.2    Confidentiality...................................................  11
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<S>                                                                               <C>
       6.3    Proprietary Rights................................................  11
       6.4    Orbitz Information................................................  11

ARTICLE VII   TERMINATION.......................................................  12

       7.1    Termination for Cause.............................................  12
       7.2    Termination for Nonpayment........................................  12
       7.3    Termination for Insolvency........................................  12
       7.4    Termination for Material Service Level Failure....................  12
       7.5    Termination Upon a Change-in-Control..............................  12
       7.6    Termination Assistance............................................  13

ARTICLE VIII  ALLOCATION OF RISKS AND RESOLUTION OF DISPUTES....................  13

       8.1    Mutual Indemnities................................................  13
       8.2    Indemnification Procedures........................................  14
       8.3    Disclaimer........................................................  14
       8.4    Limitations on Liability..........................................  14
       8.5    Resolution of Disputes............................................  15

ARTICLE IX    MISCELLANEOUS.....................................................  16

       9.1    Assignment........................................................  16
       9.2    Notices  .........................................................  16
       9.3    Force Majeure.....................................................  17
       9.4    Further Assurances................................................  17
       9.5    Press Releases....................................................  18
       9.6    Non-Solicitation..................................................  18
       9.7    Third Party Beneficiaries.........................................  18
       9.8    No Waiver; Cumulative Remedies....................................  18
       9.9    Construction......................................................  18
       9.10   Severability......................................................  18
       9.11   Counterparts......................................................  18
       9.12   Governing Law.....................................................  19
       9.13   Amendments........................................................  19
       9.14   Entire Agreement..................................................  19
       9.15   Audit Rights......................................................  19
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SCHEDULES

    SCHEDULE A   DEFINITIONS
    SCHEDULE B   SERVICE LEVELS
    SCHEDULE C   MESSAGE WEIGHTS
    SCHEDULE D   CHARTER AIRLINES

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                         AMENDED AND RESTATED AGREEMENT
                                       FOR
                         CRS ACCESS AND RELATED SERVICES

THIS AMENDED AND RESTATED AGREEMENT (this "Agreement"), dated as of November 1,
2001, is between Orbitz, LLC, a Delaware limited liability company, ("Orbitz")
and Worldspan, L.P., a Delaware limited partnership, ("WORLDSPAN").

WHEREAS, Orbitz has been formed by United Air Lines, Inc., American Airlines,
Inc., Delta Air Lines, Inc., Northwest Airlines, Inc., and Continental Airlines,
Inc. to develop, own, and operate a consumer-oriented Internet travel portal
through which consumers can shop for and book air travel, hotel accommodations,
car rentals, cruises, tours, and other travel-related services;

WHEREAS, Orbitz has selected WORLDSPAN to provide, for this Internet portal,
access to and use of the computer reservations systems operated by WORLDSPAN and
certain related services, as provided in this Agreement, and has selected other
companies to provide the booking engine, fulfillment services, customer service
center, and other products and services required by Orbitz for this Internet
portal;

WHEREAS, Orbitz and Worldspan entered into an Agreement for CRS Access and
Related Services dated August 1, 2000 (the "Original Agreement"); and

WHEREAS, Orbitz and Worldspan desire to amend and restate the Original Agreement
under the terms and conditions of this Agreement;

NOW, THEREFORE, Orbitz and WORLDSPAN (each, a "Party") hereby agree as follows:

                                    ARTICLE I
                        AGREEMENT, TERM, AND DEFINITIONS

1.1   AGREEMENT. During the Term of this Agreement and in accordance with the
      provisions hereof, WORLDSPAN will provide, and Orbitz will obtain, the CRS
      access and related services described in this Agreement.

1.2   TERM. The term of this Agreement will commence on November 1, 2001 (the
      "Effective Date") and will end on (i) October 31, 2011, or (ii) such
      earlier date upon which this Agreement may be terminated in accordance
      with the provisions of this Agreement ("Term").

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1.3   DEFINITIONS. As used in this Agreement, the terms set forth in Schedule A
      will have the respective meanings specified in Schedule A. Other terms
      used in this Agreement are defined in the context in which they are used
      and will have the respective meanings there specified.

                                   ARTICLE II
                               WORLDSPAN SERVICES

2.1   CRS ACCESS. During the Term of this Agreement, WORLDSPAN will provide
      Orbitz, as well as the Booking Engine Provider, the Customer Service
      Center Provider, the Fulfillment Provider, and any other third parties
      that may be engaged by Orbitz to provide products or services for the
      operation of the Orbitz Website and that require such access in order to
      provide those products or services, with access to the WORLDSPAN System
      for purposes of the operation of the Orbitz Website and in accordance with
      the provisions of this Agreement.

2.2   SERVICE LEVELS. During the Term of this Agreement, WORLDSPAN will operate
      the WORLDSPAN System in accordance with the Service Levels as set forth on
      Schedule B.

2.3   CUSTOMER SERVICE AND FULFILLMENT INTERFACE. During the Term of this
      Agreement and subject to the charges set forth in Section 2.7, WORLDSPAN
      will (i) provide the Fulfillment Provider, at its facilities, with
      sufficient ticket printers to fulfill the travel services booked by means
      of the Orbitz Website through the WORLDSPAN System, and (ii) provide, at
      WORLDSPAN Actual Cost, the communication lines necessary to connect the
      Fulfillment and Customer Service Center Provider(s) with the WORLDSPAN
      data center.

2.4   RELATIONSHIPS WITH TRAVEL SUPPLIERS. WORLDSPAN will be responsible for
      managing the relationships that it has established with travel suppliers
      throughout the world pursuant to which the travel suppliers pay WORLDSPAN
      fees for transactions booked through the WORLDSPAN System. Although Orbitz
      may establish its own, independent relationships with travel suppliers,
      WORLDSPAN will retain exclusive control over the identity of and the terms
      of its agreements with travel suppliers. The Parties agree to comply with
      the reasonable directions of the travel suppliers with respect to control
      of their respective inventories and related matters.

2.5   ENHANCEMENTS TO WORLDSPAN SYSTEM. WORLDSPAN from time to time may enhance
      or modify the WORLDSPAN System and may change the hardware and/or software
      comprising the WORLDSPAN System and migrate processing for or on behalf of
      Orbitz to such new hardware and/or software. In addition, WORLDSPAN from
      time to time shall offer optional functions, services or equipment to
      Orbitz on or before the time WORLDSPAN generally offers such functions,
      services or equipment to any of its other actual or potential customers at
      such fees, terms and conditions as may be mutually

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      agreed upon. Orbitz's use of any such optional function, service or
      equipment will constitute agreement to such agreed upon fees, terms and
      conditions. WORLDSPAN will use reasonable business efforts to ensure that
      the services provided by WORLDSPAN to Orbitz are not materially adversely
      affected by any such enhancements, modifications or changes or by any such
      optional functions, services or equipment.

2.6   CONTINUING INTEGRATION SERVICES. Throughout the Term of the Agreement,
      Worldspan shall use commercially reasonable efforts to resolve technical
      issues regarding the operation of the Worldspan System, including, without
      limitation, technical issues or suspected errors in the Worldspan System
      that cause travel suppliers to experience problems with fare display,
      availability or sales confirmation on the Orbitz Website (each, a
      "Technical Issue"). Each party shall appoint an employee who shall serve
      as the primary point of contact for the other party with respect to
      Technical Issues (each, a "Technical Contact"). Either party may change
      its Technical Contact at any time upon notice to the other party. In
      addition, the parties agree to participate jointly in communications with
      travel suppliers regarding the status of any Technical Issue.

2.7   TICKET PRINTERS. Subject to availability, Orbitz may purchase Worldspan's
      excess and reconditioned TI1600 ATB printers at a cost equal to market
      value not to exceed $3,000 per printer plus shipping and handling. New
      printers may be purchased by Orbitz from Worldspan at Worldspan's cost
      plus shipping and handling and subject to availability. If requested by
      Orbitz, Worldspan shall provide maintenance on such printers and charge
      Orbitz Worldspan's cost. Notwithstanding the foregoing, any printers
      provided by Worldspan to Orbitz prior to the Effective Date may continue
      to be used by Orbitz or its Fulfillment Provider during the Term of this
      Agreement at no charge except for any maintenance charges as provided
      herein. Orbitz may use any of the printers acquired from Worldspan to
      connect with other third parties. All other equipment provided by
      Worldspan must be connected to the Worldspan network and may not be used
      with any other third party. With respect to any printers that are not
      connected to the Worldspan network, Worldspan will provide maintenance
      relating to hardware issues and Orbitz shall be responsible for all other
      maintenance issues impacting such equipment.

2.8   WORLDSPAN SUPPORT SERVICES. Worldspan shall provide to Orbitz at no cost a
      technical sales specialist and Contract Manager to facilitate bookings
      made from the Orbitz Website through the Worldspan System. Worldspan
      acknowledges that the foregoing obligations are intended to reflect the
      support services currently provided to similarly situated Worldspan
      customers with materially similar booking volumes, commitment levels and
      contractual obligations ("Similar Customers"), and that at such time as
      Worldspan offers increased or enhanced support services to Similar
      Customers, equivalent support services shall be offered to Orbitz on terms
      and conditions substantially similar as those offered to Similar
      Customers.

2.9   DIR GAP ANALYSIS. Worldspan shall provide Orbitz with a DIR GAP analysis
      based on the functionality requested by Orbitz. Worldspan shall use
      reasonable commercial efforts to deliver such functionality and usage
      requirements according to the priority lists mutually agreed upon by the
      parties.

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                                   ARTICLE III
                             ORBITZ RESPONSIBILITIES

3.1   ORBITZ WEBSITE. Orbitz will establish and maintain the Orbitz Website,
      including performing, or causing third parties to perform, the applicable
      tasks that are the responsibility of Orbitz or such third parties.

3.2   USE OF WORLDSPAN SYSTEM. Orbitz has incorporated the Worldspan System into
      the Orbitz Website and will use reasonable business efforts to encourage
      Users to book travel by means of the Orbitz Website so as to generate Net
      Segments booked through the Worldspan System. Orbitz will use reasonable
      business efforts to negotiate with Worldspan for the Worldspan System to
      be the primary CRS for Corporate Users. Orbitz shall use Worldspan as the
      primary CRS for any Corporate User that does not have a preference for a
      CRS. Orbitz agrees that from the Effective Date through July 31, 2003, at
      least [***] percent ([***]%) of the CRS Segments booked on behalf of all
      Users, including Corporate Users, by means of the Orbitz Website through a
      CRS will be booked through the Worldspan System. Commencing on August 1,
      2003 and continuing throughout the remainder of the Term, Orbitz agrees
      that at least (i) [***] percent ([***]%) of the CRS Segments booked on
      behalf of Users other than Corporate Users by means of the Orbitz Website
      through a CRS will be booked through the Worldspan System and (ii) [***]
      percent ([***]%) of the CRS Segments booked on behalf of Corporate Users
      by means of the Orbitz Website through a CRS will be booked through the
      Worldspan System. Orbitz will use reasonable business efforts to prevent
      unauthorized or improper use of the Worldspan System and to ensure that
      its employees, agents and Users access and use the Worldspan System in
      compliance with all reasonable instructions provided by Worldspan,
      including the following:

      (a)   The WORLDSPAN System may not be used to transmit personal messages,
            make speculative or improper bookings, train anyone other than
            Orbitz employees, agents, or Users, or publish or disseminate a
            compilation of air carrier service or other information.

      (b)   Proper use of the WORLDSPAN System consists of making proper and
            legitimate reservations, issuing travel related documents, and
            performing normal accounting and record keeping functions. Improper
            use of the WORLDSPAN System includes, without limitation, making
            speculative bookings, reserving space in anticipation of demand, and
            improper creation or modification of records.

      (c)   Orbitz's employees, agents, and Users may not enter passive bookings
            (e.g., GC, HK, MK or BK codes) into the WORLDSPAN System when no
            corresponding

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            space has been reserved with the corresponding travel supplier's
            internal reservations system. Any passive bookings will be removed
            from the WORLDSPAN System if the corresponding space is cancelled.

      (d)   The material and information supplied by WORLDSPAN will not be
            manipulated in a manner that would lead to inaccurate, misleading,
            or discriminatory presentation of information to consumers.

      (e)   Orbitz will promptly report to WORLDSPAN any incidents of suspected
            unauthorized access to or use of the WORLDSPAN System and will use
            reasonable commercial efforts to curtail access to or use of the
            WORLDSPAN System by any User upon WORLDSPAN's reasonable request.

3.3   CAPACITY PLANNING. By the end of each calendar month throughout the Term,
      Orbitz will provide to WORLDSPAN, for purposes of WORLDSPAN's capacity and
      resource planning, a written notice of Orbitz's best estimate of the
      number of Net Air Segments, Net Car Segments, and Net Hotel Segments that
      will be booked by means of the Orbitz Website through the WORLDSPAN
      System, and the number of any other Message types the Parties may mutually
      agree to be included in WORLDSPAN's capacity and resource planning, during
      each of the next twelve (12) months. Except as provided in the next
      sentence, the notices are provided for informational purposes only and
      shall not be binding upon Orbitz. With respect to each such notice,
      Orbitz's estimate for each of the first three (3) months covered by the
      notice will be considered binding and, except as set forth below, may not
      be modified in any subsequent such notice or otherwise without the consent
      of both Parties. Commencing at the beginning of the Term of this
      Agreement, in the event that the number of Net Air Segments, Net Car
      Segments, or Net Hotel Segments actually booked by means of the Orbitz
      Website through the WORLDSPAN System during any month is less than [***]
      of Orbitz's binding estimate thereof, then Orbitz will reimburse WORLDSPAN
      for any WORLDSPAN Actual Costs that (i) were actually incurred by
      WORLDSPAN, and (ii) would have been reasonably incurred by WORLDSPAN in
      acquiring or dedicating the capacity and resources necessary to
      accommodate [***] of Orbitz's binding estimate for such month, but (iii)
      would not have been so incurred to accommodate only the number of such
      Segments that were actually booked during such month. In the event that
      WORLDSPAN plans to incur an expense or cost of one million dollars
      ($1,000,000) or more due to Orbitz's estimate and for which Orbitz might
      become obligated to reimburse WORLDSPAN pursuant to this Section 3.3, then
      WORLDSPAN shall promptly notify Orbitz of such planned expense or cost and
      provide Orbitz with a reasonably detailed explanation of the reasons for
      such cost or expense, and Orbitz shall have fourteen (14) days to resubmit
      a forecast with modified binding and non-binding estimates. WORLDSPAN's
      failure to so notify Orbitz will relieve Orbitz of any liability to
      reimburse WORLDSPAN for such expense or cost. WORLDSPAN shall use
      commercially reasonable efforts to avoid and/or mitigate any
      Orbitz-reimbursable costs or expenses.

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3.4   THIRD PARTY COORDINATION. Orbitz will manage its relationships with the
      Booking Engine Providers, the Customer Service Center Providers, the
      Fulfillment Providers, and any other applicable third parties involved in
      the implementation or operation of the Orbitz Website and will be
      responsible for the timely performance of their respective obligations
      relating to WORLDSPAN's performance under this Agreement. In connection
      therewith, Orbitz acknowledges and agrees that:

      (a)   Orbitz or its Booking Engine Providers will be responsible for
            providing the booking engine utilized by the Orbitz Website.

      (b)   Orbitz or its Customer Service Center Providers will be responsible
            for customer support relating to the Orbitz Website. Except to the
            extent otherwise mutually agreed, WORLDSPAN will not be responsible
            for providing any "help desk" or similar support or assistance with
            respect to any hardware, software, product, or service that is not
            provided by WORLDSPAN hereunder. Upon WORLDSPAN's reasonable request
            from time to time, Orbitz will notify its employees, agents, and
            Users of the appropriate places to obtain such support and
            assistance and that WORLDSPAN is not responsible for providing the
            same.

      (c)   Orbitz or its Fulfillment Providers will be responsible for
            fulfillment of all travel services booked by means of the Orbitz
            Website.

      (d)   Unless and until WORLDSPAN is requested to provide such services as
            provided below, Orbitz or its Domestic Fares Providers will be
            responsible for providing fares and pricing information relating to
            Domestic Air Travel for the Orbitz Website. Upon Orbitz's request,
            WORLDSPAN will commence providing Domestic Air Travel fares and
            pricing information for the Orbitz Website and will use reasonable
            business efforts to do so on the schedule reasonably requested by
            Orbitz and in compliance with the Service Levels. However, if
            WORLDSPAN is given less than ninety (90) days prior notice that it
            is to begin providing Domestic Air Travel fares and pricing
            information for the Orbitz Website, then, for the period ending
            ninety (90) days after WORLDSPAN is given such notice, WORLDSPAN
            will be excused from and not held accountable for any failure to
            meet any Service Level to the extent that such failure results from
            WORLDSPAN's provision of Domestic Air Travel fares and pricing
            information for the Orbitz Website.

      (e)   With respect to the booking engine and any other component of, or
            used by, the Orbitz Website that directly interfaces with the
            WORLDSPAN System, Orbitz will use reasonable business efforts to
            ensure that (i) the component uses the highest participation level
            in the WORLDSPAN System that is available to the component, (ii) the
            component's interface to the WORLDSPAN System results in a
            reasonably efficient use of the WORLDSPAN System, as periodically
            confirmed by WORLDSPAN's audit, (iii) any software included in the
            component meets commercially reasonable standards for stability,
            acceptability, documentation, and integrity and has been
            sufficiently stress tested to ensure that it will meet

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            anticipated volume requirements, and (iv) any hardware used by the
            component meets WORLDSPAN's reasonable requirements for
            compatibility.

      (f)   Each Party will cooperate with the other Party, and will cause each
            third party under such Party's control or direction to cooperate
            with the other Party, in the performance of the other Party's
            obligations hereunder by, among other things, making available such
            information, data, access to premises, management decisions,
            approvals, and acceptances as may be reasonably requested by the
            other Party.

3.5   USE OF THE INTERNET. Since the Orbitz Website will primarily utilize the
      Internet, which is not managed or controlled by either Party, both Parties
      acknowledge and agree that:

      (a)   Any views or comments expressed by either Party in electronic
            communications sent through the WORLDSPAN System over the Internet
            will not reflect any review, approval, or endorsement of the other
            Party.

      (b)   Each Party reserves the right upon the written approval of the other
            Party, to access the other Party's configuration/system in order to
            investigate and resolve system errors or service-related problems.

                                   ARTICLE IV
                                    PAYMENTS

4.1   COST REIMBURSEMENT. Orbitz will reimburse WORLDSPAN for the WORLDSPAN
      Actual Costs incurred by WORLDSPAN in connection with the following:

      (a)   Any telecommunication lines and related equipment and services
            associated with communication between WORLDSPAN and Orbitz or Orbitz
            systems.

      (b)   Any telecommunication lines and related equipment and services
            associated with communication between WORLDSPAN and (i) the
            Fulfillment Providers, (ii) the Customer Service Center Providers,
            (iii) Orbitz's telecommunications center in Oakbrook, Illinois, and
            (iv) unless otherwise mutually agreed, any other entity for which
            such communication is requested by or on behalf of Orbitz.

4.2   EXCESS WEIGHTED MESSAGE UNIT CHARGES. During the Term of this Agreement,
      Orbitz will pay Worldspan for any excess Weighted Message Units in
      accordance with the following:

      (a)   For any month in which Worldspan does not provide Domestic Air
            Travel fares and pricing information for the Orbitz Website and
            during which the number of Weighted Message Units for the Messages
            processed by the Worldspan System is

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            greater than [***] times the number of Aggregate Segments booked by
            means of the Orbitz Website through the Worldspan System during that
            month, Orbitz will pay Worldspan an excess Weighted Message Unit
            charge equal to (i) $[***], multiplied by (ii) the amount by which
            the number of Weighted Message Units for the Messages processed by
            the Worldspan System during that month exceeds [***] times the
            number of Aggregate Segments booked by means of the Orbitz Website
            through the Worldspan System during that month.

      (b)   For any month in which Worldspan does provide Domestic Air Travel
            fares and pricing information for the Orbitz Website and during
            which the number of Weighted Message Units for the Messages
            processed by the Worldspan System is greater than [***] times the
            number of Aggregate Segments booked by means of the Orbitz Website
            through the Worldspan System during that month, Orbitz will pay
            Worldspan an excess Weighted Message Unit charge equal to (i)
            $[***], multiplied by (ii) the amount by which the number of
            Weighted Message Units for the Messages processed by the Worldspan
            System during that month exceeds [***] times the number of Aggregate
            Segments booked by means of the Orbitz Website through the Worldspan
            System during that month. For purposes of this Agreement, the
            parties must consent in writing to the provision of Domestic Air
            Travel fares and pricing information to the Orbitz Website by
            Worldspan.

      (c)   For any month during which the Response Time Monitor is operational,
            Orbitz will be entitled to request in writing a credit against any
            excess Weighted Message Unit charge otherwise payable pursuant to
            either subsection (a) or subsection (b) of this Section 4.2, which
            credit shall be equal to the lesser of (i) the amount of such
            charge, or (ii) $185.00.

4.3   SEGMENT FEES. During the Term of the Agreement, Worldspan will pay Orbitz
      Base Segment Fees in accordance with the following:

      (a)   As an inducement for Orbitz to book Segments through the Worldspan
            System and subject to Section 4.3(b), for each calendar month during
            the period commencing on the Effective Date and continuing through
            the remainder of the Term of this Agreement, Worldspan will pay
            Orbitz the Adjusted Segment Fee for each Net Segment for that month.
            However, since the Adjusted Segment Fees payable for each month are
            based, in part, upon the total number of Net Segments for the entire
            Contract Year in which that month falls, the Parties will not be
            able to confirm the actual Adjusted Segment Fees payable for any
            month during a Contract Year until after the end of that Contract
            Year. Therefore, for each month during each Contract Year, Worldspan
            will pay Orbitz, on an interim basis, Adjusted Segment Fees
            determined on the basis of an assumption that the Net Segments for
            that Contract Year will be equal to 12 times the Net Segments for
            that month. Promptly after the end of each Contract Year, the
            Parties will confirm

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            the actual Adjusted Segment Fees payable for each month during that
            Contract Year and each Party will issue any additional payments or
            credits that may be necessary to reconcile the amounts previously
            paid for those months with the actual amounts payable for those
            months.

      (b)   Retroactive to June 4, 2001 and continuing until July 31, 2003, this
            Section shall apply to Net Air Segments and Booking Fees of Charter
            Airlines. In determining the number of Net Air Segments of Charter
            Airlines, Worldspan will include ninety-five percent (95%) of the
            Net Air Segments booked by Orbitz users on Charter Airlines. The
            remaining five percent (5%) of the Net Air Segments booked by Orbitz
            users on Charter Airlines will not be taken into consideration in
            determining the Adjusted Segment Fee payable to Orbitz. In addition,
            Worldspan will pay Orbitz a fee equal to five percent (5%) of the
            Booking Fees paid by Charter Airlines to Worldspan for Net Air
            Segments. This Section 4.3(b) shall not apply to the following: (i)
            any Net Air Segments or Booking Fees from a Charter Airline that
            implements a direct connection to Orbitz; (ii) any Charter Airline
            that ceases to be a Charter Airline; (iii) any Charter Airline that
            Orbitz is not contractually obligated to pay air segment rebates;
            (iv) any Net Air Segments or Booking Fees from Charter Airlines
            after September 30, 2003; or (v) as otherwise agreed by Orbitz and
            Worldspan.

4.4   ITA SUBSCRIPTION FEE. The parties agree to use their diligent best efforts
      to reach a definitive agreement by December 31, 2001 whereby Orbitz shall
      pay Worldspan a subscription fee in exchange for access to Worldspan's
      availability information on air carrier seat inventory.

4.5   TIME OF PAYMENT. Promptly after the end of each calendar month during the
      Term of this Agreement, WORLDSPAN will submit to Orbitz:

      (a)   An invoice for all amounts that are payable to WORLDSPAN by Orbitz
            hereunder for that month.

      (b)   A report of all amounts that are payable to Orbitz by WORLDSPAN
            hereunder for that month.

      All such amounts, whether payable to WORLDSPAN or Orbitz, will be due and
      payable within thirty (30) days after the date of the invoice therefor or
      the report thereof, as the case may be. However, the Party owing the
      larger amount to the other Party may, at its discretion and after giving
      the other Party at least ten (10) days' notice thereof, set-off the amount
      owed to it by the other Party against the amount it owes the other Party
      and pay only the net amount to the other Party. Any amount payable to
      either Party that is not paid when due, and any amount that is erroneously
      paid to either Party and is not repaid within thirty (30) days after that
      Party receives a written request for repayment, will thereafter bear
      interest until paid or repaid, as the case may be, at a rate of interest
      equal to the United States prime rate that, as of the date such amount was
      due, was then most recently published in the "Money Rates" section of THE
      WALL STREET JOURNAL; provided,

                                        9
<Page>

      however, that in no event will such rate of interest exceed the maximum
      rate allowed by applicable law.

4.6   TAXES. Each Party will be responsible for, and will pay or reimburse the
      other for, any sales, use, excise, value-added, or similar taxes (but not
      including taxes on net income or franchise taxes) that are based upon any
      services, materials or goods provided to that Party hereunder or upon any
      amounts payable to the other Party hereunder. Each Party will cooperate
      with the other in minimizing any applicable taxes, including providing to
      the other any exemption certificates or other information reasonably
      requested by the other.

                                    ARTICLE V
                             CONTRACT ADMINISTRATION

5.1   CONTRACT MANAGERS. Each Party will from time to time appoint, and give the
      other written notice of the appointment of, an individual (the "Contract
      Manager" for that Party) who will oversee and manage the performance of
      that Party's obligations under this Agreement, will serve as that Party's
      primary point of contact with the other Party, and will be authorized to
      act for and on behalf of that Party with respect to all matters relating
      to this Agreement.

5.2   PERIODIC MEETINGS. In order to facilitate and enhance on-going
      communications, the Contract Managers will meet on a mutually agreed
      periodic basis, and at such other times as may be reasonably requested by
      either of them, to review the Parties' performance of their obligations
      under this Agreement and to discuss technical plans, financial matters,
      system performance, service levels and any other matters related to this
      Agreement that may be reasonably requested by either Party.

5.3   MANAGEMENT REPORTS. On at least a calendar monthly basis, WORLDSPAN will
      provide to Orbitz reports of WORLDSPAN's performance of its obligations
      pursuant to this Agreement, including information regarding WORLDSPAN's
      performance with respect to the Service Levels and such other information
      upon which the Parties may mutually agree from time to time.

                                   ARTICLE VI
                SECURITY, CONFIDENTIALITY, AND PROPRIETARY RIGHTS

6.1   SECURITY. 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,

                                       10
<Page>

      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. Neither Party will, or will assist
      others in efforts to, subvert, compromise, or otherwise interfere with the
      operations or security of any communications network or computing facility
      of the other. Each Party will cooperate with the other in investigating
      and prosecuting any security breaches that affect or threaten the security
      of the other.

6.2   CONFIDENTIALITY. Each Party agrees that all Confidential Information
      disclosed to it by the other, whether before or after the Effective Date,
      will be held in strict confidence, will be used only for purposes of this
      Agreement, will be kept in as secure a location and with as stringent
      precautions as the receiving Party uses for its own similar information,
      will be provided only to those employees and agents of the receiving Party
      who require such access for purposes of this Agreement, and will not be
      disclosed to any unauthorized person by the receiving Party or any of its
      employees or agents except with the prior written consent of the
      disclosing Party or as may be required by legal or regulatory requirements
      beyond the control of the receiving Party.

6.3   PROPRIETARY RIGHTS. Orbitz acknowledges and agrees that, as between the
      Parties, the WORLDSPAN System will be and remain the property of WORLDSPAN
      and that the WORLDSPAN System constitutes and includes trade secrets and
      proprietary and confidential information of WORLDSPAN. Orbitz will, and
      will allow its employees, agents, and Users to, access and use the
      WORLDSPAN System only for the purposes contemplated by this Agreement. In
      addition, Orbitz will not, and will not allow its employees, agents, or
      Users to, copy, duplicate, reproduce, de-compile, reverse engineer,
      re-engineer, modify, or disclose in any form the WORLDSPAN System or any
      portion thereof. Upon termination of this Agreement for any reason, Orbitz
      will promptly return to WORLDSPAN any material relating to the WORLDSPAN
      System that may be in Orbitz's possession or control.

6.4   ORBITZ INFORMATION. WORLDSPAN acknowledges and agrees that, as between the
      Parties, the Orbitz Information shall be deemed the confidential and
      proprietary information of Orbitz and shall be considered as
      work-made-for-hire. To the extent the Orbitz Information is not considered
      work-made-for-hire, WORLDSPAN hereby assigns upon creation all ownership
      rights that WORLDSPAN may have or hereafter acquires in the Orbitz
      Information to Orbitz. WORLDSPAN shall cooperate with Orbitz in securing,
      enforcing and otherwise protecting Orbitz's interest in the Orbitz
      Information, including, without limitation, by signing all documents
      reasonably requested by Orbitz. Upon request by Orbitz, WORLDSPAN shall
      provide all Orbitz Information in the form, format and manner as may be
      reasonably requested by Orbitz. However, notwithstanding the foregoing,
      WORLDSPAN may disclose Orbitz Information if and to the extent required by
      legal or regulatory requirements and may use aggregate information and
      statistics reflecting the use of the WORLDSPAN System by means of the
      Orbitz Website as long as

                                       11
<Page>

      such use is in accordance with applicable legal or regulatory requirements
      and in accordance with WORLDSPAN's ordinary and customary business
      practices.

                                   ARTICLE VII
                                   TERMINATION

7.1   TERMINATION FOR CAUSE. In the event that either Party materially defaults
      in the performance of any of its duties or obligations hereunder and does
      not substantially cure the default within thirty (30) days after being
      given written notice specifying the default, or, with respect to any
      default that cannot reasonably be cured within thirty (30) days, if the
      defaulting Party fails to proceed promptly after being given such notice
      to commence curing the default and thereafter to proceed with all due
      diligence to substantially cure the same, then the Party not in default
      may, by giving written notice of termination to the defaulting Party at
      any time thereafter and before the default is substantially cured,
      terminate this Agreement as of a date specified in the notice of
      termination.

7.2   TERMINATION FOR NONPAYMENT. In the event that either Party defaults in the
      payment when due of any amount due to the other Party hereunder and does
      not cure the default within thirty (30) days after being given written
      notice specifying the default, then the Party not in default may, by
      giving written notice of termination to the defaulting Party at any time
      thereafter and before the default is cured, terminate this Agreement as of
      a date specified in the notice of termination.

7.3   TERMINATION FOR INSOLVENCY. In the event that either Party becomes or is
      declared insolvent or bankrupt, is the subject of any proceedings relating
      to its reorganization, liquidation, insolvency or for the appointment of a
      receiver or similar officer for it, makes an assignment for the benefit of
      all or substantially all of its creditors, or enters into an agreement for
      the composition, extension, or readjustment of all or substantially all of
      its obligations, then the other Party may, by giving written notice of
      termination to such Party, terminate this Agreement as of a date specified
      in the notice of termination.

7.4   TERMINATION FOR MATERIAL SERVICE LEVEL FAILURE. In the event that a
      Material Service Level Failure occurs, then Orbitz may, by giving written
      notice of termination to WORLDSPAN within six (6) months thereafter,
      terminate this Agreement without any liability as of a date specified in
      the notice of termination.

7.5   TERMINATION UPON A CHANGE-IN-CONTROL. In the event there is a
      Change-in-Control of Worldspan, then Worldspan, or any successor in
      interest to Worldspan (the "Successor"), in its sole discretion within one
      (1) year from the date of the Change-in-Control, either (i) shall provide
      for the migration of Orbitz's operations to a computer reservation system
      operated by the Successor but other than the Worldspan System operated by
      Worldspan immediately prior to the Change-in-Control (the "Successor
      System"), provided that the functionality available in the Successor
      System shall be competitive on an overall basis with the functionality in
      other global distribution systems, and shall pay for all Migration Costs
      associated with such migration, or (ii) in the event Worldspan or its
      Successor

                                       12
<Page>

      elects not to migrate Orbitz's operations to the Successor System, then
      the Successor shall use reasonable commercial efforts to offer equivalent
      functionality, enhancements and modifications to Orbitz through the
      Worldspan System as are available to other comparable users of the
      Successor System throughout the Term of this Agreement. Any failure by
      Worldspan or a Successor to comply with the foregoing obligations shall
      constitute a material breach of this Agreement and in such event, not more
      than 60 days following such breach, Orbitz shall have the right to
      terminate this Agreement pursuant to this Section 7.5 by providing
      Worldspan with written notice of the termination 3 months prior to the
      effective date of termination specified in the notice. Such termination is
      at the sole discretion of Orbitz and is in lieu of any other remedy
      available at law or in equity.

7.6   TERMINATION ASSISTANCE. Upon the expiration or termination of this
      Agreement for any reason, WORLDSPAN will provide to Orbitz, during any
      applicable notice period and for up to three (3) months after the
      expiration or termination, such termination assistance as may be
      reasonably requested by Orbitz to facilitate the orderly transition of
      responsibility for the services provided by WORLDSPAN hereunder to Orbitz
      or its designee. If and to the extent that the termination assistance is
      provided after the expiration or termination of this Agreement or
      otherwise requires resources in addition to those resources then being
      regularly utilized in performing services hereunder, Orbitz will pay
      WORLDSPAN for the termination assistance at WORLDSPAN's then current rates
      for the resources used therefor or on such other basis as WORLDSPAN and
      Orbitz may agree upon at that time. However, if this Agreement is
      terminated by WORLDSPAN pursuant to Section 7.1, 7.2 or 7.3 hereof, then
      WORLDSPAN may, as a condition to WORLDSPAN's obligation to provide any
      termination assistance for Orbitz during any month, require Orbitz to pay
      to WORLDSPAN, prior to the first day of that month, an amount equal to
      WORLDSPAN's reasonable estimate of the total amount payable to WORLDSPAN
      for termination assistance during that month.

                                  ARTICLE VIII
                 ALLOCATION OF RISKS AND RESOLUTION OF DISPUTES

8.1   MUTUAL INDEMNITIES. Each Party agrees to indemnify, defend, and hold
      harmless the other Party and its successors, assigns, affiliates,
      officers, employees, and agents from and against any and all claims,
      actions, damages, liabilities, costs and expenses, including reasonable
      attorneys' fees and expenses, arising out of any third party claim related
      to:

      (a)   Any death or personal injury, or any destruction of or damage to any
            real or tangible personal property, alleged to have been caused by
            or on behalf of the indemnifying Party or its employees or agents.

      (b)   Any infringement of a United States letters patent, a trade secret,
            or any copyright, trademark, service mark, trade name or similar
            proprietary rights conferred by statute, by common law, or by
            contract alleged to have occurred as a result of rights conveyed,
            materials provided, or work performed by or on behalf of the
            indemnifying Party.

                                       13
<Page>

8.2   INDEMNIFICATION PROCEDURES. Any Party claiming indemnification pursuant to
      this Agreement will give the indemnifying Party prompt written notice of
      any matters with respect to which this indemnity may apply, will give the
      indemnifying Party full opportunity to control the response thereto and
      the defense thereof, and will provide reasonable cooperation and
      assistance in connection with the defense and/or settlement of the claim.
      However, the indemnified Party may, at its own expense, participate in
      such defense and in any settlement discussions, either directly or through
      counsel of its choice.

8.3   DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY
      MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY INDEMNITIES, WARRANTIES,
      INDEMNIFICATIONS, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR
      IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE.

8.4   LIMITATIONS ON LIABILITY. ANY LIABILITY OF EITHER PARTY ARISING FROM OR
      RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
      INTENDED CONDUCT, STRICT LIABILITY, OR OTHERWISE, WILL BE LIMITED TO THE
      OTHER PARTY'S ACTUAL, DIRECT DAMAGES AND WILL BE SUBJECT TO THE FOLLOWING:

      (a)   EXCEPT FOR DAMAGES RESULTING FROM THE LIABLE PARTY'S GROSS
            NEGLIGENCE, WILLFUL MISCONDUCT, OR FAILURE TO PERFORM ANY OF ITS
            CONFIDENTIALITY, INDEMNIFICATION, OR PAYMENT OBLIGATIONS HEREUNDER,
            THE AMOUNT OF DAMAGES RECOVERABLE AGAINST THE LIABLE PARTY FOR ALL
            EVENTS, ACTS, AND OMISSIONS WILL NOT EXCEED, IN THE AGGREGATE, THE
            SUM OF TWENTY MILLION DOLLARS ($20,000,000).

      (b)   IN NO EVENT WILL THE LIABLE PARTY BE LIABLE FOR (I) ANY INDIRECT,
            CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, EXCEPTING
            DAMAGES ARISING OUT OF THE LIABLE PARTY'S INDEMNIFICATION
            OBLIGATIONS SET FORTH IN THIS ARTICLE VIII, OR (II) ANY DAMAGES THAT
            COULD HAVE BEEN PREVENTED OR MITIGATED BY THE OTHER PARTY'S TAKING
            REASONABLE PRECAUTIONS OR FOLLOWING REASONABLE PROCEDURES.

8.5   RESOLUTION OF DISPUTES. In the event of any dispute between the Parties
      arising from or relating to this Agreement, the Parties will resolve the
      dispute by using the following procedures:

      (a)   Upon the request of either Party, the Contract Managers will meet to
            discuss the dispute, will exchange any information that they
            mutually agree is relevant to the

                                       14
<Page>

            issues in dispute, and will use all reasonable efforts to resolve
            the dispute without the need for further proceedings.

      (b)   If the Contract Managers fail to resolve the dispute within ten (10)
            business days after the initial request that they meet to resolve
            the dispute in accordance with subsection (a) above, or mutually
            conclude in good faith that they are unlikely to resolve the
            dispute, then, upon the request of either Party, each of the Parties
            will designate a senior executive, who may be supported by legal and
            technical advisers, to meet with the senior executive designated by
            the other Party and negotiate in good faith to resolve the dispute
            on an amicable basis.

      (c)   If the designated senior executives fail to resolve the dispute
            within ten (10) business days after the initial request that they
            meet to resolve the dispute in accordance with subsection (b) above,
            or mutually conclude in good faith that resolution through such
            negotiations does not appear likely, then, upon the request of
            either Party, the dispute will be submitted to non-binding mediation
            as set forth herein. In the mediation process, the Parties will try
            to resolve their differences voluntarily with the aid of an
            impartial mediator, who will attempt to facilitate negotiations. The
            mediator will be selected by agreement of the Parties. If the
            Parties cannot agree on a mediator, a mediator will be designated by
            the American Arbitration Association or JAMS/Endispute, or other
            mutually acceptable reputable dispute resolution firm, at the
            request of either Party. Any mediator so designated must be
            acceptable to both Parties. The mediation will be conducted as
            specified by the mediator and agreed upon by the Parties. The
            Parties agree to discuss their differences in good faith and to
            attempt, with the assistance of the mediator, to reach an amicable
            resolution of the dispute. The mediation will be treated as a
            settlement discussion and therefore will be confidential. The
            mediator may not testify for either Party in any later proceeding
            relating to the dispute. No recording or transcript shall be made of
            the mediation proceedings. The mediation shall be conducted in
            Chicago, Illinois. Each Party shall, except as otherwise provided
            herein, be responsible for its own expenses, including legal fees,
            incurred in the course of the dispute resolution period and
            mediation. The fees of the mediator shall be divided evenly between
            the Parties.

      (d)   Neither Party may commence any legal action arising out of this
            Agreement until thirty (30) days after the commencement of the
            mediation as set forth above, or such shorter period as the Parties
            may mutually agree in writing. Notwithstanding the foregoing
            provisions of this Section 8.5, either Party may seek interim
            judicial relief, including injunctions, specific performance, and
            other equitable remedies, to the extent necessary to preserve the
            status quo or prevent irreparable injury until any related dispute
            can be resolved as provided in this Section 8.5.

      (e)   Any action or proceeding seeking to enforce any provision of, or
            based on any right arising out of, this Agreement may be brought
            against either Party only in the appropriate state or federal courts
            located in Cook County, Illinois. Each Party consents to the
            exclusive jurisdiction of such courts (and of the appropriate

                                       15
<Page>

            appellate courts) in any such action or proceeding and waives any
            objection to venue laid therein.

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1   ASSIGNMENT. This 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 this Agreement, or any of its rights or obligations under this
      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 this Agreement to the same extent as that Party.

9.2   NOTICES. Any notice required or permitted by this Agreement will be deemed
      given (i) when delivered, if delivered by hand or by facsimile
      (transmission confirmed), (ii) on the next business day, if sent by
      overnight courier service for next business day delivery, or (iii) on the
      third business day, if sent by prepaid United States mail, return receipt
      requested, in each case to the applicable Party at the address or
      facsimile number specified as follows:

            If to Orbitz:

                    Orbitz, LLC
                    200 South Wacker Drive, 19th Floor
                    Chicago, Illinois 60606
                    Attention:   President

                    Facsimile No.: 312-632-1592

              with a copy to:

                    Orbitz, LLC
                    200 South Wacker Drive, 19th Floor
                    Chicago, Illinois 60606
                    Attention:   General Counsel

                    Facsimile No.: 312-632-1592

            If to WORLDSPAN:

                    Worldspan, L.P.
                    300 Galleria Parkway, N.W.
                    Atlanta, Georgia  30339
                    Attention: President and Chief Executive Officer

                    Facsimile No.: 770-563-7878

                                       16
<Page>

                with a copy to:

                    Worldspan, L.P.
                    300 Galleria Parkway, N.W.
                    Atlanta, Georgia  30339
                    Attention: General Counsel

                    Facsimile No.: 770-563-7878

      Either Party may change its address or facsimile number for notice
      purposes by giving the other Party prior written notice of the new address
      and/or facsimile number and the date upon which the change will be
      effective.

9.3   FORCE MAJEURE. Neither Party will be responsible or liable for, and that
      Party will be excused from, any non-performance or delay in the
      performance of any of its non-monetary obligations under this Agreement if
      and to the extent that such non-performance or delay (i) is caused by an
      act of God, natural disaster, civil disturbance, or any other factor
      beyond the control of that Party, whether or not foreseeable, and (ii)
      could not have been prevented by that Party's taking normal and customary
      precautions. In the event that either Party is excused from the
      performance of its obligations pursuant to this Section, then that Party
      will use all efforts that are practicable under the circumstances to
      resume performance of its obligations as soon as feasible.

9.4   FURTHER ASSURANCES. Each Party agrees to execute, acknowledge, and deliver
      such further instruments and documents, and to do such other acts and
      things, as may be required by law or reasonably requested by the other
      Party to carry out the full intent and purposes of this Agreement.

9.5   PRESS RELEASES. Neither Party will issue any press release or other public
      communication that mentions the other, or uses any copyright, trademark,
      service mark, or trade name of the other, without the prior approval of
      the other, except that each Party may make announcements intended solely
      for internal distribution at that Party and may make any disclosure
      required by legal, accounting, or regulatory requirements beyond the
      reasonable control of that Party.

9.6   NON-SOLICITATION. Each Party agrees that, during the Term of this
      Agreement and for one (1) year thereafter, neither it nor any affiliate of
      it will, except with the prior written consent of the other Party, solicit
      for employment any individual employed then or within the preceding twelve
      (12) months by the other Party or any affiliate of the other Party if that
      individual was involved in the performance of this Agreement. The
      foregoing shall not restrict the general solicitation or recruiting
      activities by either Party.

9.7   THIRD PARTY BENEFICIARIES. This Agreement is for the benefit of the
      Parties and is not intended to confer any rights or benefits on any third
      party, including any employee or creditor of either Party.

                                       17
<Page>

9.8   NO WAIVER; CUMULATIVE REMEDIES. No delay on the part of either Party in
      exercising any right, power or privilege hereunder will operate as a
      waiver thereof. No waiver on the part of either Party of any such right,
      power or privilege will preclude any further exercise thereof or the
      exercise of any other such right, power or privilege. All remedies
      provided for in this Agreement shall be cumulative and in addition to and
      not in lieu of any other remedies available to either Party at law, in
      equity or otherwise.

9.9   CONSTRUCTION. The Article, Section and similar headings used in this
      Agreement are for reference purposes only and are to be given no effect in
      the construction or interpretation of this Agreement. Any references in
      this Agreement to an Article, Section, or Schedule is to that Article or
      Section of, or that Schedule to, this Agreement, unless otherwise
      specified. As used in this Agreement, the words "hereof" or "hereunder" or
      other words of similar import refer to this entire Agreement and not any
      separate portion hereof, unless otherwise specified.

9.10  SEVERABILITY. Any provision of this Agreement that is prohibited or
      unenforceable in any jurisdiction will, as to such jurisdiction, be
      ineffective to the extent of such prohibition or unenforceability without
      either invalidating the remaining provisions hereof, to the extent that
      such remaining provisions are capable of substantial performance, or
      affecting the validity or enforceability of such provision in any other
      jurisdiction.

9.11  COUNTERPARTS. This Agreement may be executed in multiple counterparts,
      each of which will be an original and all of which will together
      constitute one single agreement between the Parties.

9.12  GOVERNING LAW. This Agreement will be governed by, and will be construed
      and enforced in accordance with, the laws, other than choice of law rules,
      of the State of Illinois.

9.13  AMENDMENTS. This Agreement may be amended only by a written document
      signed by an authorized representative of each of the Parties. No waiver
      or discharge hereof will be valid unless in writing and signed by an
      authorized representative of the Party against which the waiver or
      discharge is sought to be enforced.

9.14  ENTIRE AGREEMENT. This Agreement, including the Schedules hereto, each of
      which is incorporated herein for all purposes, constitutes the entire
      agreement and understanding of the Parties with respect to the subject
      matter hereof and supersedes all prior agreements and understandings, both
      written and oral, between the Parties with respect to the subject matter
      hereof.

9.15  AUDIT RIGHTS. During the Term of this Agreement and for one (1) year
      thereafter, WORLDSPAN agrees to keep all usual and proper records and
      books of account relating to the products and services provided by
      WORLDSPAN and operation of the WORLDSPAN System pursuant this Agreement.
      Once each calendar quarter during the Term of the Agreement, and upon
      thirty (30) days prior written notice to WORLDSPAN, Orbitz may have

                                       18
<Page>

      an auditor inspect the records and other information collected, generated
      or maintained by WORLDSPAN arising out of or in connection with the
      provision of the services pursuant to this Agreement, during WORLDSPAN's
      normal business hours, for the purpose of determining the accuracy of the
      charges, expenses, costs, fees, service levels, and otherwise determining
      WORLDSPAN's compliance with this Agreement. Orbitz shall pay for all the
      costs of such inspection, including all reports and any other information
      supplied. Information disclosed to Orbitz or to its auditing
      representative in the course of such inspection shall be subject to the
      confidentiality requirements of this Agreement.

IN WITNESS WHEREOF, each of Orbitz and WORLDSPAN has caused this Agreement to be
executed by its duly authorized representative.

ORBITZ, LLC                          WORLDSPAN, L.P.


By:    /s/ Steve Hafner              By:    /s/ Susan J. Powers

Title: VP - Business Development     Title: SVO-E-Commerce

                                       19
<Page>

                                   SCHEDULE A

                                   DEFINITIONS

1.    "Adjusted Segment Fee" means, for any Net Segment and any month, (i) the
      product of (x) the Base Segment Fee for that Net Segment and that month,
      multiplied by (y) the PowerShopper Percentage for that month, plus (ii) if
      any Performance-Based Segment Fee is applicable to that Net Segment for
      that month in accordance with the provisions of Schedule B, the amount of
      that Performance-Based Segment Fee.

2.    "Aggregate Segments" means, for any applicable time period, the sum of (i)
      the Net Segments for that period, plus (ii) the number of direct or
      through flights booked during that period by means of the Orbitz Website
      through the WORLDSPAN System for which WORLDSPAN does not receive discrete
      payments from the applicable air carrier, as determined by the WORLDSPAN
      System, plus (iii) any other segments mutually agreed upon by Orbitz and
      Worldspan.

3.    "Air Segment" means each direct or through flight booked by means of the
      Orbitz Website through the WORLDSPAN System for which WORLDSPAN receives a
      discrete payment from the applicable air carrier, as determined by the
      WORLDSPAN System.

4.    "Airline Direct Connect Segment" means an Air Segment that is designated
      by an air carrier, Worldspanand Orbitz as constituting an Airline Direct
      Connect Segment.

5.    "Available" means, with respect to the WORLDSPAN System, that the central
      site hardware and software of the WORLDSPAN System is capable of
      performing its intended functions and of processing at least [***] of the
      normally expected daily message volumes, as determined from the previous
      month's statistics.

6.    "Base Segment Fee" means, for any calendar month, (i) for a Net Car
      Segment or a Net Hotel Segment, $[***], and (ii) for a Net Air Segment,
      the amount set forth in the following table for the number of Net Segments
      for the Contract Year in which that month falls (which number for any
      partial Contract Year in the Term of this Agreement will be annualized).

<Table>
<Caption>
               CONTRACT YEAR       NET AIR SEGMENT
               NET SEGMENTS        BASE SEGMENT FEE
            ----------------------------------------
            <S>                        <C>
            [***] or more              $   [***]
            [***] to [***]             $   [***]
            [***] or less              $   [***]
</Table>

----------
*** Certain information on this page has been omitted and filed separately with
      the Commission. Confidential treatment has been requested with respect to
      the omitted portions.

                                      A - 1
<Page>

      Effective as of August 1, 2003, "Base Segment Fee" means, for any calendar
      month, (i) for a Net Car Segment, the amount set forth in Table 1 for the
      number of Net Car Segments for the Contract Year in which that month falls
      (which number for any partial Contract Year in the Term of this Agreement
      will be annualized, and (ii) for a Net Air Segment, the amount set forth
      in Table 2 for the number of Net Air Segments for the Contract Year in
      which that month falls (which number for any partial Contract Year in the
      Term of this Agreement will be annualized), and (iii) for a Net Hotel
      Segment, the amount set forth in Table 3 for the number of Net Hotel
      Segments for the Contract Year in which that month falls (which number for
      any partial Contract Year in the Term of this Agreement will be
      annualized):

Table 1

<Table>
<Caption>
                                            NET CAR SEGMENT BASE SEGMENT
CONTRACT YEAR NET CAR SEGMENTS              FEE
----------------------------------------------------------------------------
<S>                                         <C>
[***] or more                               $    [***]
[***] to [***]                              $    [***]
[***] or less                               $    [***]
</Table>

Table 2

<Table>
<Caption>
CONTRACT YEAR NET AIR SEGMENTS              NET AIR SEGMENT BASE SEGMENT FEE
----------------------------------------------------------------------------
<S>                                         <C>
[***] or more                               $    [***]
[***] to [***]                              $    [***]
[***] to [***]                              $    [***]
[***] or less                               $    [***]
</Table>

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                                      A - 2
<Page>

Table 3

<Table>
<Caption>
                                            NET HOTEL SEGMENT BASE SEGMENT
CONTRACT YEAR NET HOTEL SEGMENTS            FEE
----------------------------------------------------------------------------
<S>                                         <C>
[***] or more                               $   [***]
[***] to [***]                              $   [***]
[***] to [***]                              $   [***]
[***] to [***]                              $   [***]
[***] or less                               $   [***]
</Table>

Notwithstanding the Base Segment Fees set forth in Table 2, in the event
Worldspan increases Booking Fees payable to Worldspan by air carriers for Air
Segments booked in the United States via the Orbitz Website above the Booking
Fees in effect as of December 31, 2003 then the revenue share for Net Air
Segments set forth in Table 2 shall be increased by [***] by which such Booking
Fees have increased above the Booking Fees payable as of December 31, 2003. For
example, assume Worldspan increases Booking Fees for Air Segments booked in the
United States via the Orbitz Website on January 1, 2004 by 4%, the Net Air
Segment Base Segment Fee set forth in Table 2 shall be increased by [***]%
([***] of 4%).

In the event Worldspan decreases by ten percent (10%) or more on a cumulative
basis, the Booking Fees payable to Worldspan by air carriers for Air Segments
booked in the United States via the Orbitz Website based on market conditions or
for competitive purposes below the Booking Fees in effect as of December 31,
2003, then the parties will renegotiate the revenue share payable to Orbitz for
Air Segments. If the parties are unable to agree on a new revenue share within
twelve (12) months following the decrease in Booking Fees that triggers the
renegotiation, then the revenue share set forth in Table 2 shall be decreased by
[***] by which such rate has decreased below the rate payable as of December 31,
2003. For example, assume Worldspan decreases Booking Fees in 2004 and 2005 and
such decreases result in a cumulative 10% decrease in the Booking Fees for Air
Segments that were in effect as of December 31, 2003 and the parties are unable
to agree to a new revenue share after twelve (12) months of negotiation, the
Base Segment Fees set forth in Table 2 shall be decreased by [***]% ([***] of
10%).

Notwithstanding the foregoing, in the event Worldspan calculates charges for
services rendered to participating carriers based upon units of measure other
than Booking Fees, the parties shall have the right to renegotiate the revenue
share in Table 2 for Air Segments generated by Orbitz Users.

7.    "Booking Engine Providers" means Datalex Limited or any other company that
      Orbitz may engage from time to time to provide the booking engine for the
      Orbitz Website.

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8.    "Booking Fees" means the rates charged by Worldspan to participating air
      carriers for airline passenger segments booked through the Worldspan
      System based on the participating carriers' service levels and as
      published by Worldspan from time to time. Booking Fees do not include
      usage fees, fees for special services, or other ancillary fees.

9.    "Car Segment" means each car rental booked by means of the Orbitz Website
      through the WORLDSPAN System for which WORLDSPAN receives a discrete
      payment from the applicable car rental company, as determined by the
      WORLDSPAN System.

10.   "Change-in-Control" shall be deemed to exist if affiliates of Delta Air
      Lines, Inc. ("Delta"), Northwest Airlines, Inc. ("Northwest") or American
      Airlines, Inc. ("American") collectively no longer hold more than fifty
      percent (50%) of the voting interest in Worldspan or if Worldspan is
      combined with another entity of which affiliates of Delta, Northwest
      and/or American collectively do not hold more than fifty percent (50%) of
      the voting interests of the combined entity. In addition, a
      "Change-in-Control will be deemed to exist if more than fifty percent
      (50%) of the voting interest of Worldspan is acquired by another CRS.
      Notwithstanding any of the foregoing, an initial public offering of
      Worldspan shall not constitute a "Change-in-Control."

11.   "Charter Airline" means the air carrier set forth in Schedule D for the
      period set forth in Schedule D.

12.   "Contract Manager" has the meaning specified in Section 5.1.

13.   "Contract Year" means a 12-month period of time commencing on the January
      1 or any anniversary thereof, provided that the initial Contract Year
      shall be a partial year commencing on the Effective Date and continuing
      through December 31, 2001. Notwithstanding the foregoing, for purposes of
      Section 4.3(a), the initial Contract Year shall be a partial year
      retroactive to June 4, 2001 and continuing through December 31, 2001.

14.   "Confidential Information" means, with respect to either Party, any
      proprietary business or technical information of that Party, including any
      know-how, data, drawings, specifications, software, listings, source code,
      object code, customer lists, financial information, business plans,
      marketing concepts, and business relationships, including the terms of
      this Agreement, regardless of the form in which such information is
      communicated or maintained and whether or not such information constitutes
      a trade secret. However, Confidential Information will not include any
      information that (i) at the time of disclosure by the disclosing Party was
      already rightfully known by the receiving Party without any obligation of
      confidentiality, (ii) is or becomes generally available to the public
      other than through any wrongful act or omission by the receiving Party,
      (iii) is developed by the receiving Party independently of any
      Confidential Information it may have received from the disclosing Party,
      or (iv) the receiving Party receives from a third party free to make such
      disclosure without breach of any legal obligation.

                                      A - 4
<Page>

15.   "CRS" means a computer reservations system operated by WORLDSPAN, Sabre,
      Galileo, Amadeus, Abacus, Infini, Axxess, or any other company that
      operates such a system in order to provide information about the
      schedules, fares, rates, and availability of the products and services of
      travel suppliers and to enable the making of reservations and the issuance
      of tickets for such products and services, but excluding a travel
      supplier's own systems to the extent such travel supplier's own systems
      are used to provide information and enable the making of reservations and
      the issuance of tickets of that particular travel supplier.

16.   "CRS Segment" means each (a) direct or through flight, (b) car rental or
      (c) hotel stay, to the extent any of the foregoing is booked by means of
      the Orbitz Website through a CRS. "CRS Segment" does not include an
      Airline Direct Connect Segment.

17.   "Corporate User" means any corporation, partnership, limited liability
      company or other business entity to whom Orbitz provides travel related
      services for such entity's own internal use via a corporate
      travel-oriented micro site of the Orbitz Website developed, owned and
      operated by Orbitz.

18.   "Customer Service Center Provider(s)" means Precision Response Corporation
      or any other company or companies that Orbitz may engage from time to time
      to provide customer service center services for the Orbitz Website.

19.   "Daily Average Internal Response Time" means, for each day, (i) for
      Standard Messages, the average of the Internal Response Times for all
      Standard Messages received by the WORLDSPAN System during the Peak Period
      for that day, and (ii) for PowerShopper Messages, the average of the
      Internal Response Times for all PowerShopper Messages received by the
      WORLDSPAN System during the Peak Period for that day.

20.   "Domestic Air Travel" means air travel for which both the departing and
      arriving locations, as well as any intermediate stops, are within the 48
      contiguous states of the continental United States.

21.   "Domestic Fares Provider(s)" means ITA Software, Inc. or any other company
      or companies that Orbitz may engage from time to time to provide Domestic
      Air Travel fares and pricing information for the Orbitz Website.

22.   "Effective Date" has the meaning specified in Section 1.2.

23.   "Fulfillment Provider(s)" means e-Travel Experts, Inc. or any other
      company or companies that Orbitz may engage from time to time to provide
      fulfillment services for the Orbitz Website.

24.   "Hotel Segment" means each hotel stay booked by means of the Orbitz
      Website through the WORLDSPAN System for which WORLDSPAN receives a
      discrete payment from the applicable hotel company, as determined by the
      WORLDSPAN System.

                                      A - 5
<Page>

25.   "Internal Response Time" means, for a given Message, the elapsed time from
      the time that the last character of the incoming Message is received by a
      network terminating device at WORLDSPAN's data center until the time that
      the first character of the reply is received by a network terminating
      device at WORLDSPAN's data center.

26.   "Material Service Level Failure" means any of the following:

      (a)   The Monthly System Availability of the WORLDSPAN System is below
            [***]% for any [***] calendar months in any period of [***]
            consecutive calendar months during the Term of this Agreement.

      (b)   The Monthly System Availability of the WORLDSPAN System is below
            [***]% for any calendar month during the Term of this Agreement and
            has been below [**]% for one or more previous calendar months during
            the Term of this Agreement.

      (c)   The Monthly Average Internal Response Time for Standard Messages is
            greater than [***] seconds for any calendar month during the Term of
            this Agreement and has been greater than [***] seconds for ten or
            more previous calendar months during the Term of this Agreement.

      (d)   The Monthly Average Internal Response Time for PowerShopper Messages
            is greater than [***] seconds for any calendar month during the Term
            of this Agreement and has been greater than [***] seconds for ten or
            more previous calendar months during the Term of this Agreement.

      (e)   WORLDSPAN fails to substantially comply with any applicable Service
            Level set forth in Section 3 of Schedule B more than [***] times
            during any period of [***] consecutive calendar months during the
            Term of this Agreement.

27.   "Message" means each electronic transmission to the WORLDSPAN System
      generated by the Response Time Monitor, Orbitz, the Orbitz Website, any
      employee, agent, or contractor of Orbitz, or any User, and the associated
      response. The types of Messages as of the Effective Date are set forth on
      Schedule C.

28.   "Migration Costs" mean the increased costs incurred by Orbitz for hardware
      and software necessitated by the migration from the system and platform
      operated by Worldspan immediately prior to a Change-in-Control to
      Worldspan's successor system and platform. Migration Costs also include
      applications development efforts incurred by Orbitz and required to
      migrate the then existing Orbitz product to Worldspan's successor computer
      reservation system.

29.   "Monthly Average Internal Response Time" means, for each calendar month,
      (i) for Standard Messages, the average of the Daily Average Internal
      Response Times for Standard Messages for all days in that month, and (ii)
      for PowerShopper Messages, the

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                                      A - 6
<Page>

      average of the Daily Average Internal Response Times for PowerShopper
      Messages for all days in that month.

30.   "Monthly System Availability" means, for each calendar month, the
      percentage obtained by dividing (i) the aggregate time that the WORLDSPAN
      System is Available during that month, by (ii) the total time during that
      month less any Scheduled Downtime during that month and any time during
      that month that the WORLDSPAN System was not Available as a result of
      unplanned telecommunication outages or other causes outside of WORLDSPAN's
      control.

31.   "Net Air Segments" means, for any applicable time period, the number of
      Air Segments booked during that period less the number of Air Segments
      cancelled during that period, as determined by the WORLDSPAN System. "Net
      Air Segments" shall not include Airline Direct Connect Segments.

32.   "Net Car Segments" means, for any applicable time period, the number of
      Car Segments booked during that period less the number of Car Segments
      canceled during that period, as determined by the WORLDSPAN System.

33.   "Net Hotel Segments" means, for any applicable time period, the number of
      Hotel Segments booked during that period less the number of Hotel Segments
      cancelled during that period, as determined by the WORLDSPAN System.

34.   "Net Segments" means, for any applicable time period, all of the Net Air
      Segments, Net Car Segments, and Net Hotel Segments for that period.

35.   "Orbitz" has the meaning specified in the introductory paragraph of this
      Agreement.

36.   "Orbitz Information" means any and all information accumulated or
      otherwise obtained by WORLDSPAN arising out of or in connection with and
      reflecting an individual User's use of the Orbitz Website, including,
      without limitation, User contact and profile information, User usage
      patterns, and User preferences, and all information identifiable to Orbitz
      arising out of the usage and operation of the WORLDSPAN System in
      conjunction with the Orbitz Website, including any associated response
      time or performance monitoring information that is specific to Orbitz, but
      not including more comprehensive information reflecting the overall usage
      and operation of the WORLDSPAN System, which information may include, but
      shall not be limited to, such usage and operation in conjunction with the
      Orbitz Website.

37.   "Orbitz Website" means the consumer-oriented Internet travel portal to be
      developed, owned, and operated by Orbitz, including any related or
      successor Internet sites.

38.   "Party" has the meaning specified in the preamble of this Agreement.

39.   "Peak Period" means, for each 24 hour day, the period of two consecutive
      hours during that day when the WORLDSPAN System processes the most
      messages.

                                      A - 7
<Page>

40.   "Performance-Based Segment Fee" means any amount determined as such in
      accordance with the applicable provisions of Schedule B.

41.   "PowerShopper Average" means, for any calendar month, the number obtained
      by dividing (i) the number of PowerShopper Messages received by the
      WORLDSPAN System during that month, by (ii) the number of Net Air Segments
      booked through the WORLDSPAN System during that month.

42.   "PowerShopper Message" means a Message received by the WORLDSPAN System
      that accesses or initiates PowerShopper, Power Pricing, Low Fare Finder,
      or any similar functionality that finds the lowest or most suitable fare
      within the WORLDSPAN System.

43.   "PowerShopper Percentage" means, with respect to a given calendar month,
      (i) for each month until the beginning of the Term of this Agreement,
      100%, and (ii) for each month thereafter, the percentage set forth in the
      following table for the PowerShopper Average for that month.

<Table>
<Caption>
      POWERSHOPPER AVERAGE                            POWERSHOPPER PERCENTAGE
      -----------------------------------------------------------------------
      <S>                                                      <C>
      [***] or less                                            [***]%
      more than [***], but no more than [***]                  [***]%
      more than [***], but less than [***]                     [***]%
      [***] or more                                            [***]%
</Table>

44.   "Response Time Monitor" has the meaning specified in Section 2(d) of
      Schedule B.

45.   "Scheduled Downtime" means any periods of time when the WORLDSPAN System
      is scheduled to not be Available; provided, however, that Scheduled
      Downtime may not include more than 6 periods during any calendar year,
      each of which periods can be no longer than 20 minutes in duration
      starting at 2300 hours, Eastern time, on a Saturday.

46.   "Segment" means an Air Segment, Car Segment, or Hotel Segment.

47.   "Service Level" means any Service Level set forth in Schedule B.

48.   "Standard Message" means any Message other than a PowerShopper Message.

49.  "Term" has the meaning set forth in Section 1.2.

50.   "User" means any person who uses the Orbitz Website.

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51.   "Weighted Message Unit" means a unit of measurement for Messages that
      reflects the respective average amount of computer and related resources
      required for the WORLDSPAN System to process Messages of various types, as
      determined in accordance with the methodology used by WORLDSPAN in the
      ordinary course of its business for that purpose. The number of Weighted
      Message Units for a given Message is determined by the Message Weight for
      that type of Message. Unless and until the Parties otherwise mutually
      agree, the Message Weight for each of the types of Messages set forth on
      Schedule C will be as set forth on Schedule C. However, as WORLDSPAN adds
      new functionality to the WORLDSPAN System, it may establish new types and
      categories of Messages and, for each new type or category of Message,
      determine a Message Weight that is reasonably based on the average amount
      of computer and related resources required for the WORLDSPAN System to
      process that type of Message, as compared to other types of Messages.

52.   "WORLDSPAN" has the meaning specified in the introductory paragraph of
      this Agreement.

53.   "WORLDSPAN Actual Cost" means, for any resource, expense, or activity, the
      actual cost or out-of-pocket expense reasonably incurred by WORLDSPAN for
      that resource, expense, or activity, all as determined on the basis of the
      cost collection and allocation methodology that WORLDSPAN uses to
      determine its actual costs for purposes of its applicable transactions
      with its best customers or airline owners, including Delta Air Lines, Inc.
      and Northwest Airlines, Inc., whichever results in the lowest charge to
      Orbitz, and shall not include any markup or other profit.

54.   "WORLDSPAN System" means the computer reservations systems operated by
      WORLDSPAN and containing the following functionality:

      (a)   Mainframe transaction processing and electronic distribution of
            travel information, such as schedules, availability, fares, pricing,
            and negotiated rates for various travel suppliers.

      (b)   Providing booking capability for air, car, and hotel reservations
            and other travel-related services.

      (c)   Enabling the issuance of paper and electronic tickets and other
            travel-related documents.

                                      A - 9
<Page>

                                   SCHEDULE B

                                 SERVICE LEVELS

1.    SYSTEM AVAILABILITY.

      The Service Level for System Availability is for the Monthly System
      Availability of the Worldspan System to be at least [***]% during each
      calendar month during the Term of this Agreement.

      In the event that the Monthly System Availability of the Worldspan System
      is less than [***]% during any calendar month during the Term of this
      Agreement, the Parties agree that Orbitz will be damaged in an amount
      that, as of the date hereof, is difficult to determine with certainty.
      Therefore, as liquidated damages, and not as a penalty, Worldspan will pay
      to Orbitz, for each Net Segment for that month, a Performance-Based
      Segment Fee determined in accordance with the following:

<Table>
<Caption>
                           MONTHLY                      PERFORMANCE-BASED
                     SYSTEM AVAILABILITY                  SEGMENT FEE
            -------------------------------------------------------------
            <S>                                             <C>
            [***]% and above                                   None
            Below [***]% but no lower than [***]%           $     [***]
            below [***]%, but no lower than [***]%          $     [***]
            below [***]%                                    $     [***]
</Table>

2.    INTERNAL RESPONSE TIME.

      (a)   STANDARD MESSAGES. The Service Level for Internal Response Time for
            Standard Messages is for the Monthly Average Internal Response Time
            for Standard Messages for each calendar month during the Term of
            this Agreement to be no more than [***] seconds.

            In the event that the Monthly Average Internal Response Time for
            Standard Messages for any calendar month during the Term of this
            Agreement is greater than [***] seconds, the Parties agree that
            Orbitz will be damaged in an amount that, as of the date hereof, is
            difficult to determine with certainty. Therefore, as liquidated
            damages, and not as a penalty, WORLDSPAN will pay Orbitz, for each
            Net Segment for each day during that month for which the Daily
            Average Internal Response Time for Standard Messages is greater than
            [***] seconds, a Performance-Based Segment Fee determined in
            accordance with the following:

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                                      B - 1
<Page>

<Table>
<Caption>
                       DAILY AVERAGE                   PERFORMANCE-BASED
                  INTERNAL RESPONSE TIME                  SEGMENT FEE
            -------------------------------------------------------------
            <S>                                            <C>
            [***] seconds and below                           None
            more than [***] seconds, but no more           $     [***]
            than [***] seconds
            more than [***] seconds, but no more           $     [***]
            than [***] seconds
            more than [***] seconds                        $     [***]
</Table>

      (b)   POWERSHOPPER MESSAGE. The Service Level for Internal Response Time
            for PowerShopper Messages is as follows:

            (1)   For each calendar month during the Term of this Agreement
                  during which WORLDSPAN does not provide Domestic Air Travel
                  fares and pricing information for the Orbitz Website, the
                  Monthly Average Internal Response Time for PowerShopper
                  Messages will be no more than [***] seconds.

                  In the event that the Monthly Average Internal Response Time
                  for PowerShopper Messages for any such calendar month during
                  the Term of this Agreement is greater than [***] seconds, the
                  Parties agree that Orbitz will be damaged in an amount that,
                  as of the date hereof, is difficult to determine with
                  certainty. Therefore, as liquidated damages, and not as a
                  penalty, WORLDSPAN will pay Orbitz, for each Net Segment for
                  each day during that month for which the Daily Average
                  Internal Response Time for PowerShopper Messages is greater
                  than [***] seconds, a Performance-Based Segment Fee determined
                  in accordance with the following:

<Table>
<Caption>
                            DAILY AVERAGE                              PERFORMANCE-BASED
                        INTERNAL RESPONSE TIME                            SEGMENT FEE
                  ----------------------------------------------------------------------
                  <S>                                                     <C>
                  [***] seconds and below                                    None
                  more than [***] seconds, but no                         $     [***]
                  more than [***] seconds
                  more than [***] seconds, but no                         $     [***]
                  more than [***] seconds
                  more than [***] seconds                                 $     [***]
</Table>

            (2)   For each calendar month during the Term of this Agreement
                  during which WORLDSPAN does provide Domestic Air Travel fares
                  and pricing information for the Orbitz Website, the Monthly
                  Average Internal Response Time for PowerShopper Messages will
                  be no more than [***] seconds.

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                                      B - 2
<Page>

                  In the event that the Monthly Average Internal Response Time
                  for PowerShopper Messages for any such calendar month during
                  the Term of this Agreement is greater than [***] seconds, the
                  Parties agree that Orbitz will be damaged in an amount that,
                  as of the date hereof, is difficult to determine with
                  certainty. Therefore, as liquidated damages, and not as a
                  penalty, WORLDSPAN will pay Orbitz, for each Net Segment for
                  each day during that month for which the Daily Average
                  Internal Response Time for PowerShopper Messages is greater
                  than [***] seconds, a Performance-Based Segment Fee determined
                  in accordance with the following:

<Table>
<Caption>
                                 DAILY AVERAGE                         PERFORMANCE-BASED
                             INTERNAL RESPONSE TIME                       SEGMENT FEE
                  ----------------------------------------------------------------------
                  <S>                                                     <C>
                  [***] seconds and below                                    None
                  more than [***] seconds, but no                         $     [***]
                  more than [***] seconds
                  more than [***] seconds, but no                         $     [***]
                  more than [***] seconds
                  more than [***] seconds                                 $     [***]
</Table>

      (c)   UNFORECAST DEMAND. Notwithstanding anything to the contrary, if the
            number of Net Segments booked by means of the Orbitz Website through
            the WORLDSPAN System during any calendar month exceeds by [***]% or
            more the number of Net Segments forecast for that month by Orbitz in
            accordance with the capacity planning process described in Section
            3.3 of this Agreement, then the foregoing provisions of this Section
            2 will not be applicable, any failure to meet the Service Level for
            Internal Response Time for Standard Messages and/or PowerShopper
            Messages for that month will not be considered for determining the
            occurrence of a Material Service Level Failure, and WORLDSPAN will
            not be required to pay any Performance-Based Segment Fees based on
            Internal Response Times during that month.

      (d)   RESPONSE TIME MONITOR. The Parties acknowledge that, as of the
            Effective Date, WORLDSPAN measures Internal Response Time through
            the use of monitoring tools internal to the WORLDSPAN System. In
            order to augment, not replace, WORLDSPAN's internal system for
            measuring Internal Response Time, ORBITZ, its supplier or
            contractors, will develop a system (the "Response Time Monitor") for
            measuring Internal Response Time external to the WORLDSPAN System,
            all in accordance with the following:

            (1)   The Response Time Monitor will be designed to measure Internal
                  Response Time external to the WORLDSPAN System by simulating a

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                                      B - 3
<Page>

                  request from the Orbitz Website booking engine for five or
                  more common customer queries.

            (2)   WORLDSPAN will have the right to validate the operability of
                  the Response Time Monitor prior to implementation and to
                  approve the testing procedures as well as the format of the
                  results. The measurements performed by the Response Time
                  Monitor shall be made on a continuous basis, twenty-four hours
                  per day, seven days per week, so long as that can be done
                  without compromising the performance of the WORLDSPAN System.
                  The Internal Response Time shall be determined during the Peak
                  Period for each twenty-four hour day. Each Party will have
                  unlimited access to the data produced by the Response Time
                  Monitor.

            (3)   Once the Response Time Monitor is operational, the Parties
                  will mutually agree upon the Service Levels that will be
                  applicable with respect to Internal Response Time as measured
                  by the Response Time Monitor, which will not exceed 110% of
                  the corresponding Service Levels for Internal Response Time as
                  measured by WORLDSPAN's internal system, and upon the
                  appropriate application of the Performance-Based Segment Fees
                  specified above.

3.    ESCALATION PROCEDURES. The Service Level for WORLDSPAN's response to
      reported problems with the WORLDSPAN System will be based on the severity
      of the problem, as reasonably determined by Orbitz, in accordance with the
      following:

<Table>
<Caption>
        SEVERITY
          LEVEL                DESCRIPTION                              SERVICE LEVEL
        --------------------------------------------------------------------------------------------
            <S>    <C>                                          <C>
            0      WORLDSPAN System down                        30 minute response time; commitment
                                                                to fix in 2 hours.

            1      Serious business impact, e.g., message       1 hour response time; commitment to
                   response times materially exceeding          fix in 4 hours, with hourly updates
                   Service Levels

            2      Less serious business impact, e.g., flight   2 hour response time; commitment to
                   information unavailable                      fix in 8 hours, with updates every 2
                                                                hours

            3      Nuisance, e.g., unable to retrieve           24 hour response time; commitment to
                   non-critical backup information              resolve in one week, with daily
                                                                updates.
</Table>

4.    CHANGE MANAGEMENT. The Parties will develop and mutually agree upon a
      change management process that will, among other things, provide for the
      following:

      (a)   WORLDSPAN will notify Orbitz of any scheduled changes to the
            WORLDSPAN System that are reasonably anticipated to materially
            affect Orbitz at least three days prior to the change and will
            consult with Orbitz's operations staff as to the timeframe for the
            change.

                                      B - 4
<Page>

      (b)   Orbitz will notify WORLDSPAN of any scheduled changes to Orbitz's
            systems or business operations (e.g., promotions) that are
            reasonably anticipated to materially affect WORLDSPAN at least three
            days prior to the change and will consult with WORLDSPAN's
            operations staff as to the timeframe for the changes.

      (c)   Notwithstanding the foregoing, the Parties may make emergency
            changes that are required to protect the integrity of their
            respective systems without giving the notice described above, but
            each Party will use reasonable business efforts to notify the other
            of any such emergency change as soon as practicable.

5.    FUNCTIONALITY. WORLDSPAN agrees to use reasonable business efforts so that
      the functionality included within the WORLDSPAN System that is necessary
      for Orbitz's business operations continues to be fully functional. In
      particular, WORLDSPAN agrees to work with Orbitz to ensure that a viable
      method for private faring (web-fares) can be properly run on the WORLDSPAN
      System.

6.    EQUIVALENT SERVICES. In addition to the specific Service Levels specified
      above, during the Term of this Agreement:

      (a)   WORLDSPAN will provide Orbitz with Monthly System Availability that
            is equivalent to or better than that provided to any other WORLDSPAN
            customer using the WORLDSPAN System via the Internet. Subject to
            confidentiality restrictions, Orbitz will have access to all Monthly
            System Availability metrics and Monthly System Availability
            measurement tools available to WORLDSPAN.

      (b)   WORLDSPAN will provide Orbitz with Internal Response Time that is
            equivalent to or better than that provided to any other WORLDSPAN
            customer using the WORLDSPAN System via the Internet. Subject to
            confidentiality restrictions, Orbitz will have access to all
            Internal Response Time measurement tools and Internal Response Time
            data that WORLDSPAN makes available to any other customer.

                                      B - 5
<Page>

                                   SCHEDULE C

                                 MESSAGE WEIGHTS

<Table>
<Caption>
          MESSAGE TYPE                                           MESSAGE WEIGHT
          ------------                                           --------------
     <S>                                                              <C>
     CATEGORY 1                                                       [***]

          International PowerShopper Message

     CATEGORY 2                                                       [***]

          Domestic PowerShopper Message

     CATEGORY 3                                                       [***]

          Availability Schedule Display Message
          End Transaction Message
          Ticketing Fare Quotation Message
          Hotels Message
          Cars Message

     CATEGORY 4                                                       [***]

          Passenger Data Entries Message
          Sell From Availability / Change Segment Status Message
          Flight Information Message
          Display Record Message
          File Record Message
          Ignore Transaction Message
          CRC Functions Message
          Special Functions List Message
          Move Scroll Message
          Queue Functions Message
          Program Activation By Agent Set / Misc. Testing Message
          Teletype Reject Line Correction Message
          Inventory Manipulation Message
          Agent Adjustment Message
          Repeat Display Message
          Message Switching Message
          Tours Message
          AAA Initialization / Maintenance Message
</Table>

----------
*** Certain information on this page has been omitted and filed separately with
      the Commission. Confidential treatment has been requested with respect to
      the omitted portions.

                                      C - 1
<Page>

<Table>
          <S>                                                         <C>
          Divide Party Message
          Manual Segment Entry Message
          Unsolicited Message
          Training Entries Message
          Getaway / Credit / Cash Message
          Direct Reference System Message
          Weather Commands / Flight Type Record Message
          Schedule Change Message
          PARS Commercial Bridge Message
          Transmit Function Message
          Seat Assignment Message
          Message Switching Utilities Message
          Profile Transactions / Worldfile Transactions Message
          Direct Access Message
          Credit Fraud System Message
          Direct Sell Link Message
          Mail System Message
          Timatic Message
          Answerbacks Message
          Invalid Input Function Message
          TVL Segments Message
          Help / Info Message
          Previous Entry In Progress Message
          Type B Inbound Message
          Total Direct Access Messages Sent Message
          Total Direct Link Messages Sent Message
          Total Positive Acknowledgments Received Message
          Total Direct Link AAA Comps Received Message
</Table>

                                      C - 2
<Page>

                                   SCHEDULE D

                                Charter Airlines

<Table>
<Caption>
                                         EFFECTIVE           EXPIRATION
AIRLINE                                     DATE                DATE
-----------------------                 -----------          ----------
<S>                                    <C>                   <C>
AEROMEXICO                               18-JUN-01           17-JUN-04
AIR FRANCE                               21-MAY-01           21-MAY-02
AIR JAMAICA                              12-MAY-00           12-MAY-01
AIR NEW ZEALAND                          20-APR-01           20-APR-02
ALASKA AIR GROUP                          8-AUG-01            8-AUG-02
ALOHA                                     5-JAN-01            5-JAN-04
ALL NIPPON                               13-AUG-01           13-AUG-02
AMERICAN                                 19-MAY-01           17-MAY-11
ANSETT                                   20-APR-01           20-APR-02
ASIANA                                    2-APR-01            2-APR-02
CANADA 3000                               1-FEB-01            1-FEB-04
CATHAY PACIFIC                           12-JUL-01           12-JUL-02
CHINA AIRLINES                           16-JUL-01           16-JUL-02
CONTINENTAL                              19-MAY-01           17-MAY-11
COPA                                     22-NOV-00           22-NOV-01
CSA CZECH                                22-MAY-01           22-MAY-02
DELTA                                    19-MAY-01           17-MAY-11
EL AL                                     1-AUG-01            1-AUG-02
EVA                                      15-NOV-00           15-NOV-01
HAWAIIAN                                 15-DEC-00           15-DEC-03
IBERIA                                    3-MAR-01            3-MAR-02
JAPAN AIRLINES                           26-JUL-01           26-JUL-02
KLM                                    (SAME AS NW)
KOREAN AIR                               30-APR-01           30-APR-02
LAN CHILE                                18-DEC-00           18-DEC-01
LAN PERU                                 21-MAY-01           21-MAY-02
LOT POLISH                                1-JUN-01            1-JUN-02
LUFTHANSA                                15-MAR-01           15-MAR-02
MEXICANA                                 15-MAY-00           15-MAY-03
MIDWAY                                    1-APR-01           31-MAR-04
MIDWEST EXPRESS                           1-JUN-01           31-MAY-04
NATIONAL                                  7-MAY-01            6-MAY-04
NORTHWEST                                19-MAY-01           17-MAY-11
</Table>

                                      D - 1
<Page>

<Table>
<S>                                       <C>                <C>
QANTAS                                    13-AUG-01          13-AUG-02
SABENA                                     1-JUN-01           1-JUN-02
SAS                                        5-JUL-01           5-JUL-02
SINGAPORE                                 29-JAN-01          29-JAN-02
SOUTH AFRICAN AIRWAYS                     13-JUN-01          13-JUN-02
SPIRIT                                     8-JAN-01           8-JAN-04
SWISSAIR                                   1-JUN-01           1-JUN-02
TWA                                       19-MAY-01          17-MAY-11
UNITED                                    19-MAY-01          17-MAY-11
US AIRWAYS                                27-JUN-00          27-JUN-03
UZBEKISTAN AIRWAYS                        22-DEC-00          22-DEC-01
VANGUARD                                   5-JUN-00           5-JUN-03
VARIG                                     22-MAY-00          22-MAY-01
VIRGIN                                    16-JUL-01          16-JUL-02
</Table>

                                      D - 2