EXHIBIT 10.1


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


MASTER SERVICES AGREEMENT


This Master Services
Agreement (“Agreement”) is made as of August 8, 2007 (“Effective Date”),
between Pegasus Solutions, Inc. (“Pegasus”) and
Orbitz Worldwide, LLC (“Customer”).


In consideration of the
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:


1.0 
DEFINITIONS


1.1           All capitalized terms
not otherwise defined in this Agreement shall have the following meanings:


(a)           “Affiliate” means
(i) any entity that is now or hereafter owned, leased or managed by Customer
that provides hotel distribution services; or (ii) any entity that is
controlled by Customer with access to the Services.


2.0 
SERVICES


2.1           Services.  Pursuant to a mutually agreed plan, schedule
of implementation and service level addendum, if applicable, and subject to the
performance by Customer of its duties set forth herein, during the term of this
Agreement, Pegasus will provide to Customer the services (“Services”) described
in the service schedules and applicable service level addendums (“Service
Schedules”) attached hereto and made a part of this Agreement.


2.2           Additional
Services.  Pegasus is not
obligated by this Agreement to provide any services to Customer other than the
Services.  Notwithstanding the foregoing,
if Pegasus introduces any additional products or services to any of its
customers in the future, Pegasus will promptly give notice to Customer of such
additional products or services and will, upon Customer’s request, provide
Customer with such products and services pursuant to an agreed upon schedule
and agreed upon pricing.  If Pegasus and
Customer execute a service schedule for additional services, such additional
services shall thereafter be deemed to be Services, and such service schedule
shall thereafter be deemed to be a Service Schedule, shall be made a part of
this Agreement and shall be subject to the terms and conditions contained
herein.  If Pegasus provides any services
to Customer pursuant to a work order, statement of work or similar document,
such document being executed by both Customer and Pegasus, which services are
not subject to a Service Schedule, such services shall be provided pursuant to
the terms and conditions of this Agreement and the contents of the governing
work order, statement of work or similar document, provided that if a conflict
exists between the terms and conditions of this Agreement and the contents of
the governing work order, statement of work or similar document, the terms and
conditions of this Agreement shall control.


3.0  GENERAL
REQUIREMENTS


3.1           Cooperation.  Customer agrees (a) to use commercially
reasonable efforts to cooperate fully with and provide reasonable support for,
and cause each Affiliate to cooperate fully with and provide reasonable support
for, Pegasus personnel with respect to the implementation, maintenance and
delivery of the Services in



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accordance with the terms
of this Agreement; (b) at Customer’s sole expense, to procure, operate,
maintain and manage (or cause each Affiliate to procure, operate, maintain and
manage) at each Affiliate’s premises and Customer’s permitted facilities, if
any, such hardware, software, equipment and communications capabilities and
lines as may be reasonably necessary for Customer and each Affiliate to access
and receive the Services  (and, to the
extent that the parties agree in writing that Pegasus will provide such
communications capabilities and lines to Customer and/or each Affiliate, to pay
Pegasus for the same as mutually agreed to in writing); and (c) that each party
shall be solely responsible for the performance of local and wide-area
networks, dedicated leased data lines, dial up lines, and all other
communication interfaces and related equipment used for any connections or
interfaces required to perform its obligations under this Agreement.


3.2           Modifications
and Enhancements.


(a)           Pegasus reserves the
right to modify or enhance the Services, and related processes and procedures,
at any time in its sole discretion, provided that (i) no such modification or enhancement
affects the functionality of the Services in a material adverse manner, and
(ii) Pegasus provides Customer, at no charge to Customer, the same training, if
any, that is provided at no charge to its other customers receiving the same
modification or enhancement, but in no event less than the training provided at
no charge to customers receiving the same modification or enhancement; and
(iii) Customer has the right to terminate the Agreement if Customer determines
that such modification or enhancement affects the functionality of the Services
in a material adverse manner, or will result in additional cost to
Customer.  Customer agrees to cooperate
and will use commercially reasonable efforts to cause all Affiliates to
cooperate with Pegasus in connection with any modification or enhancement of
the Services.  Pegasus will provide
reasonable documentation relating to enhancements or modifications to the
Services.  Pegasus will not be obligated
to provide, maintain or support any release or version of any Service other
than the then-current release or version of such Service or the release or
version immediately preceding the then-current release or version.


(b)           Pegasus will use
commercially reasonable efforts to implement each new release and version of
each Service in accordance with a mutually agreed implementation schedule and
shall provide Customer with reasonable notice in the event of any delay in the
implementation schedule; provided, however, Customer may not delay
implementation of any new release or version of a Service beyond the release
date of any subsequent release or version of such Service without Pegasus’
consent, which shall not be unreasonably withheld.  Pegasus will provide Customer with thirty
(30) days notice of any reasonable changes (due to upgrades, enhancements or
discontinuing support) that Customer and/or Affiliates must make to their
third-party hardware, software, equipment and communications capabilities and
lines so that Customer and/or the Affiliates can continue to access and receive
the Services; provided, however, Customer has the right to terminate the
Agreement if it does not agree to any such changes.


3.3           Accuracy
of Data.  Each party shall
cause all information provided by such party or its Affiliates to the other party
to be complete, accurate, and current, and in the form and format required by
the other party as previously provided to the party providing the information  or as otherwise mutually agreed to between the parties.


3.4           Extraordinary
Service Needs.  Customer
shall use commercially reasonable efforts to advise Pegasus in writing a
reasonable period of time prior to the occurrence of any events, including
without limitation special promotions, group or tour events and marketing
activities, that Customer knows will require significantly increased support or
levels of service from Pegasus or involve significantly increased usage of any
of the Services by Customer or any Affiliate.


3.5           Network
Security.


(a)           Customer shall (i) upon
Pegasus’ request, identify the individuals given access by Customer to Pegasus’
networks and systems and notify Pegasus of any changes to such group; and
(ii) implement and maintain policies and procedures consistent with
Customer’s responses to the most recent Pegasus-provided network security
survey.  Pegasus shall have the right to
deny any individual’s access to Pegasus’ networks and systems due to security
concerns; provided, however, Pegasus has provided Customer with security
requirements in advance and shall provide Customer with the nature of such
security concern and such denial shall not be unreasonable.



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(b)           To the extent that
Pegasus performs any of the Services via such electronic means, and/or has
access to Customer’s or its Affiliates’ electronic mail, Web site, computer systems
or networks, and/or other Internet systems, Pegasus shall implement
industry-standard security to protect Customer’s and its Affiliates’ computer
systems, network devices and/or the data processed thereon against the risk of
penetration by, or exposure to, a third party via any system or feature
utilized by Pegasus in performing such work and/or accessing such systems.  Unless otherwise specified in the applicable
Service Schedule(s), such protections shall include, but not be limited to, (i)
securing the computer systems and network devices, (ii) protecting against
intrusions of operating systems or software, (iii) implementing access controls
on all data, software or other file-system objects limiting access to only
authorized users, (iv) ensuring the integrity of all data stored or processed,
and (v) preventing the loss of data processed or transferred.


(c)           Pegasus shall monitor
all service, equipment, test environment, and communication links for security
breaches, violations and suspicious activity, and shall notify Customer
immediately in the event of any security breaches, violations or suspicious
activity


4.0  FEES
AND COSTS


4.1           Fees and
Costs.  The parties agree
to pay the fees and costs for the Services as set forth in the Pricing Schedule
attached hereto and made a part of this Agreement.


4.2           Taxes.  Customer shall pay all sales, use, excise,
value added and similar taxes and duties levied by any taxing authority upon
this Agreement or the services provided by Pegasus pursuant to this Agreement
other than taxes that are levied upon Pegasus’ net income or payroll
(collectively, “Taxes”).


4.3           Payment
of Fees and Costs.


(a)           Except as otherwise
provided in the Pricing Schedule attached hereto or in any Service Schedule,
all undisputed amounts payable pursuant to this Agreement are due within thirty
(30) days of the date of receipt of each billing statement and shall be paid in
U.S. Dollars.  If any amount is past due
pursuant to this Agreement, in addition to any rights of termination provided
herein, the past due party agrees to pay interest on such amount at the rate of
(***) per month, or the maximum rate allowed by law, whichever is lower;
provided, however, Customer shall not be charged interest if Pegasus is
delinquent in electronically deducting its fees.


(b)           A party shall notify
the other party in writing, within thirty (30) business days of receipt of a
billing statement, of any good faith dispute concerning any amount reflected as
due on such billing statement.  Such notice
shall include a written statement identifying in reasonable detail the facts
relating to the dispute, the amount disputed and the relief requested or
proposed.  The dispute of an amount due
shall not relieve any obligations to pay all undisputed amounts in accordance
with this Agreement.  The parties shall
use good faith efforts to resolve any such disputes in a timely manner.


4.4           Annual
Increase.  Deleted by agreement.


4.5           Third-Party
Costs and Fees.  Customer
acknowledges that any third party costs passed on by Pegasus to Customer may
not include discounts, rebates or credits received by Pegasus.  All third party charges shall be set forth on
the applicable Pricing Schedule.


5.0  TERM


5.1           Term of
Agreement. The term of this Agreement shall begin on the
Effective Date and shall continue until the term of each Service Schedule,
including all renewals and extensions thereof, has terminated, provided that
the term of this Agreement may be earlier terminated, as specified below.


6.0  TERMINATION


6.1           Termination
Upon Default.  Upon the
occurrence of an Event of Default (as defined in Section 7.0



 3
 









below) by either party
and the failure of the defaulting party to cure such Event of Default after
written notice and opportunity to cure as provided in Section 7.3
hereof, the non-defaulting party may terminate each Service Schedule affected
by such Event of Default upon written notice given to the defaulting party
within thirty (30) days of the expiration of the cure period.  Upon the occurrence of an Event of Default
with respect to Section 4.1 hereof by Customer, or Section 8.1
hereof by either party, and the failure of the defaulting party to cure such
Event of Default after written notice and opportunity to cure as provided in Section
7.3 hereof, the non-defaulting party may terminate this Agreement upon
written notice given to the defaulting party within thirty (30) days of the
expiration of the cure period.


6.2           Effect of Termination.  Upon the termination
of this Agreement or any Service Schedule (a) each billed party shall promptly
pay to the billing party all undisputed amounts due to such billing party
pursuant to this Agreement; and (b) the billing party may continue to perform
all or part of the Services consistent with past practices as operationally
necessary to finalize the termination of Services and the billed party agrees
to pay to the billing party the undisputed amounts for those Services performed
that would be payable if the Agreement had not terminated.  Following the payment to Pegasus of the
amounts described in the preceding sentence, Pegasus shall deliver to Customer,
in a format supported by the Pegasus systems used to provide the related
Services, one or more data files containing all of Customer’s data stored on
such systems as of the date of such termination.


6.3           Survival.  Sections 6.2 (Effect of Termination), 6.3
(Survival), 8.1 (Confidentiality), 9.1 (Pegasus Ownership), 9.2 (Customer
Ownership), 9.3(b) (Use of Marks), 9.4 (Definition), , 10.1 (Indemnification),
10.2 (Representations and Warranties), 10.3 (Disclaimer of Warranties), 10.4
(Limitation of Liability), 10.5 (No Consequential Damages), 11.2 (Law and
Venue), 11.11 (Waiver) and 11.12 (Severability) hereof and any rights or
obligations of Pegasus or Customer that may have accrued as of the termination
of this Agreement shall survive such termination.


7.0  DEFAULT


7.1           Events of
Default.  Subject to Section
7.2 hereof, any one of the following listed occurrences shall be considered
an “Event of Default”:


(a)           Either party hereto
fails to pay any amount due here­under within the time period required;


(b)           Either party hereto
commits a material breach of this Agreement; or


(c)           Either party ceases to
do business as a going concern; becomes insolvent, bankrupt or the subject of a
receivership; makes an assignment for the benefit of its creditors or enters
into an arrangement with creditors in lieu thereof; authorizes, applies for, or
consents to the appointment of a trustee or liquidator of all or substantially
all of its assets or has proceedings seeking such an appointment commenced
against it which are not terminated within sixty (60) days of such
commencement; or has any substantial part of its property subjected to any
levy, seizure, assignment or sale for, or by any creditor or governmental
agency without said levy, seizure, assignment or sale being lifted, released,
reversed or satisfied within ten (10) days.


7.2           Force
Majeure.  The occurrence
of an event listed in Section 7.1(b) hereof will not constitute an Event
of Default if the occurrence is caused by or results from governmental
regulation, acts of God, terrorist acts, fire, war, civil unrest, power
fluctuations or outages, public utility failures, mechanical defects, or other
events beyond the control of the affected party, provided that if such event continues
for more than thirty (30) consecutive days, either party may terminate this
Agreement by providing notice to the other party as specified in Section
11.6 of this Agreement.


7.3           Notice of
Default and Cure Period. 
Following the occurrence of an Event of Default, the non-defaulting
party may give written notice to the defaulting party specifying the same.  Except as otherwise provided in the Pricing
Schedule attached hereto or in any Service Schedule, the defaulting party shall
be entitled thirty (30) days after receipt of such notice within which to cure
any default.



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8.0 
CONFIDENTIALITY


8.1           Confidentiality.  For purposes of this Agreement, “Confidential
Information” shall mean all information furnished by one party hereto to the
other in connection with this Agreement that is designated or treated as
confidential by the disclosing party; all information concerning the design,
functionality and operation of the Pegasus systems used to provide the
Services; and all Customer data generated by the operation of such
systems.  Confidential Information shall
not include any information that (a) is already lawfully known by the receiving
party when received as a matter of record; (b) is independently developed by the receiving party; (c) is now or
hereafter becomes generally available to the public through no fault of the
receiving party; (d) is received by the
receiving party from a third party legally entitled to make such disclosure;
or (e) is disclosed after the receiving party obtains prior written approval
from the disclosing party for such disclosure. 
Neither party hereto shall use the other party’s Confidential
Information for any purpose other than to fulfill its obligations arising under
this Agreement.  Each party hereto shall
use reasonable efforts to keep confidential the other party’s Confidential
Information and the terms and pricing contained in this Agreement and shall not
disclose such information to any person or entity other than its employees,
agents, and affiliates who agree to comply with this Section 8.1 or
other than as required to fulfill its obligations arising under this
Agreement.  Each party hereto shall be
responsible for the breach of this Section 8.1 by its employees, agents,
and affiliates.  After the termination of
this Agreement each party hereto shall promptly return to the other party or
destroy all original and duplicate copies of the other party’s Confidential
Information furnished to it upon the written request of the other party,
provided that Pegasus may retain in its records relating to its performance of
the Services Customer’s Confidential Information that is incorporated into such
records in the normal course of Pegasus’ business.  Each party shall certify any such destruction
to the other party within five business days of such written request.  Notwithstanding this Section 8.1,
Pegasus may use and disclose data derived by Pegasus in the performance of this
Agreement, provided that neither Customer, nor any Affiliate or customer of any
Affiliate, is identifiable from such data. 
In the event that the receiving party is ordered, by law, rule,
regulation, governmental agency or court of competent jurisdiction, to disclose
Confidential Information of the disclosing party, the receiving party will
provide prompt notice of such order to the disclosing party and cooperate with
and assist the disclosing party, at the disclosing party’s cost and expense, so
that the disclosing party may limit the scope of any disclosure.  To the
extent that Pegasus has access to personally identifiable information
(including, but not limited to, names, phone numbers, addresses, credit card
information, social security numbers, and/or account or financial information) of Customer’s or its Affiliates’ employees,
franchisees, sales associates, brokers, or customers, Pegasus acknowledges and
agrees that such information is highly confidential and private in nature and
agrees to hold such information in the strictest of confidence, and protect
such information, in accordance with Customer’s privacy policies, the
aforementioned confidentiality provisions, and applicable law. Pegasus
shall not use or disclose such personally identifiable information without the
prior written consent of Customer and the applicable individual(s) to whom the
information belongs. In the event that Customer and the applicable
individual(s) so consent, Pegasus may disclose such personally identifiable
information only to the extent expressly permitted by Customer and such
individual(s) and only in accordance with the terms of this Agreement and
applicable law.


8.2           No Hire.  Deleted by
agreement.


9.0 
INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP OF DATA


9.1           Pegasus
Ownership.  Pegasus and
its licensors shall retain exclusive ownership of all right, title and
interest, including without limitation, all Intellectual Property Rights (as
defined in Section 9.4 hereof), in and to the Services and the systems
and software used by Pegasus to provide the Services; the design,
functionality, operation and components of the same; all modifications,
enhancements and upgrades to the same; and Pegasus’ business methods.  No right, title or interest of any kind in
the foregoing is granted to Customer or any Affiliate pursuant to this
Agreement.


9.2           Customer
Ownership.  Customer and
its licensors shall retain exclusive ownership of all right, title and
interest, including without limitation, all Intellectual Property Rights (as
defined in Section 9.4 hereof) in and to (a) Customer’s and Affiliates’ data
residing on the Pegasus systems; and (b) Customer’s and Affiliates’ images
stored during the term of this Agreement on Pegasus’ servers.  No right, title or interest of any kind in
the foregoing is granted to Pegasus pursuant to this Agreement.


9.3           Use of
Marks.


(a)           Customer represents
that it has the right to grant, and hereby grants, to Pegasus the right
to use



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and display, and store on
Pegasus’ servers, Customer’s and each applicable Affiliate’s trademarks,
service marks, trade names, trade dress, logos, names, and pictures (and those
of any third party which are used or provided by Customer and each of its
applicable Affiliates) to the extent necessary to perform Pegasus’ obligations
in accordance with this Agreement. Notwithstanding the preceding sentence,
Pegasus acknowledges and agrees that it will not obtain any right, title or
interest in or to the foregoing pursuant to this Agreement.


(b)           Customer shall
indemnify, defend and hold harmless Pegasus and its subsidiaries, and the
officers, directors employees and agents of the same, from and against all
losses, claims, liability, costs, damages, fines, and expenses (including all
legal costs) incurred or suffered by any of the indemnified parties that arise
out of or in connection with a third party claim based upon the actions
described in the preceding subsection (a) other than any losses, liability,
costs, damages, fines or expenses resulting from any indemnified party’s
alteration or misuse of Customer’s or any Affiliate’s trademarks, service
marks, trade names, trade dress, logos, names or pictures.


(c)           Neither party shall use
any of the trademarks, service marks, trade names, trade dress, logos or name
of the other party or its affiliates in any way including, without limitation,
in any advertising or promotional materials, without the prior written approval
of the owning party.  Neither party nor
any of its affiliates shall obtain any right, title or interest in or to the
other party’s Intellectual Property Rights (as defined in Section 9.4 herein)
pursuant to this Agreement.


9.4           Definition.  As used in this Agreement, “Intellectual
Property Rights” shall mean any and all now known or hereafter known tangible
and intangible (a) rights associated with works of authorship, including but
not limited to copyrights and moral rights; (b) trademark, trade name and trade
dress rights and similar rights; (c) trade secret rights; and (d) patents,
designs, algorithms and other industrial property rights; all other
intellectual and industrial property rights (of every kind and nature
throughout the world and however designated), whether arising by operation of
law, contract, license or otherwise; and all registrations, initial
applications, renewals, extensions, continuations, divisions or reissues
thereof now or hereafter in force.


9.5           Intellectual
Property Indemnification. 
Should any claim be raised by any third party alleging that Customer’s
use of any of the Services or Intellectual Property Rights constitute
infringement of any United States patent, copyright, license or other property
right (an “IP Claim”), Pegasus will, at its expense, defend such IP Claim and
will indemnify Customer from and against each claim, demand, loss, liability
and expense (including reasonable attorney’s fees) suffered or incurred by
Customer as a result of or in connection with any IP Claim, except to the
extent that an IP Claim arises as a result of (a) a breach by Customer of its
obligations under this Agreement; (b) any alteration or modification made by
Customer to the Services; (c) use of the Services by Customer in combination
with hardware or software not supplied by Pegasus; or (d) any third party’s
access to or use of any of Pegasus’ services. 
After receiving notice of an IP Claim, Customer shall promptly advise
Pegasus of the IP Claim.  Excluding any
settlement negotiations which affect Customer, Pegasus may, at its sole option,
assume sole control of the defense of any IP Claim and any related settlement
negotiations. Customer shall give Pegasus all reasonable information and
assistance, at Pegasus’s expense, reasonably necessary to defend any IP
Claim.  Should Customer be temporarily or
permanently enjoined from using any Service or Intellectual Property as a
result of any IP Claim, Pegasus, at its own expense, will either procure for
Customer the right to continue to use the Service free from any IP Claim or
replace or modify the offending Service or Intellectual Property so that its
use by Customer becomes non-infringing, as soon as reasonably practicable
following the date on which Pegasus receives notice of such injunction, or
Customer may terminate this Agreement.


10.0 
REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES;
INDEMNIFICATION;LIMITATION OF LIABILITY


10.1         Indemnification.  Each party to this Agreement agrees to
indemnify and hold harmless the other party, the other party’s subsidiaries and
affiliates, and the respective successors and assigns thereof, from any and all
third party losses, liability, damages, costs, claims, demands, actions, or
suits, including reasonable attorneys’ fees and court costs (collectively a “Claim”),
which arise directly or indirectly out of: (i) any breach of Sections 10.2(a),
10.2(b)(iii) or 10.2(b)(iv), (ii) with respect to Pegasus, any loss,
misdirection, or conversion of the funds remitted to Pegasus that resulted from
any error by Pegasus, or (iii) the gross negligence or willful misconduct of
the indemnifying party in connection with its participation/performance
hereunder.  After receiving notice of a



 6
 









Claim
subject to indemnification hereunder, the indemnified party shall promptly
advise the indemnifying party of such Claim. 
Excluding any settlement negotiations which affect the indemnified
party, the indemnifying party may, at its sole option, assume sole control of
the defense of any Claim and any related settlement negotiations.  The indemnified party shall give the
indemnifying party all reasonable information and assistance, at the
indemnifying party’s expense, reasonably necessary to defend any Claim.


10.2         Representations and Warranties.


(a)           Each party warrants and
represents to the other party that:  it is free of
any contractual obligations that would prevent it from entering into and
performing its obligations under this Agreement.


(b)           Pegasus warrants and
represents to Customer that:


(i)            It will perform its
obligations under this Agreement using all reasonable skill and care;


(ii)           All personnel assigned
by Pegasus to perform Pegasus’ obligations under this Agreement shall be
competent and will perform their duties in a professional manner;


(iii)          it shall use commercially
reasonable efforts to ensure, by means of recognized diagnostic and security
procedures, that the Services shall be free from disabling programs or devices
and contamination by any virus and that it will not introduce any such
disabling programs or devices and viruses onto the Customer’s or Affiliate’s
systems while performing the Services; and


(iv)          There are no actions,
suits or proceeding pending which shall have a material affect on Pegasus’
ability to fulfill its obligations under this Agreement


10.3         Disclaimer
of Warranties.  EXCEPT AS
SET FORTH IN SECTION 10.2 ABOVE, NEITHER PARTY MAKES AND EACH PARTY
HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE, MERCHANTABILITY, GOOD AND WORKMANLIKE PRODUCT OR
SERVICE OR NON-INFRINGEMENT, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.


10.4         Limitation
of Liability.  PEGASUS,
ITS SUBSIDIARIES AND AFFILIATES SHALL HAVE NO LIABILITY ARISING FROM OR
RELATING TO (i) THE FAILURE OF THE SERVICES TO OPERATE OR FUNCTION DUE TO
APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER, AN
AFFILIATE OR A THIRD PARTY NOT ACTING AS PEGASUS’ AGENT; (ii) INTERRUPTIONS OF
CUSTOMER’S OR ANY AFFILIATE’S ACCESS TO THE SERVICES OR LOST OR ALTERED
TRANSMISSIONS NOT CAUSED BY PEGASUS; (iii) UNAUTHORIZED ACCESS TO OR THEFT,
ALTERATION, LOSS OR DESTRUCTION BY ANY THIRD PARTY OF CUSTOMER’S OR ANY
AFFILIATE’S APPLICATIONS, CONTENT, DATA, INFORMATION, NETWORKS OR SYSTEMS NOT
CAUSED BY PEGASUS; (iv) DATA PROVIDED OR ENTERED BY CUSTOMER, ANY AFFILIATE OR
ANY THIRD PARTY (OTHER THAN ANY ERROR OR OMISSION IN DATA CAUSED BY PEGASUS’,
OR PEGASUS’ AGENTS’ OR SUBCONTRACTORS’, ENTRY OF THAT DATA); OR (v) ANY GOOD OR
SERVICE SUPPLIED TO CUSTOMER OR AN AFFILIATE BY ANY THIRD PARTY THAT IS
REFERRED BY PEGASUS OR THAT HAS A HYPERLINK, ADVERTISEMENT OR OTHER PRESENCE ON
ANY PAGE OR SCREEN DISPLAYED BY PEGASUS. 
EXCEPT FOR EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS,
AND PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S LIABILITY UNDER THIS
AGREEMENT EXCEED THE TOTAL FEES AND COSTS PAID BY CUSTOMER FOR THE SERVICES
DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CAUSE OF ACTION
OR OCCURRENCE WHICH IS THE BASIS OF EITHER PARTY’S CLAIM AGAINST THE OTHER
PARTY.


10.5         No Consequential
Damages.  EXCEPT FOR THE
OBLIGATIONS SET FORTH HEREIN PERTAINING TO CONFIDENTIALITY AND INDEMNIFICATION,
IN NO EVENT WILL EITHER PARTY, NOR ANY AFFILIATE, BE LIABLE FOR ANY PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL,
REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.



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11.0 
MISCELLANEOUS


11.1         Mandatory
Arbitration.  Deleted by
agreement.


11.2         Law and Venue.   If any dispute between Pegasus and Customer
arises out of this Agreement, the parties agree that the laws of the State of
New York, USA shall control without reference to its conflict of laws
principles.  In the event Pegasus
institutes any legal proceeding relating to this Agreement against Customer,
venue for such proceeding shall be in New York County, New York, and in the
event Customer institutes any legal proceeding relating to this Agreement
against Pegasus, venue for such proceeding shall be in Dallas County, Texas.


11.3         Compliance
with Laws.  Each party
shall fully comply with all material laws, regulations and governmental orders
applicable to their performance of this Agreement, including without limitation
those regarding trade sanctions, export control, data protection and the
processing of personal data. 
Notwithstanding anything to the contrary contained in this Agreement, in
no event shall either party or any of its affiliates be required to perform
hereunder to the extent that such party reasonably concludes that such
performance may violate any applicable law, regulation or governmental order.


11.4         Status of
Parties.  This Agreement
does not constitute a partnership, joint venture, or similar arrangement
between the parties, and neither party nor any of their respective directors,
officers, employees or agents shall be deemed to be an agent, employee, or
legal representative of the other. 
Neither party hereto is authorized by this Agreement to bind the other
or otherwise act in the name of or on behalf of the other.  Nothing in this Agreement shall be construed
to give any person or entity other than Pegasus and Customer any legal or
equitable right, remedy or claim in connection with or arising from this
Agreement.


11.5         Assignment.  This Agreement is not assignable by Pegasus
or Customer without the prior written consent of the other party, and such
consent may not be unreasonably withheld or delayed.  Notwithstanding the foregoing, either party
may assign this Agreement without consent in the event of a merger, acquisition
or sale of all or substantially all of its assets provided the assignee
unconditionally assumes the Agreement in writing.  Either party may assign this Agreement or any
part of the Services to any of its subsidiaries or affiliates without the other
party’s consent.  Any assignment of this
Agreement in violation of this section shall be void and unenforceable.  Notwithstanding the foregoing, if a Pegasus
Change in Control occurs, Customer may terminate this Agreement with sixty (60)
days prior written notice.  For purposes
of this provision, a “Pegasus Change in Control” means an event in which
Pegasus becomes controlled by, or an affiliate of, a Customer competitor.  For purposes of this provision, “controlled
by” means the possession, directly or indirectly, of the power to direct or
cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, or by contract).  For purposes of this provision, “Customer
competitor” means Amadeus Global Travel Distribution S.A., Sabre, Inc.
(including Easy Sabre, Travelocity, Site59 and GetThere), Hotels.com,
Hotwire.com and Expedia Inc. (including Travelscape) and all subsidiaries and
affiliates of, and any successor entity to, any of the foregoing


11.6         Notices.  All notices contemplated hereby must be in
writing and (a) personally delivered; (b) deposited in the mail, first-class,
registered or certified mail, return receipt re­quested, or similar service
with postage prepaid; or (c) sent by overnight courier service (for next
business day delivery if within the country of the sender or second business
day delivery if outside the country of the sender), shipping prepaid as follows
(or to such persons or addresses as any party may request by notice duly given
hereunder):


	
  If to Pegasus:

  	
  If to Customer:

  
	
  Pegasus Solutions, Inc.

  	
  Orbitz
  Worldwide, LLC

  
	
  8350 N. Central
  Expressway, Suite 1900

  	
  500
  West Madison

  
	
  Dallas, Texas 75206 USA

  	
  Chicago,
  IL  60661

  
	
  Attn: Contract
  Notifications

  	
  Attn:
  Seth Brody

  
	
   

  	
   

  
	
  cc: General Counsel

        at the
  same address

  	
  cc: General
  Counsel,

        at the same address

  



 


Except
as otherwise specified herein, notices will be deemed given and received at the
time of delivery or of



 8
 









refusal
of delivery.


11.7         Entire
Agreement; Controlling Language. 
This Agreement, the Service Schedules and any other attachments hereto
constitute the entire agreement between Pegasus and Customer with respect to
the subject matter of this Agreement and supersedes and replaces any and all
other agreements and represen­ta­tions, verbal or written, with respect
thereto.  The Master Services Agreement
between Pegasus Solutions, Inc. and Cendant Travel Distribution Services Group,
Inc. (predecessor to Customer) dated August 8, 2005 and all schedules thereto
are hereby terminated. There are no representa­tions, warranties or agreements
made or relied upon by either party with respect to the subject matter of this
Agreement that are not set forth in this Agreement. This Agreement (including
the Service Schedules and any other attachments hereto) may not be amended or
modified other than by a written agreement executed by Customer and
Pegasus.  In the event of any conflict between
the terms of this Agreement and the terms of any Service Schedule, the terms of
this Agreement shall control.  This
Agreement has been executed in the English language, which shall be the
controlling language with respect to this Agreement in all respects.  Any translation of this Agreement into
another language is for convenience only and no such translation shall be
binding against the parties hereto.


11.8         Exclusive
Agreement.  Deleted by
agreement.


11.9         Successors
and Assigns.  This
Agreement shall be binding upon and will inure to the benefit of the legal
represen­tatives, successors and duly authorized assigns of each party whether
resulting from merger, acquisition, reorganization or assignment pursuant to
the terms hereof.


11.10       Execution;
Retention.  This Agreement
may be executed in counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement enforceable against each party in accordance with its
terms.  A signature delivered by
facsimile transmission shall be effective to bind the executing party.  This Agreement may be retained or stored by
either party solely in an electronic format, and any reproduction of this
Agreement by reliable means from an electronic format shall be deemed an original.


11.11       Waiver.  Except as otherwise provided herein, the
failure of a party hereto to exercise any of its rights or to enforce any of
the provisions of this Agreement on any occasion shall not be a waiver of such
right or provision, nor affect the right of such party thereafter to enforce
such right or provision.


11.12       Severability.  If any provision of this Agreement shall be
held illegal, invalid or unenforceable by a court of competent jurisdiction, in
whole or in part, such provision shall be deemed modified to the minimum extent
necessary to make it legal, valid and enforceable, and the legality, validity
and enforceability of the remaining provisions shall not be affected.


11.13       Insurance.  At no cost to Customer, Pegasus shall obtain
and maintain commercial general liability insurance from on or more companies
having an A.M. Best’s Rating of A-VII or better, which insurance will have
minimum limits of $2,000,000 bodily injury and property damage per occurrence;
shall be occurrence based; and shall include personal injury coverage.


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  ORBITZ WORLDWIDE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael H. Kistner

  	
   

  	
   

  	
  By:

  	
  /s/ Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Michael H. Kistner

  	
   

  	
   

  	
  Name:

  	
  Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP & COO

  	
   

  	
   

  	
  Title:

  	
  VP/GM, Hospitality

  	
   

  



 



 9














Commission Processing


Member Services Schedule


(ERTS)


This Commission Processing Member Services Schedule is
attached to and a part of the Master Services Agreement with the Effective Date
of August 8, 2007, by and between Pegasus Solutions, Inc. (“Pegasus”) and Orbitz
Worldwide, LLC (“Customer”).


1.                                       Definitions.  All capitalized terms used in this Commission
Processing Member Services Schedule but not defined herein shall have the
meanings set forth elsewhere in this Agreement. 
In addition, the following definitions shall apply for purposes of this
Commission Processing Member Services Schedule:


(a)          Commission Processing Member Services Schedule Effective Date
means   August 8, 2007, .


(b)          Commission means a payment owed to Customer for distribution
services provided by Customer, whether such payment is in the form of a
percentage commission or payment, payment of a flat fee or payment of an
incentive or override.


(c)          Commission Response means a record, other than a Participant
Commission Record, of the determination by a Commission payor of the amount
due, or of the amount paid by a Commission payor, to Customer for the sale of a
reservation by means of Customer’s services.


(d)          Electronic Reconciliation
and Tracking is the trade name for Pegasus’ services described in
paragraph 3 of this Agreement


(e)          Member Commissions
means an amount equal to the aggregate Commissions received by Pegasus from all
Participants, less any applicable fees authorized by the Pricing Schedule and
any applicable Taxes.


(f)           Member Commission Statement means a record of all
Participant Commission Records communicated to Pegasus with respect to a given
payment of Member Commissions.


(g)          Participant
means an entity that is subject to an agreement pursuant to which Pegasus
processes such party’s payment of Commissions.


(h)          Participant Commission
Record means a record (i) of the determination by a Participant of
the amount of one or more Commissions due to Customer; and (ii) that is
communicated to Pegasus by such Participant for processing by Pegasus
Commission Processing.


(i)           Payment Period
means the period of time to which a payment of Member Commissions relates.


(j)           Pegasus Commission
Processing is the trade name for Pegasus’ services described in
paragraph 2 of this Agreement


(k)          Underpayment
means the payment to Pegasus by a Participant of funds relating to Pegasus
Commission Processing in an amount less than the amount specified by Pegasus
for such payment.


2.                                       Pegasus Commission Processing Services.  Pegasus shall, on a weekly basis, or as
otherwise agreed by the parties:


(a)          consolidate by
Participant those Participant Commission Records and Commissions received by
Pegasus with respect to the immediately preceding Payment Period;


(b)          transmit to Customer
the Member Commission Statement relating to the immediately preceding Payment
Period, provided that no Member Commission Statement will be generated if no
Member Commissions are paid; and


(c)          distribute to
Customer, in the currency requested by Customer from a list provided by
Pegasus, the Member Commissions relating to the immediately preceding Payment
Period.


Notwithstanding paragraph 2(c) above, Pegasus shall
have no obligation to pay to Customer any amount relating to an Underpayment
until Pegasus receives the balance of the Underpayment from the relevant
Participant.



 1
 








3.             Electronic Reconciliation
and Tracking Services. 
Pegasus agrees to perform the following services with respect to all
Commission payors:


(a)          enter into its Electronic
Reconciliation and Tracking system the following information received from
Customer or third parties: (i) Commission Responses received by Customer; (ii)
Commission Responses received by Pegasus on Customer’s behalf from travel
suppliers that are not Participants; and (iii) payments received by Customer
from Commission payors;


(b)          match reservation information received
by Pegasus from Customer to reservation information received by Pegasus from
Commission payors, and report the Commission Responses that have been received
by Pegasus and that relate to such reservation information;


(c)          based upon information generated by
the process described in paragraph 3(b) above, track overdue Commissions on a
continuing basis and request payment of each overdue Commission for up to 180
days after the end of the month to which the associated reservation relates;


(d)          provide reports to Customer setting
forth, in detail and summary form, the information used in or generated by the
processes described in paragraphs 3(a), 3(b) and 3(c) above;


(e)           provide monthly reporting for the top
15 brands on the percentage of commissionable and non commissionable payments


(f)            provide monthly reporting on the
payment match rate for participants and non participants; and


(g)           provide a monthly payment transaction
breakdown consisting of commissionable, non commissionable, no shows and
cancels as reported in the monthly payment file.


4.             Customer’s Duties.  Customer shall:


(a)          except for merchant transactions,
refrain from acting to circumvent the processing of Commissions pursuant to
this Commission Processing Member Services Schedule unless otherwise agreed to
between the parties;


(a)          provide Pegasus with all Customer
ARC/IATA numbers, and promptly notify Pegasus of additions and changes to, and
deletions of, such numbers; and


(b)          provide to Pegasus no later than the
fifth (5th)
business day after the end of each calendar month or as otherwise agreed by the
parties (i) a file containing all reservation information relating to such
calendar month, such file to designate each such reservation that is
non-commissionable; and (ii) all Commission Responses in the form of
statements, copies of checks or other mutually agreed verification of payments
received directly by Customer from Commission payors.


5.             Affiliates.  The parties agree that, in addition to
Customer, (a) Pegasus shall provide Pegasus Commission Processing and
Electronic Reconciliation and Tracking pursuant to this Agreement to those
Affiliates that are designated in writing by Customer for the provision of such
services; and (b) the terms of this Commission Processing Member Services
Schedule shall be applicable to each designated Affiliate and Customer shall
use commercially reasonable efforts to cause each designated Affiliate to
observe and comply with the same. 
Customer  acknowledges that it has
the  authority to direct Pegasus to
provide Pegasus Commission Processing and Electronic Reconciliation and
Tracking to each Affiliate designated by Customer for the provision of such
services.  Customer shall indemnify,
defend and hold harmless Pegasus and its subsidiaries, and the officers,
directors employees and agents of the same, from and against all losses,
claims, liability, costs, damages, fines, and expenses (including all
reasonable legal costs) incurred or suffered by any of the indemnified parties
that arise out of or in connection with any claim that any of Customer’s
Affiliates did not elect to receive the Services hereunder from Pegasus through
Customer.


6.             Additional Terms.  No dispute between Customer and any
Commission payor concerning any Commission shall in any way affect or reduce
the obligations of Customer to abide by the terms of this Commission Processing
Member Services Schedule.  Customer
shall, promptly after receiving notice from Pegasus, repay to Pegasus any confirmed
amounts paid in error to Customer pursuant to this Commission Processing Member
Services Schedule.  Customer acknowledges
that Pegasus incurs costs and risks in converting currency for the benefit of
Customer and agrees that Pegasus may include its standard margin or markup in
the exchange rate to cover these items.



 2
 








7.             Disclaimer.  Customer agrees that the services to be
rendered by Pegasus pursuant to this Commission Processing Member Services
Schedule are those of a clearinghouse only and, accordingly, (a) Pegasus’
obligation to make payments to Customer is limited to the amount of Member
Commissions actually received by Pegasus, and (b) under no circumstances
shall Pegasus be responsible for collecting Commissions owed to Customer or for
uncollected Commissions due to Customer.


8.             Term.  This Commission Processing Member Services
Schedule shall be effective as of the Commission Processing Member Services
Schedule Effective Date and shall continue in effect for an initial term of three
(3) year from such date unless terminated earlier as provided in this
Agreement.  The term of this Commission
Processing Member Services Schedule shall thereafter automatically renew for
additional, successive one (1) year terms unless either party provides written
notice to the other party of its intent to terminate this Commission Processing
Member Services Schedule at least ninety (90) days prior to the expiration of
the then current term.


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  ORBITZ WORLDWIDE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael H. Kistner

  	
   

  	
   

  	
  By:

  	
  /s/ Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael H. Kistner

  	
   

  	
   

  	
  Name:

  	
  Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP & COO

  	
   

  	
   

  	
  Title:

  	
  VP/GM, Hospitality

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  9/19/2007

  	
   

  	
   

  	
  Date:

  	
  9/21/07

  	
   

  



 



 3















Pricing
Schedule 


Commission
Processing -


ERTS


This Pricing
Schedule is attached to and a part of the Master Services Agreement with the
Effective Date of August 8, 2007, by and between Pegasus Solutions, Inc.
(Pegasus) and Orbitz Worldwide, LLC


1.             Definitions.  All capitalized terms used in this Pricing
Schedule but not defined herein shall have the meanings set forth elsewhere in
this Agreement.  In addition, the
following definitions shall apply for purposes of this Pricing Schedule:


(a)          Pricing Schedule Effective
Date means August 8, 2007.


2.             Pegasus Commission
Processing Services.  For
Pegasus’ performance of services pursuant to paragraph 2 of the Commission
Processing Member Services Schedule, Customer shall pay Pegasus a fee equal to (***)
of the total Commissions paid by Participants to Customer as set forth on the
Member Commission Statements.  Costs
associated with tapes or diskettes and other optional services, if any,
requested by Customer shall be as agreed to in writing between the
parties.  Notwithstanding any other
provision of this Agreement, the fees and costs set forth in the preceding
sentence, and any Taxes, shall be deducted by Pegasus from the Commissions paid
by Participants to Customer.


3.             Electronic
Reconciliation and Tracking Services.  For Pegasus’ performance of services pursuant
to paragraph 3 of the Commission Processing Member Services Schedule, Customer
shall pay to Pegasus:


(a)          (***) of the total Commissions, with
respect to which Pegasus performed the service described in subparagraph

3(c) of the Commission Processing Member Services Schedule, paid by
Participants to Customer as set forth on the Member Commission Statements; plus


(b)          (***)
of the total Commissions, with respect to which Pegasus performed the service
described in subparagraph

3(c) of the Commission Processing Member Services Schedule, paid by Commission
payors to Customer as set forth on the reports described in subparagraph 3(d)
of the Commission Processing Member Services Schedule (other than Member
Commission Statements).  (***); plus


(c)          (***)
for each Commission Response received for Orbitz with respect to which Pegasus
performs the service described in subparagraph 3(a) of the Commission
Processing Member Services Schedule; provided that, if Customer fails to
provide Commission Responses as agreed by the parties, Customer shall pay
Pegasus an amount equal to the amount paid by Customer pursuant to this
subparagraph immediately prior to such failure.


All fees due pursuant to
this paragraph shall be in addition to the fees and costs set forth in the
immediately preceding paragraph, if any, that are due with respect to the
subject Commissions.  Notwithstanding any
other provision of this Agreement, all fees due pursuant to this paragraph
shall be deducted by Pegasus from the Commissions paid by Participants to
Customer.


4.             Renegotiation of Fees.  If (a) the number of commissionable
reservations set forth on three consecutive Member Commission Statements is
less than (***) of the total number of reservations set forth on such Member
Commission Statements, or (b) the average commission rate applicable to the
commissionable reservations set forth on three consecutive Member Commission
Statements is less than (***), then (y) Pegasus and Customer shall promptly
enter into good faith negotiations to amend the preceding paragraph of this
Pricing Schedule entitled “Pegasus Commission Processing Services” (and the
preceding paragraph entitled “Electronic Reconciliation and Tracking Services”,
if included in this Pricing Schedule) in a mutually agreeable manner; and (z)
in the absence of such an amendment, Pegasus shall have the right to terminate
the Commission Processing Member Services Schedule sixty (60) days after the
commencement of such negotiations.


5.             Professional Services Fees.


(a)          Implementation.  Waived.


(b)          Other Professional
Services.  Customer shall pay
fees to Pegasus for Pegasus’



 1
 









performance of
professional services (other than those relating to the immediately preceding
subparagraph (a)) as specified in the work order, statement of work or similar
document executed by Pegasus and Customer regarding the professional services
performed.


6.             Term.  This Pricing Schedule shall be effective as
of the Pricing Schedule Effective Date and shall continue in effect thereafter
with respect to each Service that Pegasus provides pursuant to this Agreement
until such time as this Pricing Schedule has been terminated or replaced with
respect to such Service.


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  ORBITZ WORLDWIDE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael H. Kistner

  	
   

  	
   

  	
  By:

  	
  /s/ Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael H. Kistner

  	
   

  	
   

  	
  Print:

  	
  Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP & COO

  	
   

  	
   

  	
  Title:

  	
  VP/GM, Hospitality

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  9/19/2007

  	
   

  	
   

  	
  Date:

  	
  9/21/07

  	
   

  



 



 2















UltraDirect Services


Schedule 


This
UltraDirect Services Schedule is attached to and a part of the Master Services
Agreement with the Effective Date of August 8, 2007, by and between Pegasus
Solutions, Inc. (“Pegasus”) and Orbitz Worldwide, LLC (“Customer”).


1.             Definitions.  All capitalized terms used in this
UltraDirect Services Schedule but not defined herein shall have the meanings
set forth elsewhere in this Agreement. 
In addition, the following definitions shall apply for purposes of this
UltraDirect Services Schedule:


(a)           UltraDirect
Services Schedule Effective Date means August 8th, 2007.


(b)            Available means that
(i) the Reservation Function transmits Reservations Data materially in
accordance with the terms of this UltraDirect Services Schedule; and (ii) the
Reservation Function is accessible from the point at which the Pegasus data
center local area network intersects with the wide area networks over which
Reservations Data are transmitted to the Reservation Function pursuant to this
UltraDirect Services Schedule. It is the intent of both parties to work toward
valid responses from the central reservations systems represented.  Pegasus’ contribution will include the Best
Practices Certification initiative for CRS’s.


(c)           Customer’s Web Site
means the Internet site(s) created, maintained and hosted by or on behalf of
Customer and its Affiliates with the following address(es): Orbitz.com,
CheapTickets.com, eBookers.com, RatestoGo.com, HotelClub.com, Lodging.com,
Asia-Hotels.com, Trip.com, and any successor or replacement site(s) created,
maintained and hosted by or on behalf of Customer or its Affiliates as well as
white label and affiliate distribution sites of the foregoing.


(d)           Downtime
is the amount of time during which the Reservation Function is not Available,
subject to the provisions of subparagraph 8(c) of this UltraDirect Services
Schedule.


(e)           Fees
means those fees set forth in paragraphs 2 through 5 of the UltraDirect Pricing
Schedule to this Agreement.


(f)            Geo Search means functionality allowing an accessor of
Customer’s Web Site to receive, in response to a query, a list of the lodging
establishments whose information appears in the Online Distribution Database
that satisfy the following criteria: (i) a location described as either a
physical address or latitude and longitude; and (ii) a radial distance in miles
or kilometers specified from such location.


(g)           Geo
Search Maps means functionality allowing an accessor of Customer’s Services
to request and view a map showing the lodging establishments included in the
Online Distribution Database in response to a Geo Search query.


(h)           Issue
means a problem that causes a failure of, or a degradation in, the operation of
the Reservation Function or the Online Distribution Database


(i)            Look to Book Ratio
means the ratio of (i) the sum of Single Property Availability Requests plus
Multi-Property Availability Requests plus Rate Plan Information Requests with
respect to a particular time period, to (ii) Total Reservations with respect to
the same time period.


(j)           Maintenance
Window means the following hours, subject to change upon the agreement of Pegasus
and Customer: (i) 10:00 p.m. to midnight, Mountain Standard Time (North
America), on each Friday; and (ii) 9:00 p.m. to midnight, Mountain
Standard Time (North America), on each Saturday.


(k)           Monitoring
Application means an automated monitoring application employed by Pegasus
that generates test messages, causes such messages to be transmitted throughout
the technology infrastructure used by Pegasus to deliver the Services and
records the results of each transmission for later analysis.


(l)           Multi-Property
Availability Request means a single request message for rates and
availability relating to two or more lodging properties that is transmitted
through the UltraDirect Interface pursuant to this UltraDirect Services
Schedule.



 1
 









(m)         Net
Reservations means the number of reservations transmitted through
the UltraDirect Interface during a particular time period, less the number of
cancellations of reservations transmitted through the UltraDirect Interface
during the same time period.


(n)           Offensive
Content means content that, is defamatory, obscene, pornographic,
gratuitously violent or otherwise offensive.


(o)          Online Distribution Database means a digital database of
lodging data and images created and maintained by or for Pegasus.


(p)          Onward Distributor means a party other than Pegasus, Customer
or an Affiliate that operates an electronic system that displays and transmits
Reservations Data which includes providers of metasearch or rate auditing
functionality (also known as crawlers) that have contractual relationships with
Customer.


(q)          Rate
Plan Information Request means a single request message for detailed
information regarding a specified rate and room type that is transmitted
through the UltraDirect Interface pursuant to this UltraDirect Services
Schedule.


(r)           Reservations
Data means reservation rate and availability information, and information
relating to the making, changing and canceling of reservations.


(s)          Reservation
Function means Pegasus-provided functionality that transmits Reservations
Data between reservation systems and other systems.


(t)           Response Time means the time elapsed from Customer’s
submission of a valid request to Pegasus’ return of response excluding time for
respective CRS response.


(u)          Scheduled
Downtime means a period of time (i) during the Maintenance Window, (ii)
during which the Reservation Function is not Available, and (iii) with respect
to which Pegasus gives Customer notice in compliance with subparagraph 8(d) of
this UltraDirect Services Schedule.


(v)          CRS Scheduled Downtime means a period of time during which a
particular CRS is not Available, and with respect to which such CRS has given
Pegasus advance notice.


(w)          Single Property Availability Request means a single request
message for rates and availability relating to one lodging property that is
transmitted through the UltraDirect Interface pursuant to this UltraDirect
Services Schedule.


(x)            Total Looks means the sum of Single Property Availability
Requests plus Multi-Property Availability Requests plus Rate Plan Information
Requests with respect to a particular time period,


(y)           Total Reservations means the total number of reservation
requests transmitted through the UltraDirect Interface pursuant to this
UltraDirect Services Schedule.


(z)           UltraDirect
Interface means an interface between: (i) Customer’s Web Site and (ii) the
Online Distribution Database and the Pegasus system(s) performing the
Reservation Function.


(aa)        UltraDirect
Services means the services described in paragraph 2 of this UltraDirect
Services Schedule.


2.             UltraDirect
Services.  Pegasus agrees
to (a) provide Customer with specifications for Customer’s use in creating and
implementing the UltraDirect Interface; (b) grant Customer’s Web Site access to
the Online Distribution Database and the Reservation Function through the
UltraDirect Interface created, implemented and maintained by Customer in
conformity with such specifications, for the purpose of permitting accessors of
Customer’s Web Site to view data residing in the Online Distribution Database
and to transmit and view Reservations Data; and (c) use commercially reasonable
efforts to support Customer’s implementation and maintenance of the UltraDirect
Interface.


3.             Customer’s
Duties.


(a) General.  The parties agree that as of the UltraDirect Services
Schedule Effective Date, the UltraDirect Interface has been created and
implemented between Pegasus and Customer. Customer shall (i) diligently
maintain the UltraDirect Interface in accordance with this UltraDirect Services
Schedule; (ii) be solely responsible for the creation of all necessary URL
links from Customer’s Web Site to the



 2
 









Online Distribution Database and the Reservation
Function; and (iii) except as expressly permitted under this Agreement, not
permit the Online Distribution Database, the Reservation Function or the
UltraDirect Interface to be copied, downloaded, hyperlinked or in any manner
used or redistributed in whole or in part except as expressly permitted by this
Agreement.


(b)          Onward Distributors.  Except
as set forth in this paragraph, Customer shall not knowingly permit any third
party access to or use of data transmitted through the UltraDirect Interface
other than end-user consumers who access Customer’s Web Site or
Affiliates.  An Affiliate may access or
use of data transmitted through the UltraDirect Interface, provided that any
such Affiliate shall be subject to the same terms and conditions as Customer.  Notwithstanding the foregoing, Customer may
permit Onward Distributors access to and use of data transmitted through the
UltraDirect Interface, subject to Pegasus’ right to, upon sixty (60) days prior
written notice to Customer, prohibit such access and use by any Onward
Distributor which Pegasus reasonably determines is having a material impact on
Pegasus’s systems and/or commercial interests: provided that:


(i)                                      prior
to permitting such access and use by an Onward Distributor, Customer provides
notice to such Onward Distributor stating that (A) such data and the systems
transmitting the same are the sole and exclusive property of Pegasus, its
licensors and/or the lodging establishments whose information appears in the
Online Distribution Database (provided Pegasus need not be named); and (B) no
right, title or interest of any kind in such systems or data is granted by
Pegasus to such Onward Distributor by virtue of its access to and use of such
data.  Pegasus agrees that the
requirements of this Section 3(a)(i) are met by provisions in Customer’s
agreements with its Onward Distributors which state that data is owned by “Third
Parties” and “Suppliers”, even if Pegasus is not specifically mentioned by
name.


(ii)                                   Customer
uses reasonable efforts to terminate such access and use by any Onward
Distributor that displays Offensive Content on any electronic system maintained
and hosted by or on behalf of such Onward Distributor


(iii)                               In
consideration of Pegasus’ agreement to permit Onward Distributors access to and
use of data transmitted through the UltraDirect Interface, Customer hereby
agrees to indemnify, defend and hold harmless Pegasus, its directors, officers,
employees, agents, successors and assigns, from and against any and all
liability and every loss, cost, damage, claim, cause of action and expense
(including reasonable attorneys’ fees) paid or incurred by and one or more of
them arising from or attributable to such access or use by any Onward
Distributor or a user of any Onward Distributor in violation of the terms of
this Agreement provided such loss, cost, damage, claim, cause of action and
expense is not attributable to Pegasus’ negligence or misconduct (or that of
Pegasus’ affiliates).


(c)        Bursting; Look to Book Ratio.


(i)            Methods to
Reduce Ratio.  Each party
shall (i) confer with the other party in good faith regarding recommended
methods for reducing the Look to Book Ratio; and (ii) use commercially
reasonable efforts to implement those recommended methods that Pegasus and
Customer agree in good faith are practicable. 
Pegasus shall continue to implement measures to improve system
stability.


(ii)           Excess Ratio.  If the Look to Book Ratio exceeds (***):1
with respect to a calendar month then:


(a)           The
Fees set forth in paragraph 3 of the UltraDirect Pricing Schedule apply; and


(b)           Pegasus
shall not be obligated to transmit Customer Reservations Data during the
calendar month immediately following such month to any central reservation
system to which the operator of such system has requested that Customer
Reservations Data not be transmitted, provided, however, that Pegasus promptly
notifies Customer of such request.



 3
 









4.             Use of Content.


(a)           Subject
to the terms and conditions of this Agreement, Pegasus hereby grants to
Customer a non-exclusive, worldwide license during the term of this UltraDirect
Services Schedule to publicly display and transmit Online Distribution Database
content to an end user for the purpose of generating Reservations Data to be
transmitted through the Reservation Function.


(b)           Subject
to the terms and conditions of this Agreement, Pegasus hereby grants to
Customer a non-exclusive, worldwide license during the term of this UltraDirect
Services Schedule to distribute Online Distribution Database content to (i) its
Affiliates, (ii) Onward Distributors in accordance with Section 3(b),  and (iii) any other entity to which Pegasus
consents in writing.


(c)           Subject
to the terms and conditions of this Agreement, Pegasus hereby grants to
Customer a non-exclusive, worldwide license during the term of this UltraDirect
Services Schedule to reproduce, edit, promote, and create derivative works of
the content from the Online Distribution Database provided such activity and
use is limited to Customer and Affiliates. Customer may combine such
information and data with Customer’s own content.


(d)           Pegasus
acknowledges and agrees that it will not obtain any right, title or interest in
the Reservations Data.


(e) If information from the Online Distribution
Database regarding a lodging establishment is provided to an accessor of Customer’s
Web Site or an Onward Distributor, Customer shall use reasonable efforts to
ensure that such accessor of Customer’s Web Site or Onward Distributor
transmits Reservations Data regarding such lodging establishment exclusively
through the Reservation Function, provided that Pegasus’ sole remedy for a
breach of this Section 4 shall be to terminate this Schedule upon thirty (30)
days’ prior notice to Customer.


(f) Pegasus shall provide Customer with the Online
Distribution Database content translated into language other than English where
Pegasus has such translations available.


5.             Offensive
Content.  Pegasus may
immediately terminate the provision of UltraDirect Services to Customer for any
period of time during which Customer’s Web Site, or any electronic system
maintained and hosted by or on behalf of an Onward Distributor with access to
and use of data transmitted through the UltraDirect Interface, displays any
Offensive Content.  Notwithstanding the
foregoing, before Pegasus exercises its termination right set forth in the
preceding sentence, Pegasus shall first afford Customer the opportunity to
remove such Offensive Content within twenty-four (24) hours after receiving
written notice from Pegasus.


6.             Data
Transmission.  The
transmission of data between Customer’s Web Site and the UltraDirect Interface
shall occur by such means as are mutually agreed by Customer and Pegasus.


7.             Online
Distribution Database Download.  Pegasus agrees to allow Customer,
and Customer agrees to perform, a complete download to Customer’s Web Site of
all property-descriptive information in the Online Distribution Database, such
download to occur on a date mutually agreed by Customer and Pegasus, but not
occur after the 5th day of each month. Pegasus agrees to allow,
and Customer agrees to perform, on a daily basis thereafter one (1) download to
Customer’s Web Site of any property-descriptive information in the Online
Distribution Database that has been modified since the last download.  Customer further agrees to make a good faith
effort to make modified property-descriptive information accessible to
accessors of Customer’s Web Site within two (2) business days of Customer’s
download of the same.  Customer shall not
permit information downloaded pursuant to this paragraph to be further
downloaded to any third party system and shall not distribute such information
to any third party in any tangible medium. 
Upon the earlier of the termination of this UltraDirect Services
Schedule or such time as Customer ceases to perform downloads as provided
above, Customer shall promptly delete from its systems all information
downloaded pursuant to this paragraph which is not publicly available elsewhere
and shall promptly destroy or return to Pegasus all physical copies of any such
information.  Upon Pegasus’ request,
Customer shall certify to Pegasus any such deletion, destruction and return
within five business days of receipt of such request.


8.             Downtime.


(a)          Downtime Service
Level.  Downtime during each
calendar month as a percentage of all time during such calendar month will not
exceed three-tenths percent (0.3%) (“Downtime Commitment”). Customer’s sole and
exclusive remedy if Downtime exceeds the Downtime Commitment is set out in
Section 5 of the Pricing Schedule.



 4
 









(b)          Downtime
Measurement.  The amount of
Downtime during any period will be determined by reference to the results
recorded by the Monitoring Application and agreed upon by Pegasus and Customer
(agreement not to be unreasonably withheld by either party).  Downtime end times will be demarked by
written (email) notification by Pegasus to Customer.


(c)          Downtime
Exclusions.  Downtime shall
not include any time during which the Reservation Function is not Available due
to:


(i)                                 up
to four (4) hours of Scheduled Downtime per calendar month


(ii)                              acts
or omissions of any party other than Pegasus or Pegasus’ vendors and agents;


(iii)                           hardware,
software, networks, equipment or interfaces other than those provided or
managed by Pegasus or Pegasus’ vendors and agents;


(iv)                          third-party
service providers other than Pegasus’ vendors and agents;


(v)                             any
other equipment, applications or components not directly managed or controlled
by Pegasus or Pegasus’ vendors and agents; or


(vi)          one or more of the
causes listed in Section 7.2 of the Master Services Agreement.


(d)          Notice by Pegasus of Scheduled Downtime.  Pegasus will give notice of
Scheduled Downtime to Customer by

e-mail or such other means as mutually agreed by Customer and Pegasus.  In addition, Pegasus will give notice of CRS
Scheduled downtime to Customer by e-mail or such other means as mutually agreed
by Customer and Pegasus, to the extent Customer obtains written permission from
such CRS for Pegasus to provide such notice. 
Such notice will be given by Pegasus to the individual designated by
Customer for the receipt of such notices and will be given no less than five
(5) calendar days prior to the commencement of the subject Scheduled Downtime
provided Pegasus is informed prior to five (5) calendar days.  Any such notice given by Pegasus will include
the date and time of commencement of the subject Scheduled Downtime and an
estimate of the duration of the subject Scheduled Downtime.


(e)          Notice by
Customer of Scheduled Outage.  The
parties acknowledge and agree that Pegasus could interpret the cessation of
activity though the UltraDirect Interface from Customer’s Web Site as an Issue
requiring action by Pegasus pursuant to paragraph 9 below.  Consequently, Customer agrees to use
commercially reasonable efforts to provide Pegasus prior notice, by e-mail or
such other means as mutually agreed by Customer and Pegasus, of any plan by
Customer to make Customer’s Web Site unavailable to transmit Reservations Data
to, or to receive transmissions of Reservations Data from, the Reservation
Function for any period of time.  Any
such notice given by Customer will include the date and time of commencement of
the subject unavailability and an estimate of the duration of the subject
unavailability.


(f)           Event of
Default.  Nothing contained in
paragraph 8(a) above shall be interpreted to limit the rights and remedies of
Customer in the case of an Event of Default, as such term is defined in Section
7.0 of Master Services Agreement.


9.             Response
Time Commitment.  The
following table sets forth percentage of responses (all request types) that
must be received within the associated time limit (excluding requests submitted
during Scheduled Platform Maintenance):


	
  Percentage of

  Responses

  	
   

  	
  Response Time

  
	
  100

  	
  %

  	
  10 seconds

  
	
  95

  	
  %

  	
  5 seconds

  
	
  90

  	
  %

  	
  3 seconds

  



 


(a)                                  Pegasus
will provide an xml request that will return a consistent result that will
allow Customer to verify that the Pegasus electronic distribution environment
is available and able to perform requested work.   The Customer test request through this
monitor will also test the Response Time



 5
 









of the transaction.
 Pegasus will have the same (or similar) monitoring capability local to
their systems and will provide Customer access to the monitor’s results in near
real-time via a portal.


(b)                                 For
any calendar month in which the Response Times do not meet any or all of the
thresholds outlined above, then the Net Reservation Fees payable by Pegasus to
Customer pursuant to paragraph 2 of the UltraDirect Pricing Schedule with
respect to each Net Reservation processed during such month shall be increased
in accordance with the following table:


	
   

  	
   

  	
  Potential
  Result Sets

  
	
  100% within 10
  seconds

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  95% within 5
  seconds

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  90% within 3
  seconds

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  
	
  Addition to Net
  Reservation fee

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  



 


Note:  “X” denotes meeting requirement


10.           Issue
Resolution.


(a)           Severity
Level Description.  The
following table sets forth the criteria by which Customer will determine the
appropriate classification for each Issue identified by or reported to Pegasus:


	
  Severity
  Level

  	
   

  	
  Description

  
	
  1

  Emergency

  	
   

  	
  Reservation Function not Available (other than
  during Scheduled Downtime); or severe impact to Customer business operations;
  or potential for significant Customer loss of revenue

  
	
   

  	
   

  	
   

  
	
  2

  High

  	
   

  	
  Significant impact to Customer business operations;
  or significant impact to Customer’s use of the Reservation Function and
  absence of a work-around

  
	
   

  	
   

  	
   

  
	
  3

  Medium

  	
   

  	
  Significant impact to Customer’s use of the
  Reservation Function but a work-around exists

  
	
   

  	
   

  	
   

  
	
  4

  Low

  	
   

  	
  Any Issue that is not appropriately classified as
  Severity 1, 2 or 3

  



 


(b)            Issue
Resolution Procedures.  The
following table sets forth (i) the time periods within which Pegasus will
communicate with Customer (by telephone or electronic means) with respect to
each Issue reported to Pegasus; and (ii) Pegasus’ commitments to resolve, or
mitigate the effects of, such  Issue:


	
  Severity
  Level

  	
   

  	
  Communication

  	
   

  	
  Resolution or Mitigation

  
	
  1

  Emergency

  	
   

  	
  Pegasus will contact Customer within thirty (30)
  minutes of receiving the initial report of the Issue, and will update
  Customer every thirty (30) minutes thereafter until the Issue is resolved.

  	
   

  	
  Pegasus commits to resolve the Issue or implement a
  work-around for the Issue that effectively mitigates the effects of the Issue
  within two (2) hours of Pegasus’ receipt of the initial report of such Issue.
  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Within five (5) business days of resolution, Pegasus
  will deliver to Orbitz a written analysis detailing the causes of the Issue.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  High

  	
   

  	
  Pegasus will contact Customer within sixty (60)
  minutes of receiving the initial report of the Issue, and will update
  Customer every sixty (60) minutes until the Issue is resolved.

  	
   

  	
  Pegasus commits to resolve the Issue or implement a
  work-around for the Issue that effectively mitigates the effects of the Issue
  within six (6) hours of Pegasus’ receipt of the initial report of such Issue.
  

  



 



 6
 









 


	
   

  	
   

  	
   

  	
   

  	
  Within five (5) business days of resolution, Pegasus
  will deliver to Orbitz a written analysis detailing the causes of the Issue.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  Medium

  	
   

  	
  Pegasus will contact Customer: (i) on the same
  business day if the initial report is received during normal business hours
  and Pegasus is able to respond on the same business day or (ii) the next
  business day of receiving the initial report of the Issue if Pegasus is
  unable to resolve on the same business day. Pegasus will update Customer
  daily thereafter until the Issue is resolved.

  	
   

  	
  Pegasus commits to resolve the Issue or implement a
  work-around for the Issue that effectively mitigates the effects of the Issue
  within five (5) business days of Pegasus’ receipt of the initial report of
  such Issue.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  Low

  	
   

  	
  Pegasus will contact Customer within three (3)
  business days of receiving the initial report of the Issue.

  	
   

  	
  Pegasus will resolve the Issue or implement a
  work-around for the Issue that effectively mitigates the effects of the Issue
  within ten (10) business days of Pegasus’ receipt of the initial report of
  such issue.

  



 


(c)         Conditions
to Pegasus’ Obligations. 
Pegasus’ performance of the obligations set forth in the preceding
subparagraph 9(b) with respect to an Issue are conditioned upon  (i Customer taking such reasonable
actions within its control as are required to resolve or mitigate the Issue, as
applicable; (ii) with respect to a Severity Level 1 Issue, Customer committing
personnel and corporate resources as reasonably 
necessary and without regard to normal business hours to assist Pegasus
so that Pegasus can promptly research and resolve the Issue; and (iii) with
respect to a Severity Level 2 or a Severity Level 3 Issue, Customer committing
personnel and corporate resources as 
reasonably necessary during normal business hours to assist Pegasus so
that Pegasus can promptly research and resolve or mitigate the Issue, as
applicable


11.           Time
Period Targets.


(a)           Implementation.  Pegasus and Customer will each use
commercially reasonable efforts to implement the UltraDirect Services for any
affiliates of Customer that wish to receive to receive the Services hereunder
within forty-five (45) business days of the UltraDirect Services Schedule
Effective Date, subject to the provisions of the governing plan and schedule of
implementation and to the performance of all necessary actions by any third
party.


(b)           Professional
Services.  Pegasus will use
commercially reasonable efforts to provide to Customer, within ten (10)
business days of Customer’s request for services to be performed by Pegasus’
Professional Services group, an estimated schedule for, and the estimated total
cost of, the requested services.


12.                                 Term.  This UltraDirect Services Schedule shall be
effective as of the UltraDirect Services Schedule Effective Date and shall
continue in effect for an initial term of  two (2) years from such date unless terminated
earlier as provided in this Agreement. 
The term of this UltraDirect Services Schedule shall thereafter
automatically renew for additional, successive ninety (90) day terms unless
either party provides written notice to the other party of its intent to
terminate this UltraDirect Services Schedule at least ninety (90) days prior to
the expiration of the then-current term.


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  ORBITZ WORLDWIDE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael H. Kistner

  	
   

  	
   

  	
  By:

  	
  /s/ Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Michael H. Kistner

  	
   

  	
   

  	
  Print:

  	
  Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP & COO

  	
   

  	
   

  	
  Title:

  	
  VP/GM, Hospitality

  	
   

  



 



 7















Pricing
Schedule


(UltraDirect)


This Pricing
Schedule is attached to and a part of the Master Services Agreement with the
Effective Date of August 8th, 2007, by and between Pegasus Solutions, Inc. (“Pegasus”)
and Orbitz Worldwide, LLC (“Customer”).


1.             Definitions.  All capitalized terms used in this Pricing
Schedule but not defined herein shall have the meanings set forth elsewhere in
this Agreement.  In addition, the
following definitions shall apply for purposes of this Pricing Schedule:


(a)                                  Pricing Schedule Effective Date means August 8th 2007.


(b)                                 Billing Period means the period of time to which a billing
statement issued by Pegasus relates.


(c)           Measured Downtime
means the actual measured Downtime (as defined in the UltraDirect Services
Schedule) in any calendar month.


(d)           UltraDirect
Net Reservations means the number of reservations transmitted
through the UltraDirect Interface (as defined in the UltraDirect Services
Schedule) during a particular time period, less the number of cancellations of
reservations transmitted through the UltraDirect Interface during the same time
period.


2.                                       (a)           UltraDirect
Net Reservation Fee. 
Pegasus shall pay a Net Reservation Fee for each Net Reservation
processed during that calendar month as follows:


	
  Net Reservations

  	
   

  	
  8/8/07 to 12/31/07 Fee

  Fee for each Net Reservations

  (pricing starts from first Net

  Reservation)

  
	
  Less than or
  equal to 25,000

  	
   

  	
  (***)

  
	
  25,001-50,000

  	
   

  	
  (***)

  
	
  50,001-100,000

  	
   

  	
  (***)

  
	
  100,001-150,000

  	
   

  	
  (***)

  
	
  150,001-200,000

  	
   

  	
  (***)

  
	
  More than
  200,000

  	
   

  	
  (***)

  



 


	
  Net Reservations

  	
   

  	
  1/1/2008 to 8/8/2009 Fee for each

  Net Reservations (pricing starts

  from first Net Reservation)

  
	
  Less than
  125,000

  	
   

  	
  (***)

  
	
  125,000-150,000

  	
   

  	
  (***)

  
	
  150,001-200,000

  	
   

  	
  (***)

  
	
  More than
  200,000

  	
   

  	
  (***)

  



 


(b)           UltraDirect
Premium Net Reservation Fee.   
Each month of the Term, for each Net Reservation after Net Reservation (***)
(“Premium Net Reservation”), Pegasus shall pay Customer an additional fee of (***)
per each such Premium Net Reservation.


3.             Infrastructure
Support Fee.


(a)          During the period from
August 8, 2007 through December 31, 2007, for any calendar month in which the
Look to Book Ratio as specified in paragraph 3(d) of the UltraDirect Services
Schedule exceeds 1,000:1, then the Net Reservation fee payable by Pegasus to
Customer pursuant to paragraph 2 above with respect to each Net Reservation
processed during such month shall be reduced in accordance with the following
table:



 1
 









 


	
  Look to Book Ratio

  	
   

  	
  Reduction in Net Reservation Fee

  Payable by Pegasus to Customer

  (Effective Date through

  December 31, 2007)

  
	
  1,001:1 but not
  more than 1,300:1

  	
   

  	
  (***)

  
	
  1,301:1 but not
  more than 1,600:1

  	
   

  	
  (***)

  
	
  More than
  1,600:1

  	
   

  	
  (***)

  



 


If after applying the reduction to the Net Reservation
Fee payable by Pegasus as set forth above results in a negative amount payable
by Pegasus (“Excess Amount”) for that calendar month,  then such Excess Amount shall be applied to
reduce/offset any other amounts owed by Pegasus to Customer under this
Agreement including, but not limited to, any service level credits; provided,
however, if there is no such other amount owed by Pegasus to Customer then such
Excess Amount will be carried over and applied to reduce any Net Reservation
Fees or other fees payable by Pegasus to Customer under this Agreement for the
following calendar month and each calendar month thereafter as long an any
Excess Amount remains.


(b)         Beginning January 1,
2008, if the Look to Book Ratio for a calendar month is greater than (***):1,
Customer will pay Pegasus an Infrastructure Support Fee with respect to that calendar
month equal to the product of (A) (i)Total Looks minus (ii) the product of Net
Reservations during that calendar month multiplied by (***); times (B) (***).  
 [(Total Looks- (Net Reservations x
(***))) x (***)].


4.              Online Distribution
Database Download Fee.  If
Customer chooses to download to Customer’s Web Site information in the Online
Distribution Database pursuant to paragraph 7 of the UltraDirect
Services Schedule, Customer shall pay to Pegasus a monthly fee as follows:


	
  Net Reservations

  	
   

  	
  ODD Download Fee

  
	
  75,000 and
  greater

  	
   

  	
  (***) per month

  
	
  Less than 75,000

  	
   

  	
  (***) per month

  



 


5.             Service
Level Credit//Incentive.


(a)          Beginning
January 1, 2008, if Measured Downtime is below the Downtime Commitment (as
defined in Section 8(a) of the UltraDirect Services Schedule), Customer will
pay Pegasus a fee (“Service Level Incentive Fee”) equal to the product of (i)
the quotient (rounded down to the nearest integer) of (A) Downtime Commitment
minus (B) Measured Downtime; divided by (C) (***); multiplied by (ii) the
product of (***) times Net Reservations attributable to that calendar month.
[(Downtime Commitment — Measure Downtime)/(***)) X ((***) X Net Reservations)].  Notwithstanding the foregoing, if the
Measured Downtime exceeds 0.10%, Pegasus will not be entitled to a Service
Level Incentive Fee.


(b)         For the
period from August 8, 2007 through December 31, 2007, if Pegasus is unable to
achieve a level of 99.8% Availability of the Reservation Function during each
calendar month as a percentage of all time during such calendar month,  Pegasus shall, as Customer’s sole and
exclusive remedy for such violation, pay to Customer in the following calendar
month a fee calculated in accordance with the following table:



 2
 









 


	
  Availability of the
  Reservation Function During Each Calendar Month

  	
   

  	
  Service Level Fee Payable

  by Pegasus to Customer

  (8/18 through 12/31/07)

  
	
  99.79% - 99.75%

  	
   

  	
  (***) per Net
  Reservation

  
	
  99.74% - 99.70%

  	
   

  	
  (***) per Net
  Reservation

  
	
  99.69% - 99.60%

  	
   

  	
  (***) per Net
  Reservation

  
	
  99.59% - 99.50%

  	
   

  	
  (***) per Net
  Reservation

  
	
  99.49% - 99.40%

  	
   

  	
  (***) per Net
  Reservation

  
	
  99.39% - 99.01%

  	
   

  	
  (***) per Net
  Reservation

  
	
  99.00% - below

  	
   

  	
  (***) per Net
  Reservation

  



 


In the event Customer
owes Pegasus any amounts under this Agreement, Pegasus will offset/credit the
Service Level Fees specified above payable by Pegasus against any such amounts
owed to Pegasus by Customer.


(c)          Beginning
January 1, 2008, if Measured Downtime exceeds the Downtime Commitment, Pegasus
will pay Customer a fee (“Service Level Credit Fee”) equal to the lesser of:


i.                 The
product of (i) (A) Measured Downtime minus (B) Downtime Commitment; divided by
(C) (***); multiplied by (ii) the product of (***) times Net Reservations
attributable to that calendar month [(Measured Downtime — Downtime Commitment)/(***))
X ((***) X Net Reservations)]; OR


ii.              The
product of (i) (***) times (ii) Net Reservations attributable to that calendar
month/ [(***) X Net Reservations].


In the event
Customer owes Pegasus any amounts under this Agreement, Pegasus will
offset/credit the Service Level Credit Fee specified above payable by Pegasus
against any such amounts owed to Pegasus by Customer, provided that Pegasus
provides Customer a report showing complete and accurate details and
calculation of the amounts payable by Pegasus and the amounts being offset
hereunder.


6.             Geo
Search and Geo Search Map Fees.


(a)           Annual License Fee. 
If during any calendar year Customer utilizes the Geo Search or Geo
Search Maps functionality or an accessor of Customer’s Web Site transmits a Geo
Search or Geo Search Map request, Customer shall pay to Pegasus an annual
mapping license fee of (***).


(b)           Per Use Fee.  Customer
shall pay to Pegasus a fee with respect to each Billing Period equal to the
product of (i) the sum during such Billing Period of the number of
transmissions from Customer’s Web Site of (A) Geo Search requests, plus (B) Geo
Search Map requests, plus (C) requests to (1) pan, (2) zoom in, (3) zoom out,
(4) move up, (5) move down, (6) move right or (7) move left while viewing
the response to any Geo Search Map request; multiplied by (ii) (***).


(c)           Change in Fees.  If
the per transmission amount charged to Pegasus by the third party vendor of the
Geo Search and Geo Search Maps functionality is increased, the fee paid by
Customer pursuant to paragraph 5(b) above shall be increased by the same
amount.


(d)           Definitions.  For
purposes of this paragraph, “Geo Search”, “Geo Search Maps” and “Customer’s Web
Site” have the meanings set forth in the UltraDirect Services Schedule.


7.             Professional
Services Fees.


(a)           Implementation. 
Customer shall pay to Pegasus a fee of (***) for Pegasus’ implementation
of the Services in accordance with the plan and schedule of implementation
mutually agreed by the parties.  Such fee
shall become due and payable from Customer to Pegasus on the Pricing Schedule
Effective Date.


(b)           Other Professional Services. 
Customer shall pay fees to Pegasus for Pegasus’



 3
 









performance of
professional services (other than those relating to the immediately preceding
subparagraph) at Pegasus’ then-standard hourly rate for such technical and/or
professional services (not to exceed (***) per hour) as specified in the work order,
statement of work or similar document executed by Pegasus and Customer
regarding the professional services performed..


8.                                     Competitive Pricing.  At all times during the term of this Pricing
Schedule, Pegasus shall provide the Services pursuant to the UltraDirect
Services Schedule to Customer on pricing terms at least as favorable as the
pricing terms applicable for the same services based on the same scope and
scale of the delivery of such services (e.g., considering any minimum revenue
commitments to Pegasus or its affiliates, contract term and bundled pricing)
provided by Pegasus to any Competitor of Customer.  For purposes hereof, “Competitor” shall mean an
organization that provides online travel services.


9.               Term.  This Pricing Schedule shall be effective as
of the Pricing Schedule Effective Date and shall continue in effect thereafter
with respect to each Service that Pegasus provides pursuant to this Agreement
until such time as this Pricing Schedule has been terminated or replaced with
respect to such Service.


10.         (***)


11.         Assumptions.   The parties acknowledge that the commercial
terms of this UltraDirect Pricing Schedule were negotiated based on Customer’s
distribution mix as of the Pricing Schedule Effective Date.   In the event the distribution mix materially
changes, the parties agree to conduct good faith negotiations for new
commercial terms.  


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  ORBITZ WORLDWIDE, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael H. Kistner

  	
   

  	
   

  	
  By:

  	
  /s/ Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael H. Kistner

  	
   

  	
   

  	
  Print:

  	
  Seth Brody

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  COO

  	
   

  	
   

  	
  Title:

  	
  VP/GM, Hospitality

  	
   

  



 



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