TRX
FULFILLMENT FEES FOR ANY PERIOD PRIOR TO [**].
(III)
BEGINNING [**], IAC GLOBAL SHALL PAY
WORLDSPAN A FEE EQUAL TO [**] ($[**]) PER MONTH (THE "LOGIN FEE") FOR EACH
TERMINAL ADDRESS LOGIN, DIGITAL ADDRESS LOGIN, GO! RES LOGIN AND/OR OTHER
SUCCESSOR FORM OF WORLDSPAN LOGIN ACCESS USED BY IAC GLOBAL, ITS FULFILLMENT
PARTNERS (INCLUDING BUT NOT LIMITED TO AUTOMATED PROGRAMMATIC, I.E., ROBOT OR
MESSAGING TAS USE OF A TA BY FULFILLMENT PARTNERS) AND CALL CENTERS ANYWHERE IN
THE WORLD (EACH, A "LOGIN").
FOR AVOIDANCE OF DOUBT:
(1) IAC GLOBAL MAY CANCEL
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Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Commission.
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LOGINS BY PROVIDING WRITTEN NOTICE TO WORLDSPAN, FOR WHICH NO LOGIN FEE WILL BE
DUE FOLLOWING SUCH CANCELLATION; AND (2) THE LOGIN FEES REPLACE FULFILLMENT
PARTNER FEES AND THE TRX FULFILLMENT FEES, AND ACCORDINGLY, IAC GLOBAL WILL NOT
OWE WORLDSPAN ANY LOGIN FEES FOR ANY PERIOD PRIOR TO [**].
WORLDSPAN AND IAC
GLOBAL AGREE THAT THE BASELINE NUMBER OF IAC GLOBAL LOGINS AS OF [**], IS [**]
LOGINS (I.E., THE NUMBER OF LOGINS STATED ON WORLDSPAN'S [**] INVOICE).
WORLDSPAN WILL PROVIDE WRITTEN NOTICE TO THE SENIOR VICE PRESIDENT OF AGENCY
OPERATIONS OF IAC GLOBAL (OR HIS AUTHORIZED DESIGNEE) WITHIN [**] DAYS AFTER IT
RECEIVES A REQUEST FOR ADDITIONAL LOGINS FROM IAC GLOBAL.
(IV)
IAC GLOBAL SHALL PAY FOR ANY EQUIPMENT OR
SCRIPTING REQUESTED BY IAC GLOBAL AND PROVIDED BY WORLDSPAN TO BE USED BY IAC
GLOBAL'S FULFILLMENT PARTNER.
WORLDSPAN SHALL OFFSET THE DIRECT COMMUNICATION
FEES, FULFILLMENT PARTNER FEES AND/OR THE LOGIN FEES (AS APPLICABLE) FROM THE
AMOUNTS DUE IAC GLOBAL OR INVOICE IAC GLOBAL FOR THE APPLICABLE FEES ON A
MONTHLY BASIS.
IAC GLOBAL SHALL PAY THE INVOICED AMOUNT WITHIN [**] DAYS AFTER
RECEIPT OF THE INVOICE.
EXCEPT AS PROVIDED IN THIS AGREEMENT, IAC GLOBAL SHALL
NOT OWE WORLDSPAN ANY FEES FOR CAPACITY UNDER THIS AGREEMENT.
(V)
IAC GLOBAL SHALL PAY WORLDSPAN $[**] PER
MONTH FOR XML PRO AND SECURE RATE AIR PLUS IMPLEMENTATIONS AS REQUESTED BY
EXPEDIA AND AUTHORIZED BY THE AUTHORIZED DESIGNEE OF THE SENIOR VICE PRESIDENT
OF AGENCY OPERATIONS OF IAC GLOBAL.
(VI)
IAC GLOBAL HEREBY RELEASES WORLDSPAN FROM
LIABILITY FOR ANY BILLING INCONSISTENCIES OR ERRORS WITH RESPECT TO AMOUNTS
BILLED TO IAC GLOBAL (OR ITS PREDECESSORS IN INTEREST) UNDER THIS
SECTION 11.1(C) FOR TERMINAL ADDRESSES AND DIRECT COSTS PRIOR TO THE DATE OF
THIS AMENDMENT.
(VII)
WORLDSPAN WILL NOT CHARGE IAC GLOBAL, AND IAC
GLOBAL WILL HAVE NO OBLIGATION TO PAY WORLDSPAN, FOR THE DEVELOPMENT OR DELIVERY
OF THE ENHANCEMENTS TO WORLDSPAN'S CORPORATE FLEET PRODUCT SET FORTH IN
WORLDSPAN'S FUNCTIONAL DESIGN DOCUMENT #[**] DATED [**].
4.
CONFIDENTIALITY
This Amendment shall be considered Confidential Information according to the
Agreement.
5.
CONTINUATION OF AGREEMENT
Except as provided in this Amendment, the Agreement shall continue in full force
and effect.
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Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Commission.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to