{"id":42162,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/computer-reservation-system-crs-marketing-services-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"computer-reservation-system-crs-marketing-services-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/computer-reservation-system-crs-marketing-services-and.html","title":{"rendered":"Computer Reservation System (CRS) Marketing, Services And Development Agreement &#8211; Microsoft Corp. and Worldspan L.P."},"content":{"rendered":"<pre>\nNote: Portions of this exhibit indicated by \"[*]\" are subject to a confidential \ntreatment request, and have been omitted from this exhibit. Complete, unredacted\ncopies of this exhibit have been filed with the Securities and Exchange \nCommission as part of this company's confidential treatment request.\n \n               CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT\n\n\n     This CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT, dated and effective\nas of December 15, 1995 (the \"Agreement\"), by and between MICROSOFT CORPORATION,\na Washington corporation, with its principal office at One MICROSOFT Way,\nRedmond, Washington 98052 (\"MICROSOFT\"), and WORLDSPAN, L.P., a Delaware limited\npartnership, with its principal office at 300 Galleria Parkway NW, Atlanta,\nGeorgia 30339 (\"WORLDSPAN\")\n\n                                   RECITALS\n\n     WORLDSPAN operates a computerized reservations system and provides\ninformation and other transaction processing to airlines, travel agents and\nothers in the travel industry.\n\n     MICROSOFT develops software and operates an Online System in the United\nStates and throughout the world.\n\n     MICROSOFT desires to retain WORLDSPAN to provide travel related transaction\nand data processing and other services, and WORLDSPAN desires to provide same,\nall according to this Agreement;\n\n     Now, Therefore, in consideration of the above recitals, the mutual\nundertakings of the parties as contained herein and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the\nparties to this Agreement hereby agree as follows:\n\n     1.   Definitions\n          -----------\n\n     Except as otherwise defined in this Agreement, terms used herein in\ncapitalized form shall have the meanings set forth in Schedule 1.\n\n     2.   WORLDSPAN's Obligations\n          -----------------------\n\n          2.1.1  WORLDSPAN shall provide MICROSOFT access to the WORLDSPAN\nSystem through Super Transaction, Standard Message Interface, and such other\ncommunication protocols as WORLDSPAN may develop from time to time. WORLDSPAN\nshall through proprietary and leased communications facilities allow access to\nthe WORLDSPAN System to MICROSOFT's communications node in Bellevue, Washington.\n\n          2.1.2  The parties acknowledge that neither can accurately forecast\nthe volume of transactions that will be generated by MICROSOFT System users with\nthe WORLDSPAN System. To ensure reasonable capacity is available, WORLDSPAN\nshall make available to MICROSOFT not later than August 14, 1996, processing\ncapacity from the WORLDSPAN System according to the specifications set forth on\nSchedule 2.1.2 attached hereto and as otherwise provided in this Agreement.\nThereafter, the parties shall confer periodically for the purpose of modifying\nthese minimum standards. Notwithstanding the foregoing, WORLDSPAN acknowledges\nthat the standards set forth herein and to be agreed upon are the minimum\nstandards necessary to service MICROSOFT System users and that adequate\nWORLDSPAN System \n\n \nresources are critical to the use of the MICROSOFT System travel related\nservices for their intended purposes.\n\n          2.2  WORLDSPAN shall be responsible for acquiring any hardware and\ndeveloping, at its expense, all of the software and systems necessary and\nappropriate for delivery of the CRS Services to the MICROSOFT node according to\nthis Agreement. Improvements, changes and enhancements to the WORLDSPAN System\nto be developed by WORLDSPAN to implement MICROSOFT's access to the WORLDSPAN\nSystem and the schedule for such development are included on Schedule 2.2\nattached hereto and incorporated herein by this reference.\n\n          2.3  Upon MICROSOFT's request, WORLDSPAN shall provide, at its own\nexpense, engineering, communications and technical support on-site at\nMICROSOFT's facilities in Redmond, Washington until the Rollout Date to a\nmaximum of two (2) Person Months in any twelve (12) month period. This on-site\nsupport will be provided by WORLDSPAN to: (a) assist MICROSOFT in installing and\nutilizing the communication's link between the MICROSOFT System and the\nWORLDSPAN System; (b) provide support for translation of MICROSOFT System users'\nentries into the appropriate set of Super Transactions and input values; and (c)\ntrouble-shoot and repair problems with any of the foregoing.\n\n          2.4  WORLDSPAN shall provide to MICROSOFT telephone access to\nWORLDSPAN's production and technical personnel or contractors to respond to\nMICROSOFT personnel with questions and problems arising out of access to the\nWORLDSPAN System by MICROSOFT System users. WORLDSPAN shall use reasonable\nbusiness efforts to make the necessary personnel available twenty four (24)\nhours each day.\n\n          2.5  WORLDSPAN shall not disclose any information created by a\nMICROSOFT System user or use such information except as necessary for the\nperformance of this Agreement (including as reasonably needed by WORLDSPAN to\ncomplete and facilitate travel transactions generated by Microsoft System users,\nand\/or to adequately service WORLDSPAN's Travel Suppliers), except that\nWORLDSPAN may disclose information from a reservation as required by law.\nWORLDSPAN acknowledges and agrees that MICROSOFT will have data privacy\nobligations to its customers which MICROSOFT will need to be respected by\nWORLDSPAN. WORLDSPAN agrees to comply with all MICROSOFT data privacy\nrequirements communicated in writing by MICROSOFT to WORLDSPAN except where to\ndo so would be commercially unreasonable due to the costs of implementation\n(where costs may not include foregone revenue from the sale or use of such\ndata).\n\n     3.   Services\n          --------\n\n          3.1  During the Term, WORLDSPAN shall make available to MICROSOFT the\nCRS Services in accordance with the performance standards set forth in Schedule\n2.1.2. Such performance standards in general are intended to reflect the service\nlevels provided to any Travel Agent customer of WORLDSPAN. WORLDSPAN shall not\nbe responsible for WORLDSPAN System unavailability or any Response Time in\nexcess of agreed limits due to: (a) scheduled maintenance or scheduled downtime,\n(b) actions or inactions of MICROSOFT or MICROSOFT System users, (c) failure of\nany part of the WORLDSPAN Network operated by a third party supplier, or (d)\noutages caused by the failure of public network components.\n\n                                       2\n\n \n          3.2  Nothing herein shall prohibit MICROSOFT from obtaining any travel\ninformation or CRS Services from any entity other than WORLDSPAN for use with\nthe MICROSOFT System and nothing shall prohibit WORLDSPAN from providing any\ntravel information or CRS Services to any Online System provider or other\nperson.\n\n          3.3  MICROSOFT shall provide to WORLDSPAN the information, data and\nnecessary technical and human resources to permit WORLDSPAN to complete\nWORLDSPAN's development of improvements, changes and enhancements to the\nWORLDSPAN System and to provide access to the WORLDSPAN System and the CRS\nServices.\n\n     4.   Access To CRS Services And Rights\n          ---------------------------------\n\n          4.1  Subject to Section 4.3 and during the Term, WORLDSPAN hereby\ngrants to MICROSOFT a nonexclusive right and license in and to all of the\nfunctions, services, information and data available through the WORLDSPAN System\nto all of WORLDSPAN's Travel Agent customers including, but not limited to, the\nCRS Services.\n\n          4.2  WORLDSPAN also grants to MICROSOFT a worldwide, non-exclusive,\nright and license during the Term of this Agreement in WORLDSPAN Training\nMaterials for the sole purpose of permitting MICROSOFT to create, publish, and\ndistribute training books, manuals, software programs and other materials for\nthe use of MICROSOFT employees, contractors and MICROSOFT System users. Within a\nreasonable period following termination of this Agreement not to exceed sixty\n(60) days, MICROSOFT shall, at its option, return to WORLDSPAN or destroy all of\nthe WORLDSPAN Training Materials and all copies of books, manuals, software or\nother materials containing WORLDSPAN Training Materials, then in the possession\nof MICROSOFT.\n    \n          4.3  The license and the rights granted in Section 4.1 herein shall be\nlimited to the Territory and shall permit MICROSOFT to utilize information,\ndata, functions and services from the WORLDSPAN System, including the CRS\nServices, to provide such information, data, functions and services through an\nOnline System to permit, among other things, users to review travel related\ninformation, make reservations, and request tickets and other documents for\ntravel. Notwithstanding anything to the contrary herein, such restriction of\nMICROSOFT's license rights to the Territory shall mean only that MICROSOFT shall\nnot actively market or advertise the availability of the travel services and\ninformation provided through the WORLDSPAN System as part of the MICROSOFT\nSystem outside of the Territory, and such restriction shall place no limitation\non MICROSOFT's right which is permitted by this Agreement to operate the\nMICROSOFT System and to provide travel services and information via the\nWORLDSPAN System over the Internet, the World Wide Web, The Microsoft Network,\nor any other Online System. As used in this Section 4.3, to \"actively market or\nadvertise\" outside the Territory shall mean to undertake actual marketing or\nadvertising activities in local markets outside the Territory, but shall not\ninclude marketing or advertising activities done generally over the Internet,\nthe World Wide Web, The Microsoft Network, or any other Online System regardless\nof the fact that such activities may be accessible to persons outside the\nTerritory. With respect to information and data regarding hotels and other \nlodging services, WORLDSPAN also grants to MICROSOFT a perpetual, worldwide \nlicense and right to: (a) develop, market, sell, make, use, reproduce, modify, \nadapt, create derivative works based on, translate, distribute, (directly and \nindirectly), transmit, display and perform publicly, license, rent, lease, and \nsell such information and data on printed, electronic or other fixed media, and \nto sublicense any or all of the foregoing rights, including the right to \nsublicense such rights to third parties; and (b) create, develop, market,\ndistribute, transmit, license, sub-license and sell such information and data\nthrough broadcast, cable or satellite television distribution, interactive and\notherwise. Such license to information and data regarding hotels and other\nlodging services shall be subject to such future restrictions as may be imposed\non WORLDSPAN by its suppliers of such information, but only to the extent that\nsuch restrictions are communicated in advance and in writing to MICROSOFT.    \n\n                        \n\n         \n\n\n                                       3\n\n \n          4.4  Subject to the provisions of Section 7.5 herein, WORLDSPAN\nretains the right to modify and enhance the WORLDSPAN System in its sole\ndiscretion at any time during the Term, including but not limited to, the right\nto migrate MICROSOFT and MICROSOFT System users to new computer reservation\nsystems created or used by WORLDSPAN, provided that any such modifications,\nenhancements and\/or migration shall not materially adversely alter any of the\nCRS Services, including specifically the functionality associated with the\ndevelopment items set forth on Schedule 2.2 attached hereto. MICROSOFT agrees\nthat it will take reasonable steps to administer the use of the WORLDSPAN System\nby MICROSOFT System Users, including but not limited to using all commercially\nreasonable efforts to terminate the access of such users who MICROSOFT or\nWORLDSPAN determines use the WORLDSPAN System improperly. Improper use of the\nWORLDSPAN System shall include: transmitting personal messages; making\nspeculative or improper bookings; training anyone other than MICROSOFT\nemployees, contractors or MICROSOFT System users; entering passive booking codes\n(e.g., GK, HK, MK or BK codes) when no corresponding space has been reserved\nwith the transporting carrier's internal reservation system; or failing to\nremove such passive bookings from the WORLDSPAN System if the corresponding\nspace is canceled via telephone or by other means.\n\n     5.   MICROSOFT's Obligations\n          -----------------------\n\n          MICROSOFT will develop, at its own expense, the capability for\nMICROSOFT System users to make reservations on airlines, cars, hotels, tours,\ncruises and other products and services distributed through the WORLDSPAN\nSystem. For a five (5) month period following implementation of the WORLDSPAN\nSystem through the MICROSOFT System, MICROSOFT will use reasonable business\nefforts to construct its travel reservations facilities available through the\nMICROSOFT System in a way to promote the making of reservations and bookings to\ngenerate a stream of chargeable transactions through the WORLDSPAN System.\nThereafter, MICROSOFT and WORLDSPAN shall agree upon the appropriate level of\npromotion of the WORLDSPAN System given the then-existing business\ncircumstances. MICROSOFT makes no representation or warranty about the volume of\nchargeable transactions that will be generated by MICROSOFT System users or the\nratio of chargeable transactions to total transactions.\n\n     6.   Attribution\n          -----------\n\n          At WORLDSPAN's request, MICROSOFT shall include in a screen or page\nprovided as a part of any fixed media product utilizing data or information\nprovided from the WORLDSPAN System that WORLDSPAN has supplied such data or\ninformation.\n\n                                       4\n\n \n     7.   Term\n          ----\n\n          7.1  Unless earlier terminated as provided herein, the term of this\nAgreement (the \"Term\") shall commence as of the date first written above on page\none, and shall continue thereafter for a period of ten (10) years.\n\n          7.2  This Agreement may be terminated as follows:\n\n               7.2.1  Either WORLDSPAN or MICROSOFT may terminate this Agreement\n(a) following six (6) months prior notice if the parties have failed to reach an\nagreement according to either Section 2.1.2 or Section 11.2 or Schedule 2.1.2 of\nthis Agreement, or (b) upon the occurrence of an Event of Default by the other\nparty.\n\n               7.2.2  An Event of Default with respect to MICROSOFT shall mean\nthat:\n\n                      (a)  MICROSOFT defaults in making any payment hereunder\n     when the same becomes due and payable, and such default continues for a\n     period of thirty (30) days after notice thereof in writing from WORLDSPAN;\n     or\n\n                      (b)  MICROSOFT fails to comply with any of its other\n     material covenants or agreements in this Agreement and such default\n     continues for a period of thirty (30) days after notice thereof in writing\n     from WORLDSPAN.\n\n               7.2.3  An Event of Default with respect to WORLDSPAN shall mean\nthat:\n\n                      (a)  WORLDSPAN fails to provide the CRS Services, which\n     failure is not cured by WORLDSPAN not more than sixty (60) days after\n     notice thereof in writing from MICROSOFT; or\n\n                      (b)  WORLDSPAN fails to comply with any of its other\n     material covenants or obligations in this Agreement and such default\n     continues for a period of thirty (30) days after notice thereof in writing.\n\n          7.3  If MICROSOFT makes any assignment for the benefit of creditors or\nbecomes insolvent, or if WORLDSPAN has reason to believe MICROSOFT is not\ngenerally paying its bills when due, or if federal, state or common law\nbankruptcy or insolvency proceedings are commenced with respect to MICROSOFT, or\nif a receiver of MICROSOFT assets is appointed, or if MICROSOFT shall take any\nstep leading to its cessation as a going concern, or if MICROSOFT shall cease\noperations for reasons other than a strike, then in any of the foregoing events\nWORLDSPAN may immediately cancel this Agreement on notice to MICROSOFT, or, at\nWORLDSPAN's option require MICROSOFT to give adequate assurance of future\nperformance of this Agreement by immediately curing any default hereunder and\nestablishing any irrevocable letter of credit issued by a bank and on terms and\nconditions acceptable to WORLDSPAN in an amount sufficient to cover all amounts\npotentially due from MICROSOFT under this Agreement and which may be drawn upon\nWORLDSPAN upon the sole condition that MICROSOFT does not fulfill its\nobligations under this Agreement in a timely manner.\n\n                                       5\n\n \n          7.4  If WORLDSPAN makes any assignment for the benefit of creditors or\nbecomes insolvent, or if MICROSOFT has reason to believe WORLDSPAN is not\ngenerally paying its bills when due, or if federal, state or common law\nbankruptcy or insolvency proceedings are commenced with respect to WORLDSPAN, or\nif a receiver of WORLDSPAN's assets is appointed, or if WORLDSPAN shall take any\nstep leading to its cessation as a going concern, or if WORLDSPAN shall cease\noperations for reasons other than a strike, then in any of the foregoing events\nMICROSOFT may immediately cancel this Agreement on notice to WORLDSPAN, or, at\nMICROSOFT's option require WORLDSPAN to give adequate assurance of future\nperformance of this Agreement by immediately curing any default hereunder and\nestablishing any irrevocable letter of credit issued by a bank and on terms and\nconditions acceptable to MICROSOFT in an amount sufficient to cover all amounts\npotentially due from WORLDSPAN under this Agreement and which may be drawn upon\nMICROSOFT upon the sole condition that WORLDSPAN does not fulfill its\nobligations under this Agreement in a timely manner.\n\n          7.5  MICROSOFT shall have the option to terminate this Agreement upon\nwritten notice to WORLDSPAN in the event that WORLDSPAN migrates MICROSOFT and\nMICROSOFT System users to a computer reservation system not operated by\nWORLDSPAN. In addition, either party may terminate this Agreement upon written\nnotice to the other in the event of an assignment of this Agreement by the other\nparty to a third party. For purposes of this Section 7.5, an assignment shall\ninclude (i) any transfer of an ownership interest in WORLDSPAN or MS to a\nperson, group, or entity that would result in that person, group or entity\nacquiring control of such party, or (ii) any transfer by either party of all or\nsubstantially all of its assets.\n\n     8.   Additional Development Services\n          -------------------------------\n\n     In addition to development otherwise required to be done by WORLDSPAN\npursuant to this Agreement, MICROSOFT may request that WORLDSPAN develop\nadditional enhancements, improvements or changes to the WORLDSPAN System for the\nbenefit of MICROSOFT System users. Subject to the availability of programming\nresources and provided the enhancements, improvements, or changes do not\nadversely impact the existing performance standards of the WORLDSPAN System,\nWORLDSPAN shall provide Additional Development Services to complete such\nrequested development.\n\n     9.   Charges\/Payment\n          ---------------\n\n          9.1  MICROSOFT shall pay WORLDSPAN'S standard hourly rate for\nAdditional Development Services provided pursuant to this Agreement.\n    \n          9.2  MICROSOFT shall pay all amounts hereunder calculated pursuant to\nthe formulas and otherwise in the manner set forth in this Agreement. Payment\nshall be made within thirty (30) days of each monthly invoice.\n\n                                       6\n\n \n     10.  Ownership, No Other License\n          ---------------------------\n\n          10.1   The WORLDSPAN System, including all Intellectual Property\nRights therein, shall be owned or retained, to the fullest extent legally\npermitted under all applicable laws, by WORLDSPAN. MICROSOFT shall execute such\ninstruments, agreements and acknowledgments as WORLDSPAN shall require to\ntransfer and assign any and all of MICROSOFT's rights in and to such\nIntellectual Property Rights therein to WORLDSPAN. In addition to any other\nrights WORLDSPAN may have, WORLDSPAN shall be permitted to license or market to\nany third party all or portions of the WORLDSPAN System or the WORLDSPAN\nSoftware.\n\n          10.2   The MICROSOFT System, including all Intellectual Property\nRights therein, shall be owned or retained, to the fullest extent legally\npermitted under all applicable laws, by MICROSOFT. WORLDSPAN shall execute such\ninstruments, agreements and acknowledgments as MICROSOFT shall require to\ntransfer and assign any and all of WORLDSPAN's rights in and to such\nIntellectual Property Rights therein to MICROSOFT. In addition to any other\nrights MICROSOFT may have, MICROSOFT shall be permitted to license or market to\nany third party all or portions of the MICROSOFT System or the MICROSOFT\nSoftware.\n\n          10.3   Nothing herein shall be construed as granting or conferring\nupon a party a license or right to use the name or any Trademark, logo, or mark\nof the other party.\n\n     11.  Financial Arrangements\n          ----------------------\n\n          11.1   WORLDSPAN acknowledges that the MICROSOFT System is a new\nservice and, accordingly, neither MICROSOFT nor WORLDSPAN can anticipate the\nnumber of transactions through the WORLDSPAN System that will be generated by\nMICROSOFT System users nor all of the revenues or expenses that will accrue to\neither party or the number of transactions that will be generated by MICROSOFT\nSystem users. As additional consideration for the promises made by WORLDSPAN in\nthis Agreement, MICROSOFT agrees that if revenues payable by Travel Suppliers to\nWORLDSPAN for transactions generated by MICROSOFT System users are less than One\nHundred Thousand Dollars ($100,000.00) during the five (5) month period\nfollowing implementation of the WORLDSPAN System through the MICROSOFT System\n(including the development items set forth on Schedule 2.2), then MICROSOFT\nshall pay to WORLDSPAN:\n\n     (i)  the amount by which the actual amount of revenues payable is less than\n     $100,000.00; and\n\n     (ii) the amount equal to WORLDSPAN's out of pocket costs paid to third\n     party telecommunications suppliers for the leased communications lines from\n     the WORLDSPAN System to the Microsoft System in Bellevue, Washington.\n\nWORLDSPAN shall make available to MICROSOFT upon request any of its books,\nrecords and regularly generated reports as are reasonably necessary to confirm\nthe average amounts charged for air bookings in 1995 and 1996.\n\n                                       7\n\n \n          11.2    Other than payments made by MICROSOFT for Additional\nDevelopment Services and the amount to be paid by MICROSOFT, if any, pursuant to\nsection 11.1 above, MICROSOFT and WORLDSPAN agree that each shall bear any and\nall expenses incurred in the performance of this Agreement and each shall be\nentitled to retain any and all revenues arising out of this Agreement for the\nperiod ending January 31, 1997. Not later than August 1, 1996, the parties shall\nbegin to confer for the purposes of determining the need for making any change\nto the financial aspects of this Agreement for the period after January 31,\n1997, principally the sharing of revenues received by WORLDSPAN from Travel\nSuppliers for bookings and reservations made by MICROSOFT System users and\nexpenses incurred by WORLDSPAN in excess of the anticipated expenses. In the\nevent the parties are unable to agree to the financial aspects by November 30,\n1996, either party may terminate this Agreement pursuant to Section 7.2.\n\n     12.  Confidentiality\n          ---------------\n\n          12.1    The Non Disclosure Agreement shall be in effect throughout the\nTerm and shall continue according to its terms.\n\n          12.2    Notwithstanding the foregoing, if either party receives a\nsubpoena, civil investigative demand, or any other order, demand or request for\nthe Confidential Information of the other party (the \"Owning Party\"); or if\nthere is any change in law, statute or regulation that requires the disclosure\nor delivery of such information to any third party, then the party that would\nrespond or otherwise be required to make the delivery, disclosure or response\nshall give written notice to the Owning Party. The Owning Party shall have ten\n(10) business days following such notice to make any motion to quash, file any\nobjection or protest, or otherwise take any action deemed necessary and\nappropriate to prevent such disclosure and, during such ten (10) day period, the\nother party will make no delivery, disclosure or response with respect to the\nConfidential Information of the Owning Party.\n\n     13.  Force Majeure\n          -------------\n\n          13.1    WORLDSPAN shall have no liability to MICROSOFT or any other\nperson for malfunctions, errors or interruptions in the operation of the\nWORLDSPAN System or non-performance or delays in performance hereunder caused by\nacts of God, strikes, labor disputes, fires, delays of suppliers of goods or\nservices, acts or omissions of sovereign states or airline industry associations\n(including but not limited to ATA, ACH, ARC and IATA) or for any other cause\nbeyond the control of WORLDSPAN, and no such malfunction, interruption, non-\nperformance or delay shall constitute an Event of Default with respect to\nWORLDSPAN or MICROSOFT hereunder.\n\n          13.2    MICROSOFT shall have no liability to WORLDSPAN or any other\nperson for malfunctions or interruptions in the operation of the MICROSOFT\nSystem or non-performance or delays in performance hereunder caused by acts of\nGod, strikes, labor disputes, fires, delays of suppliers of goods or services,\nacts or omissions of sovereign states or airline industry associations\n(including but not limited to ATA, ACH, ARC and IATA) or for any other cause\nbeyond the control of MICROSOFT, and no such malfunction, interruption, non-\nperformance or delay shall constitute an Event of Default with respect to\nMICROSOFT or WORLDSPAN hereunder.\n\n                                       8\n\n \n     14.  Indemnification\n          ---------------\n\n          14.1   WORLDSPAN and MICROSOFT each agree to indemnify, defend and\nhold harmless the other and the other's directors, officers, partners,\naffiliates, and employees from any and all Loss arising out of: (a) the death or\nbodily injury of any agent, employee, contractor, customer, business invitee or\nbusiness visitor of the indemnitor; and (b) the damage, loss or destruction of\nany real or tangible personal property of the indemnitor, including but limited\nto the loss of use thereof.\n\n          14.2   WORLDSPAN and MICROSOFT each agree to indemnify, defend and\nhold harmless the other and the other's directors, officers, partners,\naffiliates, and employees from any and all Loss arising out of any claims or\ninfringement of any Intellectual Property Right conferred by contract or by\ncommon law or by any law of the United States or any state alleged to have\noccurred because of any service, data, or Confidential Information provided or\nwork performed by the indemnitor; provided, however, that this indemnity shall\nnot apply unless the party claiming indemnification notifies the other promptly\nof any matters in respect of which the foregoing indemnity may apply and of\nwhich the notifying party has knowledge and gives the other full opportunity to\ncontrol the response thereto and defense thereof, including, without limitation\nany agreement relating to the settlement thereof.\n\n          14.3   MICROSOFT agrees to indemnify, defend, and hold harmless\nWORLDSPAN and its directors, officers, partners, affiliates, and employees from\nany and all Loss incurred by WORLDSPAN arising out any claim by a MICROSOFT\nSystem user using the WORLDSPAN System, except for or to the extent that any\nsuch Loss is due to the negligence of WORLDSPAN.\n\n          14.4   WORLDSPAN agrees to indemnify, defend, and hold harmless\nMICROSOFT and its directors, officers, partners, affiliates, and employees from\nany and all Loss incurred by MICROSOFT arising out any claim by a MICROSOFT\nSystem user using the WORLDSPAN System to the extent that any such Loss is due\nto the negligence of WORLDSPAN.\n\n          14.5   Each of the indemnities set forth in this Section shall apply\nto each applicable Loss described above that results from any cause (including\nthe negligence of the indemnified party) but shall not apply to the extent such\napplicable loss results solely from the gross negligence or willful misconduct\nof the indemnified party or such indemnity is otherwise prohibited by applicable\nlaw.\n\n     15.  Insurance\n          ---------\n\n          15.1   WORLDSPAN shall maintain a Comprehensive General Liability\ninsurance policy, including worldwide coverage, in the amount of no less than\nU.S. One Million and no\/100 Dollars ($1,000,000.00) per occurrence with a U.S.\nTwo Million and no\/100 Dollars ($2,000,000.00) aggregate. Such coverage shall\ninclude contractual liability coverage for the indemnification obligations\ncontained herein, products hazard coverage and broad form property coverage. In\naddition, WORLDSPAN shall maintain an umbrella liability insurance policy or\npolicies in an amount no less than U.S. Five Million and no\/100 Dollars\n($5,000,000.00).\n\n                                       9\n\n \n          15.2   WORLDSPAN shall maintain the insurance or policies as required\nin subsection 15.1 above as follows:\n\n                 15.2.1  WORLDSPAN hereto shall provide to MICROSOFT a\nCertificate of Insurance, in a form reasonably acceptable to MICROSOFT, for each\nof the policies of insurance required by this Section. Each Certificate of\nInsurance with respect to the policies of insurance required by this Section\nmust name MICROSOFT as an additional insured.\n\n                 15.2.2  Each insurance policy including renewal insurance, or\nCertificates of Insurance shall contain an agreement by the insurer that it\nshall give no less than thirty (30) days written notice of cancellation, intent\nnot to renew, or reduction of material change in coverage. WORLDSPAN shall\nprovide MICROSOFT no less than ten (10) days prior written notice of any such\nnotice set forth in this Section.\n\n                 15.2.3  Each Certificate of Insurance required hereby shall be\ndelivered to MICROSOFT within ten (10) business days after the effective date or\nrenewal of the respective policy, as applicable.\n\n     16.  Regulatory Compliance\n          ---------------------\n\n     WORLDSPAN and MICROSOFT shall comply with all ATA, ACH, ARC, IATA and other\ntravel industry and other governmental and regulatory rules and regulations, and\nall laws, statutes, ordinances and regulations in each case, applicable to this\nAgreement, to the parties, and to the services provided hereunder. WORLDSPAN\nreserves the right to modify or eliminate any CRS Service if the provision of\nsuch service might constitute a violation of any applicable statute, law,\nordinance, industry rule or regulation or order of a court or judicial or\nadministrative body.\n\n     17.  Successors\n          ----------\n\n     Neither party shall assign its interest in this Agreement; provided,\nhowever, that (subject to Section 7.5) either party may assign this Agreement\nupon thirty (30) days prior written notice to a wholly-owned subsidiary or to an\nentity to which substantially all of the assets of the assigning party are being\ntransferred if such assignee assumes and agrees to perform all of the\nobligations of the assignor. This Agreement shall be binding upon the parties\nhereto and their successors and assigns and all persons claiming under or\nthrough them or any such successor or assign.\n\n     18.  Entire Agreement\n          ----------------\n\n     This Agreement and the Non Disclosure Agreement, together with any\nappendices, schedules and exhibits to either this Agreement and the Non\nDisclosure Agreement, constitute the entire agreement and understanding of the\nparties and supersedes all other prior agreements and understandings, both\nwritten and oral, between the parties with respect to the subject matter hereof.\nThis Agreement and the Non Disclosure Agreement may be amended only by a further\nwriting duly executed by authorized representative of the parties.\n\n                                       10\n\n \n     19.  Governing Law\n          -------------\n\n          19.1   Governing Law. This agreement shall be governed by, and shall\n                 -------------\nbe performed, enforced and construed in accordance with, the laws of the United\nStates and the State of Washington (other than its rules on conflicts of laws).\n\n          19.2   Jurisdiction, Forum. Each Party irrevocably submits to the \n                 -------------------                                   \nnon-exclusive jurisdiction of the Courts of the State of Georgia and Washington\nand the United States Federal Courts sitting in Georgia and Washington. Each\nparty shall appoint an agent for services of process in the States of Georgia\nand Washington (and notify the other party of the name and address of such\nagent) and shall maintain such agent at all times unless it shall designate and\nnotify the other of a reasonably satisfactory successor agent or agents.\n\n          19.3   Negotiation of Provisions. The parties agree that the choice \n                 -------------------------                            \nof law and forum provisions of this Section 19 have been negotiated in good\nfaith and agreed upon by the parties hereto and are reasonable. The parties, by\ntheir due execution of this Agreement, expressly agree, to the fullest extent\npermitted by law, not to challenge the choice of law or forum provisions\ncontained in this Section 19.\n\n     20.  No Third Party Beneficiaries\n          ----------------------------\n\n     None of the provisions of this Agreement shall be for the benefit of or\nenforceable by or against any person other than a party, including without\nlimitation, any creditor of WORLDSPAN or of MICROSOFT.\n\n     21.  Cooperation and Further Assurances\n          ----------------------------------\n\n     Each party hereto agrees to execute, acknowledge, deliver, file and record\nsuch further certificates, instruments and documents, and to do such other acts\nand things as may be required by law, or as may, in the reasonable opinion of\nthe counsel of either party, be necessary or advisable to carry out the full\nintent and purposes of this Agreement. In addition, each party agrees to provide\nto the other party, as soon as practicable after receipt of a request and\nsubject to applicable laws and regulations, such financial data or other\ninformation as may be necessary for compliance with the requirements of any\nfederal, state or local law or regulations or any governmental agency or\nauthority applicable to a party or its affiliates; provided, however, that the\nrequesting person shall bear any outside reasonable accounting, legal, and \nthird-party costs and expenses incurred in fulfilling any such request. Each\nparty agrees to keep confidential and not use in any matter, other than as\ncontemplated in this Section 21, financial data or other information or\ndocuments furnished pursuant to this Agreement unless ascertainable from public\nor published information or trade sources, or already known to our subsequently\ndeveloped by such party independently, or received from a third party not under\nan obligation to keep confidential such financial data, other information or\ndocuments. Both parties also agree to confer on mutually beneficial projects,\nsuch as, but not limited to, Net Fares support with possible incentives for the\nNet Fares program, during the term of this Agreement.\n\n                                       11\n\n \n     22.  Expenses\n          --------\n\n     Each party hereto shall assume and pay its own expenses incident to the\nnegotiation, execution and performance of this Agreement.\n\n     23.  Waivers\n          -------\n\n     The terms of this Agreement may be waived only by a written instrument\nsigned by the party which would have been able to require compliance. No delay\non the part of either party in exercising any right, power or privilege\nhereunder shall operate as a waiver thereof. No waiver on the part of either\nparty of any such right, power or privilege, shall preclude any further exercise\nthereof or the exercise of any other such right, power or privilege.\n\n     24.  Notices\n          -------\n\n          24.1  All notices, requests, demands, and other communications under\nthis Agreement shall be in writing and shall be deemed given: (a) when received\nif delivered personally; (b) on the next business day if sent by overnight\nservice prepaid with instructions for next business day delivery; or (c) on the\nday of transmission if telecopied or telegraphed (transmission confirmed), to\nthe parties at the following addresses and numbers (or to such other persons,\naddresses and numbers as a party may have specified by notice given to the other\nparty pursuant to this provision):\n\n          If to WORLDSPAN:\n\n          WORLDSPAN, L.P.\n          300 Galleria Parkway, NW., Suite 2100\n          Atlanta, Georgia 30339\n          Attention: Chief Executive Officer\n          Telecopier No.: (770) 563-7878\n\n          with a copy to:\n\n          WORLDSPAN, L.P.\n          300 Galleria Parkway, NW., Suite 2100\n          Atlanta, Georgia 30339\n          Attention: Vice President, General Counsel and Secretary\n          Telecopier No.: (770) 563-7878\n\n          If to MICROSOFT:\n\n          MICROSOFT CORPORATION\n          One MICROSOFT Way\n          Redmond, Washington 98052-6399\n          Attention: Product Unit Manager - Travel Products Group\n          Telecopier No.: (206) 936-7329\n\n                                       12\n\n \n          with a copy to:\n\n          MICROSOFT CORPORATION\n          One MICROSOFT Way\n          Redmond, Washington 98052-6399\n          Attention:  Legal Department\n          Telecopier No.: (206) 936-7329\n\n          24.2   If either party gives a notice regarding any alleged breach or\ndefault of any term of this Agreement, then such party shall include prominently\non such notice the legend \"Notice of Claim of Breach of Contract\" or words to\nthe same effect.\n\n     25.  Headings\n          --------\n\n     The headings of this Agreement are for reference purposes only and are to\nbe given no effect in the construction or interpretation of this Agreement.\n\n     26.  Severability\n          ------------\n\n     Any provision of this Agreement which is prohibited or unenforceable in any\njurisdiction shall, as to such jurisdiction, be ineffective to the extent of\nsuch prohibition or unenforceability without invalidating the remaining\nprovisions hereof or affecting the validity or enforceability of such provision\nin any other jurisdiction.\n\n     27.  Counterparts\n          ------------\n\n     This Agreement may be executed in counterparts, each of which shall be an\noriginal and all of which shall together constitute one and the same instrument.\n\n     28.  WARRANTY DISCLAIMER\n          -------------------\n\n     28.1 MICROSOFT, ON BEHALF OF ITSELF, ITS SUBSIDIARIES, AFFILIATES, AND\nSUBSCRIBERS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN,\nNEITHER WORLDSPAN, ITS PARTNERS, AFFILIATES, NOR ANY SERVICE PROVIDER OR OTHER\nSUPPLIER OF DATA PROVIDED THROUGH THE WORLDSPAN SYSTEM WARRANTS THE ACCURACY,\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SOFTWARE, DATA OR\nEQUIPMENT. MICROSOFT FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE\nPROVIDED HEREIN, WORLDSPAN, ITS PARTNERS, AND AFFILIATES DO NOT MAKE ANY\nREPRESENTATIONS OR WARRANTIES CONCERNING THE PARTICIPATION OR IDENTITIES OF\nTRAVEL SUPPLIERS OR VENDORS IN THE WORLDSPAN SYSTEM. EXCEPT AS OTHERWISE\nPROVIDED HEREIN, NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND,\nEXPRESSED OR IMPLIED, ARE MADE BY WORLDSPAN WITH RESPECT TO THE WORLDSPAN SYSTEM\nOR ANY WORLDSPAN SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n\n                                       13\n\n \n     28.2  WORLDSPAN, ON BEHALF OF ITSELF, ITS SUBSIDIARIES, AFFILIATES, AND\nSUBSCRIBERS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN,\nNEITHER MICROSOFT, ITS AFFILIATES, NOR ITS AGENTS WARRANTS THE ACCURACY,\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SOFTWARE, DATA OR\nEQUIPMENT. WORLDSPAN FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE\nPROVIDED HEREIN, MICROSOFT, ITS PARTNERS, AND AFFILIATES DO NOT MAKE ANY\nREPRESENTATIONS OR WARRANTIES CONCERNING THE PARTICIPATION LEVEL OF USERS THE\nMICROSOFT SYSTEM OR THE REVENUES THAT MIGHT BE GENERATED THEREBY. EXCEPT AS\nOTHERWISE PROVIDED HEREIN, NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY\nKIND, EXPRESSED OR IMPLIED, ARE MADE BY MICROSOFT WITH RESPECT TO THE MICROSOFT\nSYSTEM, ITS SUBSCRIBERS, OR ANY MICROSOFT SOFTWARE, INCLUDING WITHOUT\nLIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR\nPURPOSE.\n\n     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement\nto be executed by its respective officer thereunto duly authorized as of the day\nand year first above written.\n\nMICROSOFT CORPORATION                      WORLDSPAN, L.P.\n\n\/s\/ Patty Stonesifer                       \/s\/ Mike Buckman\n---------------------------------          --------------------------------\nBy (sign)                                  By (sign)\n \nPatty Stonesifer                           Mike Buckman\n---------------------------------          --------------------------------\nSenior Vice President - Consumer           Chief Executive Officer, pursuant to\nDivision                                   a delegation of authority by the\n                                           General partners of WORLDSPAN, L.P.\n \n \n12\/22\/95\n---------------------------------          ________________________________\nDate                                       Date\n\n                                       14\n\n \n                                  SCHEDULE 1\n\n                          DEFINITIONS RELATING TO THE\n               CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT\n\n\"ACH\" means the Airlines Clearing House \n\n\"ARC\" means the Airlines Reporting Corporation \n\n\"ATA\" means the Airline Transport Association\n\n\"Additional Development Services\" means programming services provided by\nWORLDSPAN pursuant to Section 8 of the Agreement to create improvements and\nenhancements to the WORLDSPAN System for the benefit of MICROSOFT.\n\n\"Computer Reservation System\" or \"CRS\" means an automated system used by travel\nagents and other non-airline personnel under contractual agreement, containing\ninformation about the availability of travel related services and goods.\n\n\"Confidential Information\" shall have the meaning set forth in the Non\nDisclosure Agreement. This Agreement shall also be considered Confidential\nInformation of each party with respect to the other party.\n\n\"Contracts\" means contracts, leases, sales orders, licenses, agreements,\npermits, plans, purchase orders, commitments, collective bargaining agreements,\nand other binding arrangements (including, without limitation, capital\ncommitments and arrangements with respect to construction in progress), whether\noral or written, express or implied.\n\n\"CRS Services\" means all of the information, data, services, features and\nfunctions of the WORLDSPAN System made available to all Travel Agent customers\nof WORLDSPAN from time to time.\n\n\"Event of Default\" has the meaning assigned in Section 7 of the Agreement.\n\n\"Fares\/Pricing Services\" means the services provided to MICROSOFT through the\nWORLDSPAN System with respect to information on fares and the automatic\ncalculation of prices for air travel itineraries for MICROSOFT System users.\n\n\"IATA\" means the International Air Transport Association.\n\n\"Intellectual Property Right\" means each (a) Patent, (b) Trademark, (c) trade\nname, (d) knowhow, (e) shop right, (f) copyright, (g) service mark, (h) trade\nsecret, (i) invention and (j) any Intellectual Property Right.\n\n\"Loss\" means loss, liability (whether accrued, absolute, contingent, or\notherwise), damages, deficiencies, expenses (including without limitation, fees\nand disbursements of counsel and expenses of investigation), claims, liens or\nother obligations whatsoever.\n\n                                       15\n\n \n\"MICROSOFT Network\" means the telecommunications network operated and\/or managed\nby MICROSOFT.\n\n\"MICROSOFT Software\" means the computer programs and associated documentation,\nincluding source code, used by MICROSOFT in the MICROSOFT Network or otherwise\ndeveloped by or licensed to MICROSOFT.\n\n\"MICROSOFT System\" means the computer hardware, software and related devices and\nsystems used by, or operated for the benefit of, MICROSOFT to provide an Online\nSystem to customers and MICROSOFT internal users including, without limitation,\nthe MICROSOFT Software and the MICROSOFT Network. The MICROSOFT System does not\ninclude the WORLDSPAN System.\n\n\"MICROSOFT System user\" means any person or entity who is entitled to use the\nMICROSOFT System.\n\n\"Network Services\" means data communication services provided through a network.\n\n\"Non Disclosure Agreement\" means that Microsoft Corporation Non-Disclosure\nAgreement between MICROSOFT and WORLDSPAN dated February 10, 1995.\n\n\"Online System\" means any system or combination of systems for distributing\nelectronic content or an electronic product or service, digital or otherwise,\nvia transmission, directly or indirectly, to users, whether over telephone\nlines, cable television systems, optical fiber connections, cellular telephones,\nsatellites, wireless broadcast, or other mode of transmission now known or\nsubsequently developed.\n\n\"Operational Emergency\" means (i) any disruption in or impairment of the\noperation of the WORLDSPAN System that causes a material interruption in the\nnormal business operations of any WORLDSPAN Hosted Carrier, or (ii) any problem\nor defect in the WORLDSPAN System which, in the reasonable opinion of WORLDSPAN,\neither (x) impairs the ability of aircraft of any such carrier to operate safely\npursuant to the laws, rules or regulations of any jurisdiction governing the\nflight of such aircraft or (y) poses any imminent risk that the airline\noperations conducted by any such carrier will suffer any event, occurrence or\ndelay that poses a material threat to the safe operation of any aircraft.\n\n\"Patents\" means patents (including all reissues, divisions, continuation and\nextensions thereof), patent applications, patent disclosures docketed and all\nother patent rights.\n\n\"Person Month\" means the equivalent of one person working on average one hundred\nseventy (170) hours for a period of thirty (30) consecutive days.\n\n\"Power Shopper\" means the functionality provided through the WORLDSPAN System to\npermit a user to automatically retrieve the lowest priced travel option as more\nfully defined in the document entitled \"WORLDSPAN Super Transaction\nImplementation Guide\" as modified on November 13, 1995.\n\n                                       16\n\n \n\"Response Time\" means the time elapsed between delivery of a message to the\nWORLDSPAN System, until the response to that message leaves the WORLDSPAN System\n(exclusive of the WORLDSPAN Network).\n\n\"Rollout Date\" means the date that Power Shopper has been through alpha testing,\nthat changes and\/or fixes arising out of alpha testing have been implemented by\nWORLDSPAN, and Power Shopper is then released to MICROSOFT for beta testing.\n\n\"Term\" shall have the meaning assigned in Section 7 of the Agreement.\n\n\"Territory\" means the geographic territory defined by IATA as Traffic\nConferences 1 and 2, which includes all of the North and South American\ncontinents and adjacent islands, Greenland, Bermuda, the West Indies and Islands\nof the Caribbean, the Hawaiian Islands (including Midway and Palmyra), all of\nEurope and adjacent islands, Iceland, the Azores, all of Africa and adjacent\nislands, Ascension Island and that part of Asia lying west of and including\nIran.\n\n\"Trademark\" means a trademark, service mark or an application for either.\n\n\"Training Materials\" means books, instructions, charts, information or programs\nused or useful in training or educating a Travel Agent in operating the\nWORLDSPAN System, regardless of whether such materials are made available in\nprint, electronic media, online or otherwise.\n\n\"Travel Agent\" means each wholesaler, agent or other person who makes travel\narrangements for others for airlines, trains, buses, cruise ships, hotels, car\nrentals and the like as well as any corporate travel department, but shall not\ninclude any Travel Supplier.\n\n\"Travel Supplier\" means each airline, hotel, car rental company, cruise line or\nother entity providing travel related goods or services.\n\n\"WORLDSPAN Hosted Carrier\" means any WORLDSPAN Partner which receives its\ninternal reservation and\/or flight operations functions from the WORLDSPAN\nSystem.\n\n\"WORLDSPAN Network\" means the telecommunications network operated and\/or managed\nby WORLDSPAN.\n\n\"WORLDSPAN Partner\" means any airline that owns, directly or indirectly, an\nequity interest in WORLDSPAN, L.P.\n\n\"WORLDSPAN Software\" means the computer programs and associated documentation,\nincluding source code, used by WORLDSPAN in connection with the operation of the\nWORLDSPAN System, including all Improvements.\n\n                                       17\n\n \n\"WORLDSPAN System\" means the computer hardware, software and related devices and\nsystems used by WORLDSPAN to provide services to MICROSOFT pursuant to the\nAgreement including, without limitation, the WORLDSPAN Software and the\nWORLDSPAN Network.\n\n\"WORLDSPAN Training Materials\" means training manuals, books, software and other\nmaterials used or useful in connection with training for WORLDSPAN's Travel\nAgent customers.\n\n                                       18\n\n \n                                SCHEDULE 2.1.2\n\n                WORLDSPAN INITIAL MINIMUM CAPACITY REQUIREMENTS\n\nWORLDSPAN will provide initial capability to process up to [*] concurrent TPF\ntransactions during peak hours (7am-7pm EST) and up to [*] concurrent TPF\ntransactions during off peak hours (7pm-7am EST) submitted from MICROSOFT. This\ncapacity is expected to be sufficient to process [*] Super Transactions per\nsecond during peak hours and up to [*] super Transactions per second during off-\npeak hours. This will be implemented in the form of [*] of terminal addresses\nwhich MICROSOFT can access through the WORLDSPAN Auxiliary Processor. WORLDSPAN\nwill provide one half the number of terminal addresses guaranteed for the\nbeginning phase of production by February 15, 1996. During the period February\n15, 1996 to August 14, 1996, for agreed upon scheduled periods of at least ten\n(10) days every two (2) months, full initial capacity as described above will be\nmade available for the purpose of stress testing.\n\n\nWORLDSPAN SYSTEM AVAILABILITY OBJECTIVE\n    \nThe CRS Services will be available to MICROSOFT on average during any [*]\nconsecutive month period at least [*] of the time.      \n\nRegarding Power Shopper: given that MICROSOFT does not submit at a higher rate\nthan [*] Power Shopper request per [*] seconds during peak hours (7am-7pm EST)\nand [*] Power Shopper per second during off peak hours (7pm-7am EST)WORLDSPAN\nwill provide a substantive, accurate response [*] of the time.\n\nPrior to Rollout Date\n\nMICROSOFT and WORLDSPAN agree to:\n\n1. Identify all unique Super Transactions which will be generated by MICROSOFT\n   for processing by the WORLDSPAN System and identify the average TPF\n   Transaction rate per Super Transaction.\n\n2. Identify profile of Super Transactions activity to include estimates of rates\n   for entire 24-hour daily periods.\n\n3. Measure current Response Time levels provided to Travel Agent and other\n   customers of WORLDSPAN System using identical or similar Super Transactions.\n\n4. Identify and implement any necessary changes to the WORLDSPAN System to make\n   Response Times to MICROSOFT comparable to measurements from point 3 above.\n\n5. MICROSOFT will make changes to its message structure as suggested by\n   WORLDSPAN to improve Response Times providing the changes do not materially\n   impact the functionality provided to MICROSOFT System users.\n\n[*] The redacted portion, indicated by this symbol, is the subject of a \n    confidential treatment request.\n                                       19\n\n \nPrior to end of Beta Test\n-------------------------\n\nWORLDSPAN and MICROSOFT will mutually agree to the documentation and acceptance\nof Response Time objectives above.\n\nThe Response Time objectives above shall be available no later than August 14,\n1996. In the event the parties are unable to agree to the Response Times to be\nimposed during the term of this Agreement, either party may terminate this\nAgreement pursuant to Section 7.2.\n\n\n\n \n                                 SCHEDULE 2.2\n\n                WORLDSPAN DEVELOPMENT ITEMS AND DELIVERY DATES\n\nThis schedule defines additional functionality in addition to the CRS Services\nthat WORLDSPAN will provide to MICROSOFT pursuant to the Agreement. Also defined\nis the nature and responsibility for the communication link between WORLDSPAN\nand MICROSOFT and standards for WORLDSPAN System availability to MICROSOFT\nduring development.\n\nGeneral Nature of Work\nMICROSOFT requires a set of changes to the WORLDSPAN System in order to build\nthe initial version of the product to be included with the Microsoft System.\nOther changes may be necessary to support future versions. The changes described\nin this subsection are general only, and more detailed descriptions follow\nbelow. Although all requests in this Schedule 2.2 refer to Super Transaction,\nother functionally similar structured message interfaces may be substituted\nfollowing MICROSOFT's consent. The changes fall into four categories:\n\n1. Provide functionality through the Super Transaction API that exists on the\nnative host systems but is not currently available through Super Transaction.\nWhere practical, MICROSOFT will in its discretion attempt to leverage the\nexisting capability of the host systems and not require new functionality at the\nhost level. However, new host system capability may be needed in some areas.\n2. Provide enhanced shopping capabilities.\n3. Provide support for automating processes that an experienced travel agent\ncould perform using the existing WORLDSPAN System. For example, interpreting\nfares rules and applying applicable discounts.\n4. Support MICROSOFT's ability to provide travel agency operations (ticketing,\nqueue management, etc.) and telephone support, either directly or through\nagreement with third parties.\n\nExisting Functionality\nMICROSOFT will have the ability to use all functionality described in \"WORLDSPAN\nSuper Transaction Specifications\" dated December 1, 1995. All functionality\ndescribed in the Specifications will work as documented. Any functionality\ndescribed in the Specifications but not yet implemented will be accessible by\nMICROSOFT by December 15, 1995.\n\nAll transactions will return complete, accurate and reliable information. [*] of\nall software defects reported by MICROSOFT will be resolved in 30 days or less\nunless by mutual agreement the time limit is extended. Resolution will either\nmean the defect is fixed or a suitable work around is identified. A \"software\ndefect\" means any documented occurrence of an instance where the software does\nnot perform according to its published specifications.\n\nSummary of the Requirements for New Work\nThe following enhancements will be required:\n\n               [*]\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n                                       21\n\n \nAir Transactions\n----------------\n\n     [*]\n\nHotels\n------\n\n     [*]\n\nOther\n-----\n\n     [*]\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n                                       22\n\n \nCommunication Links\n-------------------\nWORLDSPAN will provide the following communication links with MICROSOFT:\n\nThe existing dial-in X.25 link to Atlanta provided for test purposes shall\ncontinue through the Term of the Agreement. MICROSOFT pays for the phone costs\nand WORLDSPAN maintains the internal connections and hardware to WORLDSPAN's\nsystems.\n\nBy November 30, 1995, WORLDSPAN will provide a leased line X.25 connection to\nthe point-of-presence at the local telephone provider in Bellevue Washington.\nThis will operate at speeds no less than 56KB\/sec. WORLDSPAN will pay for all\ntraffic generated and the cost of installation to the point-of-presence. This\nline will be used for continued test and development of the products. This will\nbe maintained for the Term of the Agreement.\n\nBy January 1, 1996, WORLDSPAN will provide one leased line X.25 connection to a\npoint of presence identified above to WORLDSPAN production facilities. This will\noperate at speeds no less than 56KB\/sec. WORLDSPAN will pay for all traffic\ngenerated and the cost of installation to the point-of-presence. This line will\nbe used for final beta testing. This will be maintained for the Term of the\nAgreement.\n\nBy February 15, 1995, WORLDSPAN will provide two more leased lines X.25\nconnection to a point of presence identified above to WORLDSPAN production\nfacilities. These will operate at speeds no less than 56KB\/sec. WORLDSPAN will\npay for all traffic generated and the cost of installation to the point-of-\npresence. This line will be used for production uses. This will be maintained\nfor the Term of the Agreement.\n\nFor each communications facility described above, WORLDSPAN will provide the\nsame level availability as provided to its highest volume travel agencies using\nsimilar facilities.\n\nThe technology used to support any of the above links can be modified to provide\nhigher bandwidth, lower cost or better security so long as such modifications do\nnot materially adversely affect WORLDSPAN's performance standards hereunder.\n\n                                       23\n\n \n                               AMENDMENT NO. 1\n             TO CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT\n\n\nTHIS AMENDMENT NO. 1 TO CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT, dated\nand effective as of January 1, 1997 (\"Amendment\"), by and between Microsoft\nCorporation, a Washington corporation (\"MICROSOFT\") with its principal office at\nOne Microsoft Way, Redmond, Washington 98052, and WORLDSPAN, L.P., a Delaware\nlimited partnership (\"WORLDSPAN\"), with its principal office at 300 Galleria\nParkway, NW, Atlanta, Georgia 30339.\n\nMICROSOFT and WORLDSPAN are parties to that certain CRS Marketing, Services and\nDevelopment Agreement dated December 15, 1995 (the \"Agreement\").\n\nWORLDSPAN and MICROSOFT now desire to modify the Agreement.\n\nNow, Therefore, in consideration of the above recitals, the mutual undertakings\nof the parties as contained herein and other good and valuable consideration,\nthe receipt and sufficiency of which are hereby acknowledged, the parties to\nthis Amendment hereby agree as follows:\n\n     1.   Definitions\n          -----------\n\n     Terms in capitalized form used in this Amendment shall have the meanings\nset forth in Schedules 1 and 2.1.2. Terms in capitalized form not defined in\nthis Amendment shall have the meanings set forth in the Agreement.\n\n     2.   Travel Supplier Billings\n          ------------------------\n\n     A new Section 29 is hereby added to the Agreement to provide as follows:\n\n     29.  Travel Supplier Billings\n          ------------------------     \n\n          29.1  Notwithstanding anything in this Agreement to the contrary,\n          commencing with Car and Hotel Bookings as of January 1, 1997,\n          WORLDSPAN agrees to prepare and deliver to MICROSOFT and\/or its\n          designated service provider reasonably approved by WORLDSPAN, a report\n          showing the Car and Hotel Bookings made through MICROSOFT System\n          during the preceding calendar month (the \"Booking Report\"). The\n          Booking Reports shall be delivered not more than ten (10) days\n          following the end of the month in which the Car and Hotel Bookings\n          occurred. Each Booking Report shall be provided in printed form and on\n          electronic media according to the following specifications: delimited\n          text file and print file, both available for download via modem by\n          MICROSOFT and\/or its designated service provider. Each Booking Report\n          shall include, for each Car and Hotel Booking, the date made, name of\n          the traveler, and such other information normally provided by\n          WORLDSPAN to the Participating Car or Participating Hotel in\n          connection with WORLDSPAN's invoice for the Bookings. WORLDSPAN shall\n          use reasonable business efforts to obligate, where applicable,\n          Participating Cars and Participating Hotels to pay Car and Hotel Fees\n          to MICROSOFT instead of WORLDSPAN. MICROSOFT understands and\n\n \n          agrees that WORLDSPAN may directly bill certain Participating Cars and\n          Participating Hotels for Bookings made by MICROSOFT System users.\n          MICROSOFT shall be responsible at its expense for contracting with\n          Travel Suppliers with regard to payment of MICROSOFT's charges and\n          other matters related to Bookings from the MICROSOFT System.\n\n          29.2  With respect to Bookings made through the MICROSOFT System, the\n          parties acknowledge that Participating Cars and Participating Hotels\n          may agree to provide MICROSOFT with a negotiated rate agreed upon by\n          MICROSOFT and the applicable Travel Supplier (\"Negotiated Car and\n          Hotel Rates\") in lieu of the customary industry commissions. MICROSOFT\n          shall provide to WORLDSPAN a list indicating whether a Participating\n          Car or Hotel has elected to pay a Negotiated Car and Hotel Rate on a\n          monthly basis. Exhibit A sets forth the Participating Cars and\n          Participating Hotels that have agreed to pay the Negotiated Car and\n          Hotel Rates as of the effective date of this Amendment. WORLDSPAN\n          shall prepare a monthly invoice based upon the list described above\n          and the monthly Booking Report, and MICROSOFT shall pay WORLDSPAN [*]\n          per Net Booking made by MICROSOFT System users with respect to\n          Participating Cars and Participating Hotels that have elected to pay\n          the Negotiated Car and Hotel Rates. (The amount to be paid with\n          respect to other Travel Suppliers (i.e., cruises and tours), if any,\n          shall be determined by mutual written agreement of the parties.) Such\n          invoiced amount shall be paid by MICROSOFT within sixty (60) days of\n          receipt of WORLDSPAN's invoice. In the event a Participating Car or\n          Participating Hotel fails to pay MICROSOFT the Negotiated Car and\n          Hotel Rates for three (3) consecutive months, and MICROSOFT, despite\n          using reasonable business efforts, is unable to collect any such fees,\n          MICROSOFT will notify WORLDSPAN in writing of such uncollected amounts\n          and the parties will discuss the appropriate next steps. If such\n          Participating Car or Participating Hotel continues to fail to pay\n          MICROSOFT the Negotiated Car and Hotel Rates for an additional thirty\n          (30) days after the date of the notice, then MICROSOFT may elect\n          either (i) to continue to pay to WORLDSPAN the [*] per Net Booking\n          incurred despite its inability to collect or (ii) to agree to remove\n          the defaulting Participating Car or Participating Hotel from this\n          Section 29.2 and to permit WORLDSPAN to directly invoice such\n          defaulting Participating Car or Participating Hotel the standard\n          WORLDSPAN Car or Hotel Fee in which case WORLDSPAN will refund (or\n          otherwise offset from amounts owed by MICROSOFT to WORLDSPAN\n          hereunder) the amounts paid to WORLDSPAN by MICROSOFT for such\n          uncollected Bookings (provided, however, WORLDSPAN will not be\n          required to refund any amounts where MICROSOFT fails to collect due to\n          a marketing or other arrangement with a Participating Car or\n          Participating Hotel).\n\n          29.3  If WORLDSPAN elects to terminate the availability of a Travel\n          Supplier participating in the WORLDSPAN System, WORLDSPAN shall notify\n          MICROSOFT as soon as reasonably practicable and shall use commercially\n          reasonable efforts to make arrangements appropriate for handling the\n          existing Bookings of such Travel Supplier made by MICROSOFT users\n          through the WORLDSPAN System.\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n                                       2\n\n \n          29.4  WORLDSPAN and MICROSOFT reserve the right to charge Travel\n          Suppliers for other services and products, and to modify their\n          respective fees and charges with Travel Suppliers. In the event that\n          WORLDSPAN changes its Car and Hotel Fee, such change shall not affect\n          the distribution of the fees collected by MICROSOFT from such\n          Participating Cars or Participating Hotels as set forth in this\n          Amendment above unless otherwise agreed to by the parties in writing.\n\n          29.5  MICROSOFT shall make available to WORLDSPAN upon request any of\n          its books, records and reports as are reasonably necessary to confirm\n          the reports or statement provided by MICROSOFT hereunder.\n\n     3.   Payment\n          -------\n\n     Section 9.2 of the Agreement is hereby deleted and replaced by the\nfollowing new Section 9.2:\n\n     9.2  Each party shall pay all amounts due hereunder calculated pursuant to\n     the formulas and otherwise in the manner set forth in this Agreement.\n     Except as otherwise specified, payment shall be made within thirty (30)\n     days of an invoice or, where the amount owed is determined by the paying\n     party, within sixty (60) days of the end of the month, quarter or other\n     period to which the obligation applies. All payments to be made to\n     MICROSOFT shall be sent to the following address (or to such other address\n     as MICROSOFT so designates in writing to WORLDSPAN):\n\n          Microsoft North American Collections\n          Attn:  Dept. 551 - Special Agreements\n          P.O. Box 844505\n          Dallas, TX 75284-4505\n\n\n     4.   System Capacity\n          ---------------\n\n     Section 2.1.2 of the Agreement is hereby deleted and replaced by the\nfollowing new Section 2.1.2:\n\n          2.1.2  To ensure reasonable capacity is available and subject to\n          Section 3.1, WORLDSPAN shall make available to MICROSOFT processing\n          capacity from the WORLDSPAN System according to the specifications set\n          forth on Schedule 2.1.2 attached hereto and as otherwise provided in\n          this Agreement. MICROSOFT shall not have any proprietary rights in any\n          equipment or software acquired by WORLDSPAN to provide capacity\n          hereunder. Once each calendar month during the term of this Agreement,\n          MICROSOFT and WORLDSPAN agree to discuss the WORLDSPAN System capacity\n          available to MICROSOFT and MICROSOFT's projections with respect to its\n          total capacity requirements. Based upon such meetings and projections,\n          the parties shall implement in good faith any necessary changes\n          mutually agreed upon, including but not limited to the WORLDSPAN\n          System capacity and other technical issues and shall document such\n          changes in a revised Schedule 2.1.2. MICROSOFT and WORLDSPAN\n\n                                       3\n\n \n          shall bear the costs and expenses associated with any expansion of\n          capacity of the WORLDSPAN System only to the extent expressly agreed\n          to herein by the parties in writing.\n\n     5.   Revenue Share; Capacity Fees.\n          ---------------------------- \n\n          (a)    Effective as of January 1, 1997, Section 11.1 of the Agreement\n     is hereby deleted and replaced by the following new Section 11.1:\n\n          11.1.  A. As additional consideration for the promises made by\n          WORLDSPAN in this Agreement including, but not limited to the promises\n          regarding WORLDSPAN System capacity, MICROSOFT shall pay WORLDSPAN [*]\n          within thirty (30) days of the signing date of this Amendment.\n          Additionally, MICROSOFT shall pay WORLDSPAN [*] within thirty (30)\n          days of the signing of this Amendment.\n\n                 B. (i)   The parties agree that WORLDSPAN shall pay to\n          MICROSOFT the base revenue share amount indicated in the attached\n          Appendix 1 (\"Base Revenue Share\") and the incentive revenue share\n          amount indicated in the attached Appendix 1 (`Incentive Revenue\n          Share\") with respect to all Airline Fees generated by MICROSOFT System\n          users through the MICROSOFT System. Within sixty (60) days after the\n          end of each calendar month, WORLDSPAN shall furnish MICROSOFT with a\n          statement together with payment for all amounts shown thereby to be\n          due to MICROSOFT. The statement shall be based upon the Base Revenue\n          Share and the Incentive Revenue Share (together, the \"Revenue Share\")\n          for the month preceding the month then ended, and shall contain\n          information sufficient to discern how the Revenue Share was computed.\n\n                    (ii)  At the end of each calendar year, WORLDSPAN shall\n          reconcile the amounts billed to and paid by Participating Airlines for\n          Bookings made by MICROSOFT System users. In the event a Participating\n          Airline fails to pay and WORLDSPAN, despite using reasonable business\n          efforts, is unable to collect Airline Fees from such Participating\n          Airline, WORLDSPAN shall notify MICROSOFT in writing of such\n          uncollected amounts. Within thirty (30) days of receipt of WORLDSPAN's\n          notice, MICROSOFT will refund (or WORLDSPAN may set off from amounts\n          owed by WORLDSPAN to MICROSOFT hereunder) the amounts paid to\n          MICROSOFT by WORLDSPAN for such Bookings. MICROSOFT shall not be\n          required to refund any amounts where WORLDSPAN's fails to collect due\n          to a marketing or other arrangement with a Participating Airline.\n\n                    (iii) Notwithstanding the foregoing, MICROSOFT and WORLDSPAN\n          agree to discuss in good faith the revenue share that would apply in\n          the event a significant or major airline becomes a Participating\n          Airline.\n\n                 C. MICROSOFT agrees to pay to WORLDSPAN the Base Capacity Fee\n          (as defined in Schedule 2.1.2) each month during the term of this\n          Agreement. The Base Capacity Fee shall be the full amount due to\n          WORLDSPAN from\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n                                       4\n\n \n          MICROSOFT with respect to the provision of Base Capacity (as defined\n          in Schedule 2.1.2). The Base Capacity Fee may be adjusted in\n          accordance with the provisions set forth in Schedule 2.1.2.\n          Additionally, MICROSOFT agrees to reimburse WORLDSPAN for the charges\n          incurred by WORLDSPAN with respect to direct communication lines and\n          frame relay access devices (each party is responsible for its own\n          installation and ongoing costs of circuits and equipment necessary to\n          connect such party's facilities to the local exchange carrier's\n          termination of the frame relay circuits) that are requested by\n          MICROSOFT through its Product Unit Manager for the Travel Group\n          (\"Direct Communication Fees\") and to pay the direct costs related to\n          terminal addresses used in connection with the MICROSOFT System by\n          MICROSOFT's fulfillment partner (\"Fulfillment Partner Fees\").\n          WORLDSPAN shall invoice MICROSOFT for the Base Capacity Fee, the\n          Direct Communication Fees, and the Fulfillment Partner Fees on a\n          monthly basis and shall also include a written report of the PS Rate\n          for the applicable month and a summary of number of sessions used by\n          MICROSOFT in connection with the MICROSOFT System. MICROSOFT shall pay\n          the invoiced amount within thirty (30) days after receipt of the\n          invoice.\n\n                 D.  WORLDSPAN shall make available to MICROSOFT upon request\n          any of its books, records and reports as are reasonably necessary to\n          confirm the reports or statements provided by WORLDSPAN hereunder.\n\n          (b)    Section 11.2 of the Agreement is hereby deleted and\n     replaced with the following new Section 11.2:\n\n          11.2   Other than payments made by MICROSOFT for Additional\n          Development Services and the amounts to be paid by MICROSOFT and\n          WORLDSPAN, if any, pursuant to new Sections 11.1 and 29, MICROSOFT and\n          WORLDSPAN agree that each shall bear its own expenses incurred in the\n          performance of this Agreement. Not later than June 1, 1999, the\n          parties shall begin to confer for the purpose of determining the need\n          for making any change to the financial aspects of this Agreement for\n          the period after September 30, 1999, principally the sharing of\n          revenues received by WORLDSPAN from Travel Suppliers for Bookings\n          generated by MICROSOFT System users and expenses incurred by WORLDSPAN\n          in excess of the anticipated expenses. If the parties are unable to\n          agree to an arrangement for the period after September 30, 1999, the\n          Agreement shall continue according to the terms in effect on September\n          30, 1999, subject to each party's rights in Section 7.2 of this\n          Agreement.\n\n     6.   Confidentiality\n          ---------------\n\n          The terms and conditions contained in this Amendment shall be\n     considered Confidential Information in accordance with Section 12 of the\n     Agreement.\n\n     7.   Other Products and Services.\n          --------------------------- \n\n          With respect to other products and services through which MICROSOFT\n     may desire to use WORLDSPAN System, including but not limited to, certain\n     private label products, the parties will discuss in good faith how such\n     products and services may be\n\n                                       5\n\n \n     included under the terms of this Agreement.\n\n     8.   Other Agreements\n          ----------------\n\n          (a)  Use of WORLDSPAN Logo. MICROSOFT agrees that it will include the\n               ---------------------                               \n     WORLDSPAN Wired logo on the bottom of the MICROSOFT Expedia home page.\n     Placement and size of the logo will be determined by MICROSOFT, however\n     MICROSOFT will use its best efforts to feature the WORLDSPAN logo in a\n     manner similar to the presentation of any other third party logo featured\n     on the MICROSOFT Expedia home page.\n         \n          (b)  Updated Hotel Data. WORLDSPAN agrees, on at least a monthly basis\n               ------------------ \n     until September 30, 1999, to continue to provide and license to MICROSOFT,\n     subject to Section 4.3 of the Agreement, updated pricing information and\n     data regarding hotel and other lodging services. WORLDSPAN shall not be\n     obligated to provide any such pricing information and data supplied by\n     third parties where WORLDSPAN's agreement with such third party prohibits\n     providing such data to MICROSOFT or for which WORLDSPAN is required to pay\n     a fee and the provision of such pricing information and data is subject to\n     the disclaimer of warranty set forth in Section 28 of the Agreement.\n     Additionally, pursuant to the Section 4.3 of the Agreement, MICROSOFT has\n     updated certain information and data regarding hotel and other lodging\n     services received from WORLDSPAN as of the Effective Date of this Amendment\n     (\"Updated Hotel Data\"). MICROSOFT hereby grants to WORLDSPAN a perpetual,\n     nonexclusive, royalty-free worldwide license and right to: (i) develop,\n     market, sell, make, use, reproduce, modify, adapt, create derivative works\n     based on, translate, distribute (directly and indirectly), transmit,\n     display and perform publicly, license, rent, lease, and sell such Updated\n     Hotel Data on printed, electronic or other fixed media, and to sublicense\n     any or all of the foregoing rights, including the right to sublicense such\n     rights to third parties; and (ii) create, develop, market, distribute,\n     transmit, license, sub-license and sell such Updated Hotel Data. WORLDSPAN,\n     ON BEHALF OF ITSELF, ITS SUBSIDIARIES, AFFILIATES AND SUBSCRIBERS,\n     ACKNOWLEDGES AND AGREES THAT NEITHER MICROSOFT, ITS AFFILIATES, NOR ITS\n     AGENTS WARRANTS THE ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR\n     PURPOSE OF THE UPDATED HOTEL DATA. WORLDSPAN FURTHER ACKNOWLEDGES AND\n     AGREES THAT MICROSOFT, ITS AFFILIATES, AND AGENTS DO NOT MAKE ANY\n     REPRESENTATIONS OR WARRANTIES CONCERNING THE UPDATED HOTEL DATA. To the\n     extent that MICROSOFT, in its sole discretion, updates or modifies the\n     Updated Hotel Data from the Effective Date until September 30, 1999,\n     MICROSOFT agrees to provide such updates or modifications to the Updated\n     Hotel Data to WORLDSPAN without cost. MICROSOFT shall not be obligated to\n     provide any Updated Hotel Data supplied by third parties where MICROSOFT's\n     agreement with such third party prohibits providing such data to WORLDSPAN\n     or for which MICROSOFT is required to pay a fee.    \n\n          (c)  Minimum Performance Functionality. From the Effective Date of \n               ---------------------------------                         \n     this Amendment through September 30, 1999, WORLDSPAN agrees to provide the\n     same or comparable significant functionality tools and features (such as a\n     ticketless functionality) as other computer reservation systems. So long as\n     WORLDSPAN complies with the foregoing, MICROSOFT agrees that it will\n     maintain from the Effective Date of this\n\n[*] The redacted portion, indicated by this symbol, is the subject of a \n    confidential treatment request.\n   \n                                    6\n\n \n     Amendment through September 30, 1999; on a calendar quarterly basis, at\n     least [*] CRS booking share from Expedia North America on the WORLDSPAN\n     System. At any time after MICROSOFT enters into an agreement with another\n     computer reservation system for [*], MICROSOFT shall provide WORLDSPAN with\n     a quarterly report that details bookings made by Expedia North American\n     users. In the event MICROSOFT does not maintain at least a [*] CRS booking\n     share from Expedia North America on the WORLDSPAN System, the amounts\n     otherwise payable to MICROSOFT pursuant to Section 5 of this Amendment and\n     Appendix 1 shall be reduced by [*].\n\n     9.   Effective Date\n          --------------\n\n          Except as provided in this Amendment or the schedules, the provisions\n     of this Amendment shall be effective as of the date specified in the\n     preamble to this Amendment.\n\n     10.  Continuation of Agreement\n          -------------------------\n\n          Except as provided in this Amendment, the Agreement shall continue in\n     full force and effect.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed\nby their duly authorized undersigned representatives as of the date first above\nwritten.\n\n\nMICROSOFT CORPORATION                        WORLDSPAN, L.P.\n\n\nBy: \/s\/ John Neilson                         By: \/s\/ Mike Buckman\n   ---------------------------                  ------------------------------\nPrint Name: John Neilson                     Print Name: Mike Buckman\n           -------------------                          ----------------------\nTitle: Vice President                        Title:  Chief Executive Officer\n      ------------------------                     ---------------------------\nDate : 6-16-97\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n                                       7\n\n \n                                  SCHEDULE I\n                 DEFINITIONS RELATING TO THE AMENDMENT TO THE\n               CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT\n\n\"Airline Fee\" means the fee charged by WORLDSPAN to a Participating Airline for\nBookings and other transactions made through the WORLDSPAN System by MICROSOFT\nSystem users. \n\n\"Base Capacity\" has the meaning set forth in Schedule 2.1.2.\n\n\"Base Capacity Fee\" has the meaning set forth in Schedule 2.1.2.\n\n\"Base Revenue Share\" has the meaning set forth in Section 5 of the Amendment.\n\n\"Booking\" means a reservation, electronic message or other transaction made\nthrough the WORLDSPAN System with respect to a Travel Supplier for which\nWORLDSPAN charges a fee.\n\n\"Booking Report\" has the meaning set forth in Section 2 of the Amendment.\n\n\"Car and Hotel Booking\" means a reservation or other transaction made through\nthe WORLDSPAN System with respect to a Participating Car or Participating Hotel\nfor which WORLDSPAN charges a fee.\n\n\"Car and Hotel Fee\" means the fee charged by WORLDSPAN to Participating Cars and\nParticipating Hotels for Bookings and other transactions made through the\nWORLDSPAN System by MICROSOFT users.\n\n\"Direct Communication Fees\" has the meaning set forth in Section 5 of the\nAmendment.\n\n\"Fulfillment Partner Fees\" has the meaning set forth in Section 5 of the\nAmendment.\n\n\"Incentive Revenue Share\" has the meaning set forth in Section 5 of the\nAmendment.\n\n\"Negotiated Car and Hotel Rates\" has the meaning set forth in Section 2 of the\nAmendment.\n\n\"Net Booking\" means the total number of Bookings generated for a Travel Supplier\nby a MICROSOFT System user during a calendar month, minus the cancellations\naccepted by WORLDSPAN for such Travel Supplier.\n\n\"Off-Peak Time\" has the meaning set forth in Schedule 2.1.2.\n\n\"Off-Peak Power Shopper Factor\" or \"Off-Peak PS Factor\" has the meaning set\nforth in Schedule 2.1.2.\n\n\"Participating Airline\" means an airline that is a party to an agreement with\nWORLDSPAN for participation in the WORLDSPAN System and which pays WORLDSPAN\nAirline Fees.\n\n \n\"Participating Car\" means a single company or facility that rents or leases cars\nor other vehicles, a chain of such companies, or an entity representing a group\nof car or other vehicle rental facilities that is a party to an agreement with\nWORLDSPAN for participation in the WORLDSPAN System and which pays WORLDSPAN a\nfee.\n\n\"Participating Hotel\" means a single hotel or other lodging facility, chain of\nhotels or lodging facility, or entity representing a group of hotels or lodging\nfacilities, that is a party to an agreement with WORLDSPAN for participation in\nthe WORLDSPAN System and which pays WORLDSPAN a fee.\n\n\"Peak Time\" has the meaning set forth in Schedule 2.1.2\n\n\"Peak Power Shopper Factor\" or \"Peak PS Factor\" has the meaning set forth in\nSchedule 2.1.2.\n\n\"Power Shopper Rate\" or \"PS Rate\" has the meaning set forth in Schedule 2.1.2.\n\n\"Revenue Share\" has the meaning set forth in Section 5 of the Amendment.\n\n\"Segment\" means each passenger leg created in a passenger name record booked in\nthe WORLDSPAN System by a MICROSOFT System user less cancellations.\n\n\"Updated Hotel Data\" has the meaning set forth in Section 8 of the Amendment.\n\n\"WORLDSPAN Sessions\" has the meaning set forth in Schedule 2.1.2.\n\n \n                                SCHEDULE 2.1.2\n                             CAPACITY REQUIREMENTS\n\n1.   Base Capacity; Base Capacity Fees.\n     ---------------------------------\n\nThe table below sets forth the initial base capacity that WORLDSPAN will provide\nto MICROSOFT as measured by a Power Shopper Rate (during both Peak and Off-Peak\nTimes) for each identified usage by the MICROSOFT System. MICROSOFT may change\nthe initial base capacity pursuant to Section 2 of this Schedule 2.1.2, and the\nbase capacity at any time during the term is defined herein as \"Base Capacity\".\n\nIn consideration for the Base Capacity, MICROSOFT will pay the total Base\nCapacity Fees indicated in the table below on a monthly basis in accordance with\nSection 5(a) of the Amendment. MICROSOFT will receive a [*] discount from the\nBase Capacity Fee in any month if (and subject to Section 3.1 of the Agreement)\ni) WORLDSPAN provides a substantive, accurate response to MICROSOFT's processor\n[*] of the time during the month, or (ii) WORLDSPAN fails to provide the Base\nCapacity in any period during the month.\n     (excluding any downtime)\n\nIf MICROSOFT decides to change the level of Base Capacity (in accordance with\nthe procedure outlined in Section 2 below), the Base Capacity Fees will be\nincreased or decreased, as applicable, by [*] per WORLDSPAN Session (SMI\/ST\/DIR)\nper month as a result of the requested change in Base Capacity. The table below\nindicates the additional fee that will be incurred by MICROSOFT for one\nadditional Power Shopper message per second that may be requested by MICROSOFT.\nAny changes to Base Capacity will be billed effective as of the first day of the\nmonth such change is implemented by WORLDSPAN.\n\nIf MICROSOFT exceeds the indicated Base Capacity by [*] or less for any given\nminute during the month, then MICROSOFT will pay to WORLDSPAN the applicable\nBase Capacity Fee. If MICROSOFT exceeds the indicated Base Capacity by [*] or\nless but more than [*] for any given minute during the month, then MICROSOFT\nwill pay to WORLDSPAN the applicable Base Capacity Fee and the pro-rated portion\nof the Base Capacity Fee for the amount of capacity used in excess of Base\nCapacity. If MICROSOFT exceeds the indicated Base Capacity by more than [*] for\nany given minute during the month, then MICROSOFT will pay to WORLDSPAN the\napplicable Base Capacity Fee, the pro-rated portion of the Base Capacity Fee for\nthe amount of capacity used in excess of Base Capacity, and the penalty fee\nindicated in the \"Penalty\" column of the Table.\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n\n \n                         Microsoft Base Capacity Table\n\n                                      [*]\n\n\n2.   Procedure for Changing Base Capacity.\n     ------------------------------------ \n\nMICROSOFT may from time to time during the term of this Agreement request\nchanges to Base Capacity. Changes to Base Capacity may be requested only by the\nMICROSOFT Product Unit Manager for the Travel Group to the WORLDSPAN Product\nSpecialist - Expedia. Requests must be made by email, fax or letter. MICROSOFT\nwill pay for expanded capacity only to the extent requested by MICROSOFT.\n\nWORLDSPAN shall provide the requested changes to the Base Capacity on the\nfollowing schedule, provided however that MICROSOFT may not request a change of\nmore than [*] Power Shopper messages per second at any one time:\n\n.    within two (2) weeks after receiving notice for a less than  [*]        \n     increase or decrease (based upon the total Power Shopper messages per\n     second or sessions for the MICROSOFT System) for existing SMI\/ST\/DIR\n     sessions.\n\n.    within sixty (60) days after receiving notice for a more than [*]\n     increase or decrease (based upon the total Power Shopper messages per\n     second or sessions for the MICROSOFT System) for an existing\n     SMI\/ST\/DIR sessions.\n\n.    within sixty (60) days after receiving notice for a new SID.\n\nNotwithstanding the above schedule, WORLDSPAN will only be required to provide a\nchange in Base Capacity that equals [*] per second (or more) within sixty (60)\ndays after receiving notice of the request. Additionally, WORLDSPAN shall not be\nrequired to provide to MICROSOFT more than [*] Power Shopper messages per second\nin connection with the uses by the MICROSOFT System as set forth in the above\nTable (or subsequent versions of the Table). The parties agree to discuss in\ngood faith applicable capacity issues in the event MICROSOFT desires to obtain\nmore than [*] Power Shopper messages per second in connection with the uses of\nthe MICROSOFT System as set forth in the above Table (or subsequent versions of\nthe Table). WORLDSPAN may reject messages from the MICROSOFT System to the\nextent that capacity for any given minute during the month exceeds the indicated\nBase Capacity by more than [*] if it causes a denigration of the WORLDSPAN\nSystem.\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n\n \n3.   Other Requirements\n     ------------------     \n\nIn connection with providing Base Capacity, WORLDSPAN agrees to configure its\nPower Shopper capacity to accept a Power Shopper message for each SMI session.\nMICROSOFT will be responsible for appropriately \"throttling\" the Power Shopper\nmessages per second rate to its associated Base Capacity. Additionally,\nWORLDSPAN will provide [*] two test labs on the WORLDSPAN test systems for\ncustomer test as a cost of doing business and will not be used in billing\ncalculations.\n\nCurrent WORLDSPAN capacity configuration may be adjusted at MICROSOFT's request\nper Section 2 above (i.e. - [*] sessions can be changed to [*] sessions).\n\n     [*]\n\n4.   Capacity Meetings and Reports.\n     -----------------------------\n\nWORLDSPAN will provide the following information and reports to MICROSOFT on a\nmonthly basis prior to the capacity meetings described in Section 4 of the\nAmendment:\n\n          [*]\n\n5.   Changes to Schedule 2.1.2. The parties may revise and amend this Schedule \n     -------------------------                                       \n2.1.2 from time to time during the term of the Agreement. Any amended Schedule\n2.1.2 must be signed by both parties and attached to the Agreement.\n\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n \n6.   Definitions.\n     ----------- \n\nSubject to Section 1 of the Amendment, the following are the defined terms for\nthe purposes of this Schedule 2.1.2:\n\n\"Base Capacity\" means the PS Rate supported by WORLDSPAN for the MICROSOFT\nSystem.\n\n\"Base Capacity Fees\" means the fees set forth in the Microsoft Base Capacity\nTable in Section 1 of this Schedule 2.1.2.\n\n\"Off-Peak Time\" means 19:00 Eastern Time - 7:00 Eastern Time.\n\n\"Power Shopper\" or \"PS\" means the functionality provided through the WORLDSPAN\nSystem to permit a user to automatically retrieve the lowest priced travel\noption as more fully defined in the document entitled \"WORLDSPAN Super\nTransaction Implementation Guide\" as modified on November 13, 1995.\n\n\"Peak Time\" means 07:00 Eastern Time - 19:00 Eastern Time.\n\n\"Power Shopper Rate\" or \"PS Rate\" means the number of PS requests received by\nWORLDSPAN from the MICROSOFT System per second averaged over a fixed one minute\nperiod.\n\n\"WORDSPAN Sessions\" means the total of SMI sessions, ST sessions and DIR\nsessions requested by MICROSOFT that are connected to the production WORLDSPAN\nTPF system.\n\n\"Peak Power Shopper Factor\" or \"Peak PS Factor\" = [*]\n\n\"Off-Peak Power Shopper Factor\" or \"Off-Peak PS Factor\" = [*]\n\n(Note - Peak and Off Peak Power Shopper Factor are determined from the current\nMICROSOFT configuration of PS enabled sessions for the MICROSOFT US Expedia\nproduct.)\n\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n \n                                  APPENDIX I\n                             REVENUE SHARE MATRIX\n\n\nThe Revenue Share payable by WORLDSPAN to MICROSOFT shall consist of a Base\nRevenue Share and an Incentive Revenue Share.\n\nThe Base Revenue Share of Airline Fees shall be based on the number of Power\nShopper messages per net Segment per month. The \"Base Revenue Share\" column\nindicates that percentage amount of Airline Fees that will be paid by WORLDSPAN\nto MICROSOFT in accordance with Section 5 of the Amendment from dollar one.\n    \n        Power           Shopper           Message           Base Revenue\n        -----           -------           -------           ------------\n       Per Net          Segment          Per Month              Share\n       -------          -------          ---------              -----\n        35.01             And              Above            Renegotiate\n        30.01                              35.00           \n        29.01                              30.00\n        28.01                              29.00\n        27.01                              28.00\n        26.01                              27.00\n        25.01                              26.00\n        23.01                              25.00\n        21.01                              23.00\n        19.01                              21.00\n        17.01                              19.00\n        15.01                              17.00\n        13.01                              15.00\n        11.01                              13.00\n         9.01                              11.00\n         7.01                               9.00\n         5.01                               7.00\n        Below                               5.01\n     \n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n\n \nThe Incentive Revenue Share shall be based on the number of net Segments\ngenerated by MICROSOFT System users each month. The Incentive Revenue Share\ncolumn indicates the percentage of Airline Fees that will be paid by WORLDSPAN\nto MICROSOFT on an incremental basis.\n\n                                      [*]\n\nFor example, and subject to the limitation in the next paragraph, if the net\nSegments for a particular month total [*], WORDSPAN will pay Microsoft an\nincentive Revenue Share equal to [*] for net Segments that exceed [*] but are\nless than [*] plus [*] for net Segments that exceed [*] but are less than [*].\n\nThe maximum Revenue Share of Airline Fees to be paid by WORLDSPAN to\nMICROSOFT on a monthly basis shall not exceed [*]\n\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n \n                                   EXHIBIT A\n\nList of Participating Hotels and Participating Cars Paying Negotiated Car and\nHotel Rates\n\nParticipating Hotels:\n\n[*]\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                                             Participating Cars;\n\n                                                                             [*]\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n\n \n                              Amendment No. 2   \n             to CRS Marketing, Services and Development Agreement\n\nThis Amendment No. 2 to the CRS Marketing, Services and Development Agreement\n(the \"Amendment\") is entered into as of July 27, 1998 (the \"Amendment Effective\n                                             -- \nDate\") by and between Microsoft Corporation, a Washington corporation\n(\"Microsoft\") with its principal office at One Microsoft Way, Redmond,\nWashington 98052, and WORLDSPAN, L.P., a Delaware limited partnership\n(\"WORLDSPAN\"), with its principal office at 300 Galleria Parkway, NW, Atlanta,\nGeorgia 30339.\n\n\n                                   Recitals\n\n     Microsoft and WORLDSPAN are parties to that certain CRS Marketing, Services\nand Development Agreement dated December 15, 1995, as amended by the parties\npursuant to that certain Amendment No. 1 dated January 1, 1997 (collectively,\nthe \"Agreement\").\n\n     Microsoft and WORLDSPAN seek to modify the Agreement as set forth herein\nto provide an additional avenue for mutual cooperation wherein WORLDSPAN will\nencourage certain travel suppliers to join the Microsoft Expedia Associates\nProgram, and WORLDSPAN and Microsoft will share WORLDSPAN revenues created from\ntravel bookings deriving from customers who access Expedia (and WORLDSPAN) via\nthe web sites of such new Associates.\n\n     Now, therefore, in consideration of the above recitals, the mutual\nundertakings of the parties as contained herein and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the\nparties to this Amendment hereby agree as follows:\n\n                                   Agreement\n\n1.   Definitions\n\n     Terms in capitalized form used in this Amendment shall have the meanings\nset forth in Schedule I of this Amendment or in the text of this Amendment.\nTerms in capitalized form not defined in Schedule I or in the text of the\nAmendment shall have the meanings set forth in the Agreement.\n\n2.   Revenue Share; Capacity and SID Fees\n\n     A new Section 11.3 is hereby added to the Agreement to provide as follows:\n\n          11.3.  WORLDSPAN Expedia Associates Program\n                 ------------------------------------\n\n                 A.  Notwithstanding anything to the contrary in this Section\n     11, effective as of the Amendment Effective Date, the parties agree that\n     all Airline Fees generated with respect to WORLDSPAN\/EAP Bookings shall be\n     shared [*] by the parties. The revenue share matrix set forth in Appendix 1\n     of Amendment No. 1 shall not apply to WORLDSPAN\/EAP Bookings. In addition,\n     the additional fees charged by WORLDSPAN as referred to in Section 30.6\n     herein shall be reported to Microsoft, but this revenue will not be shared.\n\n                 B.  Within sixty (60) days after the end of each calendar\n     month, WORLDSPAN shall furnish Microsoft with a statement regarding, and\n     full payment for, all\n\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n                                       1\n\n \n     amounts due to Microsoft pursuant to subsection A above. WORLDSPAN shall be\n     responsible for tracking the source of all its Bookings to enable the\n     parties to determine which Bookings qualify as WORLDSPAN\/EAP Bookings\n     subject to Section 1l.3. A above. At the end of each calendar year,\n     WORLDSPAN shall reconcile the amounts billed to and paid by WORLDSPAN\n     Expedia Associates. In the event a WORLDSPAN Expedia Associate fails to pay\n     and WORLDSPAN, despite using reasonable business efforts, is unable to\n     collect Airline Fees from such WORLDSPAN Expedia Associate, WORLDSPAN will\n     deduct [*] of the amount not collected from such WORLDSPAN Expedia\n     Associate from amounts otherwise owed by WORLDSPAN to Microsoft.\n\n               C.  The parties further acknowledge and agree that, with respect\n     to all WORLDSPAN\/EAP Bookings, there shall be no Incentive Revenue Share\n     payable to either party.\n\n               D.  Capacity for WORLDSPAN\/EAP Bookings shall be provided by\n     WORLDSPAN and paid by Microsoft in accordance with Schedule 2.1.2 of\n     Amendment No. 1.\n\n               E.  In the event WORLDSPAN EAP Air Bookings exceed [*] per month\n     in any month during the first year following the Amendment Effective Date,\n     Microsoft shall arrange and pay for up to [*]. WORLDSPAN shall use such\n     tickets as incentives to be provided to WORLDSPAN employees (and their\n     guests) who market Expedia to Eligible Customers.\n\n               F.  Microsoft agrees to process any and all WORLDSPAN Expedia\n     Associates' car and hotel bookings, reservations and other transactions via\n     the WORLDSPAN System, regardless of whether Microsoft uses any other CRS to\n     process such car and hotel bookings reservations or other transactions for\n     other providers.\n\n\n3.   WORLDSPAN Marketing of Expedia Associate Program\n\n     A new Section 30 shall be added to the Agreement to provide as follows:\n\n     30.  Marketing of Expedia Associate Programs; WORLDSPAN Contacts\n          -----------------------------------------------------------\n\n          30.1 During the term of this Agreement, WORLDSPAN may initiate\n     Marketing Contacts with any Eligible Customers for purposes of encouraging\n     such Eligible Customers to sign the EAP Agreement. WORLDSPAN shall not\n     entertain any discussions with the Excluded Carriers regarding the Expedia\n     Associate Program without first receiving written permission from\n     Microsoft, even in the event such an Excluded Carrier contacts WORLDSPAN\n     for information regarding the EAP Program; in such case, WORLDSPAN shall\n     promptly refer such entities to Microsoft.\n\n          30.2 Microsoft agrees that for six (6) months starting with the\n     Amendment Effective Date, Microsoft shall not itself make contacts with\n     airlines who are Eligible Customers, nor authorize any third party other\n     than WORLDSPAN to make such contacts, for the purposes of having such\n     Eligible Customers sign EAP Agreements for U.S. and Canada points of sale.\n     Microsoft may decide, in its sole discretion, to extend the foregoing\n     period longer than six (6) months.\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n                                      2  \n\n \n          30.3 WORLDSPAN may disclose the terms of the EAP Agreement in\n     Marketing Contacts to potential WORLDSPAN Expedia Associates, and may show\n     such Agreement to the potential WORLDSPAN Expedia Associate and allow a\n     duplicate to remain in the possession of such potential Associate.\n     WORLDSPAN shall present interested parties with all information necessary\n     to contact a designated Microsoft representative to pursue signing the EAP\n     Agreement. If the WORLDSPAN candidate signs an EAP Agreement, then if the\n     candidate so agrees. Microsoft shall provide WORLDSPAN a copy of the signed\n     EAP Agreement, subject to nondisclosure obligations. \n        \n          30.4 In the event a WORLDSPAN Marketing Contact results in the\n     delivery of a WORLDSPAN MTT Customer to Microsoft or the conversion of an\n     Expedia Associate to an MTT Customer. Microsoft shall pay WORLDSPAN [*] of\n     the initial, one-time license fee (first year only) Microsoft may receive\n     from such WORLDSPAN MTT Customer. To the extent a WORLDSPAN Marketing\n     Contact results in the WORLDSPAN candidate becoming a WORLDSPAN Expedia\n     Associate prior to becoming a WORLDSPAN MTT Customer, the compensation\n     provisions regarding WORLDSPAN Expedia Associates shall apply. WORLDSPAN\n     shall not have the right to receive a copy of signed Microsoft Travel\n     Technology agreements.\n\n          30.5 In no event shall either party be considered, or represent\n     itself, as an agent of the other. Both parties agree that WORLDSPAN is an\n     independent contractor providing sales services to Microsoft and that\n     WORLDSPAN has no authority to enter into any obligations, make any\n     representations or warranties or negotiate any agreements on Microsoft's\n     behalf. Similarly, Microsoft has no authority to enter into any\n     obligations, make any representations or warranties or negotiate any\n     agreements on WORLDSPAN's behalf.\n     \n          30.6 Initially, the parties agree that WORLDSPAN may charge (or\n     discount or waive) WORLDSPAN fees to Eligible Customers to complete a\n     Marketing Contact, in addition to any other compensation owed by the\n     WORLDSPAN Expedia Associate to Microsoft or WORLDSPAN under the EAP\n     Agreement or under the WORLDSPAN Expedia Associate's billing arrangements\n     with WORLDSPAN. The parties shall reexamine such additional WORLDSPAN fees\n     within six (6) months of the Amendment Effective Date, and WORLDSPAN shall\n     be permitted to continue such fees after six (6) months only if the parties\n     so agree in writing. Notwithstanding the foregoing, WORLDSPAN retains\n     exclusive control over the identity of and the terms of its agreements with\n     Travel Suppliers.\n     \n          30.7 The parties agree that the WORLDSPAN \"wired\" logo shall appear on\n     WORLDSPAN Expedia Associates' web sites in substantially the same form as\n     set forth in Exhibit B.\n     \n          30.8 In the event that traffic generated by WORLDSPAN Expedia\n     Associates makes Microsoft exceed the capacity provided under Schedule\n     2.1.2 of Amendment 1, Microsoft may restrict the ability of users referred\n     by WORLDSPAN Expedia Associates to make searches and bookings on Expedia,\n     unless WORLDSPAN agrees in writing to provide additional capacity to\n     accommodate the WORLDSPAN Expedia Associates users.\n\n4.   WORLDSPAN Account.\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n                                      3 \n\n \n     A new Section 31 shall be added to the Agreement to provide as follows:\n\n     31.  Changing the CRS of a WORLDSPAN Expedia Associate.\n          ------------------------------------------------- \n\n     Microsoft agrees not to switch the processing of WORLDSPAN bookings,\n     reservations or other transactions for any WORLDSPAN Expedia Associate to\n     any other CRS during the initial term of the WORLDSPAN Expedia Associate's\n     EAP Agreement, and for twelve (12) months after such initial term.\n     Notwithstanding the foregoing, twenty-four (24) months after the effective\n     date of the EAP Agreement for any WORLDSPAN Expedia Associate, Microsoft\n     may switch the WORLDSPAN Expedia Associate's WORLDSPAN EAP Bookings to\n     another CRS.\n\n\n5.   Territory.\n\n     The term \"Territory\" as defined in Schedule 1 of the Agreement is hereby\nrevised to provide as follows:\n\n     \"Territory\" means the entire world.\n\nThe parties agree that, along with this change of the definition of \"Territory,\"\nthe second and third sentences of Section 4.3 of the Agreement are deleted, and\nMicrosoft may market and advertise the availability of travel services via\nExpedia in the applicable countries within TC3 as it does in the rest of the\nTerritory.\n\n6.   Fare Guarantee\n\n     A new Section 32 shall be added to the Agreement to provide as follows:\n\n     32.  Fare Guarantee.\n          -------------- \n\n          A.   Beginning August 1, 1998, WORLDSPAN guarantees that the prices\n     available to Expedia for any itinerary for a scheduled airline flight or\n     flights will be correctly calculated according to applicable fare rules. In\n     the event that any carrier issues to Microsoft or its authorized\n     representative a debit memo or other charge for any fare that is not\n     correct, WORLDSPAN shall promptly either pay the amount of such memo or\n     charge directly to the carrier, or reimburse Microsoft.\n\n          B.   This guarantee by WORLDSPAN shall be subject to the following\n     terms:\n\n          1.   The price must be based upon published fares in the WORLDSPAN\nSystem.\n\n          2.   The guarantee applies only to reservations made on the scheduled\nflights of WORLDSPAN Participating Carriers and through one of the\npredetermined SIDs, for Microsoft Expedia in Great Britain, Germany, France and\nAustralia. Other countries may be added upon the mutual written consent of both\nparties.\n\n          3.   The price must be autopriced by Power Shopper or other standard\nWORLDSPAN System facility such as, but not limited to, entries 4P or 4PLFB. The\nguarantee does not apply to\n\n                                       4\n\n \n            other pricing methods such as agent assist price or rate desk price,\n            unless the fare has been approved before booking by a WORLDSPAN\n            representative.\n\n                 C.  Any fare quoted by the WORLDSPAN System will remain valid\n            for ticketing until midnight the day following the day the\n            reservation is made. For purposes of determining when a reservation\n            is made, the time zone of the SID for a particular country shall\n            apply rather than the time zone for the Point of Sale. WORLDSPAN\n            will establish SID location per Microsoft direction.\n\n                 D.  If Microsoft receives a debit memo or otherwise is advised\n            that a price subject to this guarantee is not correct, Microsoft\n            shall promptly forward such memo or item to WORLDSPAN. WORLDSPAN\n            shall promptly investigate and, where the price is guaranteed\n            according to this Agreement, pay the airline the amount of the\n            charge or, reimburse Microsoft. WORLDSPAN will use commercially\n            reasonable efforts to provide Microsoft a written report by the\n            fifteenth day of each calendar month with respect to the handling of\n            charges referred by Microsoft during the previous month.\n\n                 E.  WORLDSPAN may terminate this Section 32 in its sole\n            discretion without penalty or reimbursement with ninety (90) days\n            written notice to Microsoft.\n\n\nAll other terms not expressly amended herein shall remain in full force and\neffect as set forth in the Agreement.\n\n\nMICROSOFT CORPORATION                       WORLDSPAN, L.P.           \n\n\n\/s\/ Simon Breakwell                         \/s\/ Jeff Hoffman \n--------------------------------            ------------------------------- \nBy                                          By\n\nSimon Breakwell                             JEFF HOFFMAN    \n--------------------------------            ------------------------------- \nName (Print)                                Name (Print) \n\nGroup Manager                               VICE PRESIDENT\n--------------------------------            -------------------------------\nTitle                                       Title\n\n7\/30\/98                                     7\/27\/98\n--------------------------------            ------------------------------- \nDate                                        Date\n\n                                       5\n\n \n                                  Schedule 1\n\n                                  Definitions\n\n\"Co-Branded Pages\" means the Web pages to be developed and maintained within\nExpedia by MS pursuant to the terms of the EAP Agreement and incorporating the\nbranding of both MS and the WORLDSPAN Expedia Associate.\n\n\"EAP\" means the Microsoft Expedia Associate Program, the terms and conditions of\nwhich are set forth in the EAP Agreement.\n\n\"EAP Agreement\" means an agreement executed between Microsoft and a Eligible\nCustomer that is substantially in the form attached hereto as Exhibit A.\n\n\"Eligible Customers\" means any airline (not on the Excluded Carrier list--\nSchedule 2) offering U.S. or Canadian Point of Sale, which are customers of\nWORLDSPAN at WORLDSPAN's \"direct access,\" \"direct sell,\" or \"airline source\"\nlevel (referring to the level of access into their reservation database for\npurposes of online booking via WORLDSPAN). Microsoft may add additional\ncategories of companies to the definition of Eligible Customers by providing\nwritten notice to WORLDSPAN.\n\n\"Excluded Carriers\" means those airline carriers listed in Schedule 2 hereto.\n\n\"Expedia\" means the software code, informational databases, products, and other\ncomponents that make up Microsoft's service to enable such end users to shop\nfor, reserve, book (including, at a minimum, air travel, hotel accommodations,\nand car rentals) and pay for certain travel services via a personal computer (or\nother interactive device) connected to the Internet or other network. Microsoft\ncurrently offers such service on the Web under the name \"Expedia,\" but such name\nmay change from time to time and the term \"Expedia\" as used herein shall be\ndeemed to refer to all future versions of the above-described online service,\nregardless of the name under which it is offered from time to time, and\nincludes without limitation any and all additional, follow-on, successor or\nreplacement versions of such service.\n\n\"Marketing Contact\" means any sales call or other contact initiated by\nWORLDSPAN with a Eligible Customer in which WORLDSPAN explains and markets\nMicrosoft's EAP program or MTT program, and persuades such potential EAP\nAssociate or MTT Customer to contact a designated Microsoft liaison with the\nintention of entering into the EAP Agreement or MTT license agreement.\n\n\"Microsoft Travel Technology\" means the computer software and other technology\nthat provides the travel booking functionality for Expedia.\n\n\"Point of Sale\" means the location of an Expedia user making a Booking on\nExpedia, determined by the billing address of the credit card the end user uses\nto make the booking.\n\n\"SID\" shall mean a WORLDSPAN Subscriber Identification code that allows\nMicrosoft and WORLDSPAN to identify end user traffic on Expedia as originating\nwith a WORLDSPAN Expedia Associate.\n\n\"Web Link Page(s)\" means any page(s) within the web site of a WORLDSPAN Expedia\nAssociate that provides a hyperlink directly to a Co-Branded Page in Expedia.\n\n                                   6       \n\n \n\"WORLDSPAN\/EAP Air Booking\" means a WORLDSPAN\/EAP Booking for air travel\ntickets.\n\n\"WORLDSPAN\/EAP Booking\" means any reservation, electronic message or other\ntransaction made through the WORLDSPAN System (a) for which WORLDSPAN charges a\nfee and (b) that is completed by a user of Expedia who has linked directly to\nExpedia from Web Link Page of a WORLDSPAN Expedia Associate.\n\n\"WORLDSPAN Expedia Associate\" means any Eligible Customer that actually enters\ninto an EAP Agreement with Microsoft as a direct result of a Marketing Contact.\n\n\"WORLDSPAN MTT Customer\" means an Eligible Customer who, as a direct result of\na Marketing Contact, enters into a license agreement with Microsoft for\nMicrosoft Travel Technology in order to allow customers to reserve and purchase\ntravel services via such Eligible Customer's Web site.\n\n                                       7\n\n \n                                  Schedule 2\n\n                               Excluded Carriers\n\n                                      [*]\n\n[*] The redacted portion, indicated by this symbol is the subject of a \n    confidential treatment request.\n\n\n                                       8\n\n \n    \n                                   Exhibit A\n\n                             Sample EAP Agreement\n\n\n\n                             MICROSOFT CORPORATION\n                          ASSOCIATE PROGRAM AGREEMENT\n\n\n        THIS AGREEMENT (\"Agreement\") contains the complete terms and conditions \nfor participation in Microsoft Expedia Associate Program (\"Program\"), and is \nmade and entered into as of the later of the two signature dates below (the \n\"Effective Date\") by and between MICROSOFT CORPORATION (\"MS\"), a Washington, \nU.S.A. corporation, and(\"Company\"), a ____________ corporation.\n\n1.      DEFINITIONS\n\n\n        1.1    \"Co-Branded Pages\" means (a) the Welcome Page, and(b) the Expedia\nTravel Agent web pages co-branded with the COMPANY logo in accordance with the \nspecifications set forth in Exhibit 1. Such Expedia Travel Agent web pages will \nbe made available to users of COMPANY's Web Site who link directly to Expedia \nfrom the COMPANY Web Link Pages.\n\n        1.4    \"COMPANY Web Link Pages\" means the pages within COMPANY Web Site \nas identified in Exhibit 2 that provide a hyperlink directly to a Co-Branded \nPage in Expedia.\n\n        1.5    \"COMPANY Web Site\" means COMPANY's site located at [insert URL of\nCOMPANY'S site] and any successor web site.\n\n        1.6    \"Expedia\" means the software code, informational databases,\nproducts, and other components that make up MS' service which is marketed for\nuse by individual end users in the United States and\/or Canada to enable such\nend users to shop for, reserve, book (including, at a minimum, air travel, hotel\naccommodations, and car rentals) and pay for certain travel services via a\npersonal computer (or other interactive device) connected to the Internet or\nother network. MS currently offers such service on the Web under the name\n\"Expedia,\" but such name may change from time to time and the term \"Expedia\" as\nused herein shall be deemed to refer to all future versions of the above-\ndescribed online service, regardless of the name under which it is offered from\ntime to time, and includes without limitation any and all additional, follow-on,\nsuccessor or replacement versions of such service.\n\n        1.7    \"Expedia Logo\" means the MS' Expedia logo as set forth in \nExhibit 2.\n\n        1.8    \"Expedia Travel Agent\" means the area within Expedia where Users\nmay search for and book airline tickets, automobile rentals, and hotel rooms.\n\n        1.9    \"User\" means any person accessing the COMPANY Web Site, Expedia,\nor the Co-Branded Pages.\n\n\n\n                                       9\n    \n\n \n    \n         1.10 \"Welcome Page\" means the first Co-branded Page (as more\nparticularly described in Exhibit 1) that a User sees when the User links to\nExpedia from Company Web Link Pages.\n\n2.       MS OBLIGATIONS\n\n         2.1 MS shall create and maintain the Co-Branded Pages of Expedia as set\nforth in Exhibit 1 for use by Users linking directly to Expedia from COMPANY Web\nLink Pages. MS may use COMPANY's logo and\/or logo link described in Exhibit 1 in\naccordance with any COMPANY logo guidelines that may be set forth in Exhibit 1\nor any other replacement guidelines that COMPANY may provide to MS in writing\nfrom time-to-time during the term of this Agreement. COMPANY's logo link on the\nCo-Branded Pages shall link directly back to COMPANY Web Link Pages.\n\n         2.2 MS shall provide COMPANY with a Uniform Resource Locator (URL) to\nlink from COMPANY Web Link Pages to the Welcome Co-Branded Page or similar page\nspecified in Exhibit 1.\n\n         2.3 MS shall provide services to users linking directly to Expedia from\nCOMPANY Web Link Pages in accordance with MS' then-current standard terms and\nconditions and standard customer service policies and procedures applying\ngenerally to users of Expedia.\n\n         2.4 MS shall provide COMPANY, reports that set forth the activity by\nusers linking directly to Expedia from COMPANY Web Link Pages during the\napplicable month.\n\n         2.5 MS shall be responsible for the development, operation, and\nmaintenance of Expedia and the Co-Branded Pages and, except as expressly set\nforth herein, MS will remit Fare and Tax revenue through normal agency channels.\nMS shall retain all other revenues (including all advertising revenues) that are\ngenerated from Expedia, the Co-Branded Pages or related services.\n\n         2.6 In the event traffic on Expedia exceeds or threatens to exceed MS'\nback end booking capacity, MS shall retain the right to redirect or temporarily\nblock User searches.\n\n3.       COMPANY OBLIGATIONS\n\n         3.1 No later than thirty(30) days after the Effective Date, COMPANY\nshall prominently display and maintain a persistent hyperlink (in the form\nindicated in Exhibit 2 or a substitute that MS may provide to COMPANY from\ntime-to-time during the term of this Agreement) on the COMPANY Web Link Pages\nwhich shall link directly to the Welcome Page (or other Co-Branded Page) on\nExpedia. If Exhibit 2 indicates that such persistent hyperlink shall be in the\nform of an MS logo, then the COMPANY agrees to comply with the MS logo link\nguidelines as set forth in Exhibit 3or any other replacement guidelines that MS\nmay provide to COMPANY in writing from time-to-time during the term of this\nAgreement.\n\n         3.2 COMPANY shall provide MS with all the information identified in the\nchecklist set forth in Exhibit 1 at least seven (7) days prior to the Effective\nDate.\n\n         3.3 During the term of the Agreement, COMPANY shall use commercially\nreasonable efforts to actively market and promote Expedia and the services\navailable on Expedia in order to generate the maximum number of bookings on\nExpedia by users of COMPANY Web Site. During the term of this Agreement, COMPANY\nagrees that it will not with respect to the COMPANY Web Site, co-brand, grant a\nsponsorship to or promote any third-party online travel service provider other\nthan Expedia.\n\n                                      10\n    \n\n \n    \n        3.4    COMPANY shall be responsible for the development, operation, and\nmaintenance of COMPANY Web Site and for all materials that appear on COMPANY Web\nSite, including without limitation, as follows:\n\n        (a)    all technical operation of COMPANY Web Site and all related \n               equipment;\n        (b)    all maintenance of the hyperlink(s) to Expedia as described in\n               Exhibit 1 ; and\n        (c)    compliance with all MS trademark requirements or guidelines as\n               defined in Exhibit 3 and Section 4 below.\n\n        3.5    COMPANY agrees that it shall submit the COMPANY Web Link Pages as\ndescribed in Exhibit 2 (and any modifications thereof) to MS for its review and\nwritten approval prior to publishing such COMPANY Web Link Pages. Company shall\nsubmit such materials to the MS Expedia Associate Program Product Manager for\nreview. In no event shall COMPANY or its agents make or extend any\nrepresentation or warranty on behalf of MS with respect to Expedia or the\nservices available therein.\n\n4.      MS TRADEMARKS IN PROMOTION MATERIALS\n\nCOMPANY agrees that if it desires to use MS trademarks, logos or branding in any\nCOMPANY promotional material then COMPANY shall first submit all marketing\npieces, documentation, and other materials which contain an MS trademark, logo\nor branding to MS for its prior review and written approval. Company shall\nsubmit such materials to the MS Expedia Associate Program Product Manager for\nreview.\n\n5.      OWNERSHIP OF EXPEDIA\n\n        5.1    MS shall own all intellectual property rights (including without\nlimitation all copyrights, patents, trademarks and trade secrets) in connection\nwith and in all versions of Expedia.\n\n        5.2    End users who use Expedia, including users who have linked to\nExpedia from COMPANY Web Link Pages, shall be deemed to be customers of\nMicrosoft Expedia for all purposes with respect to such users' actions on\nExpedia. Accordingly, all Expedia terms and conditions, rules, policies and\noperating procedures including but not limited to policies relating to the use\nof customer personally identifying information, customer orders, customer\nservice, and ticket fulfillment will apply to those customers. MS reserves the\nright to change such terms and conditions, rules, policies and operating\nprocedures at any time.\n\n6.  PAYMENTS\n\n    6.1 Fees.\n        ----\n\n        Microsoft Expedia is an accredited IATA approved agency. COMPANY agrees\n        to pay Microsoft Expedia normal commissions that it pays to standard\n        agencies.\n\n7.      TERM AND TERMINATION\n\n        7.1    The term of this Agreement shall commence on the Effective Date\nand, unless terminated earlier as provided herein, shall continue for one (1)\nyear after the Effective Date.\n\n\n                                      11\n    \n\n \n    \n        7.2    In the event that MS exits the online travel service business and\nno longer offers Expedia, MS may terminate this Agreement with written notice to\nCOMPANY. Additionally, in the event either party materially fails to perform or\ncomply with this Agreement or any provision thereof, and fails to remedy the\ndefault within seven (7) days after the receipt of notice to that effect, then\nthe other party shall have the right, at its sole option and upon written notice\nto the defaulting party, to terminate this Agreement upon written notice. Any\nnotice of default hereunder shall be prominently labeled \"NOTICE OF DEFAULT,\"\nand if to MS, shall be copied to MS' Law &amp; Corporate Affairs Department, attn.\nU.S. Legal Group. The rights and remedies provided in this section shall not be\nexclusive and are in addition to any other rights and remedies provided by law\nor this Agreement.\n\n        7.3    Upon termination or expiration of this Agreement for any reason,\nCOMPANY shall immediately remove any MS logo link from COMPANY Web Site Pages.\n\n        7.4    The following provisions shall survive termination of this\nAgreement: 7.3, 7.4 and 8-12.\n\n8.      REPRESENTATIONS AND WARRANTIES\n\nEach party hereby represents and warrants as follows:\n\n        8.1    Corporate Power. Such party is duly organized and validly\n               ---------------\nexisting under the laws of the state of its incorporation and has full corporate\npower and authority to enter into this Agreement and to carry out the provisions\nhereof.\n\n        8.2    Due Authorization. Such party is duly authorized to execute and\n               -----------------\ndeliver this Agreement and to perform its obligations hereunder.\n\n        8.3    Binding Agreement. This Agreement is a legal and valid obligation\n               -----------------\nbinding upon it and enforceable with its terms. The execution, delivery and\nperformance of this Agreement by such party does not conflict with any\nagreement, instrument or understanding, oral or written, to which it is a party\nor by which it may be bound, nor violate any law or regulation of any court,\ngovernmental body or administrative or other agency having jurisdiction over it.\n\n        8.4    Logos and Marks. Such party has the full and exclusive right to\n               ---------------\ngrant or otherwise permit the other party to use the trademarks, logos and trade\nnames as set forth in this Agreement, and that it is aware of no claims by any\nthird parties adverse to any of such trademarks, logos and trade names.\n\nThe representations and warranties and covenants in this Section 8 are\ncontinuous in nature and shall be deemed to have been given by each party at\nexecution of this Agreement and at each stage of performance hereunder. These\nrepresentations, warranties and covenants shall survive termination or\nexpiration of this Agreement.\n\n9.      LIMITATION OF WARRANTY\n\nEXCEPT AS EXPRESSLY WARRANTED IN SECTION 8 ABOVE, EACH PARTY EXPRESSLY DISCLAIMS\nANY FURTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,\nTHE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.\n\n\n                                      12\n    \n\n \n    \n10.     INDEMNIFICATION AND LIMITATION OF LIABILITY\n\n        10.1   Indemnification by COMPANY. COMPANY shall, at its expense and MS'\n               --------------------------\nrequest, defend any third-party claim or action brought against MS, and MS'\naffiliates, directors, officers, employees, licensees, agents and independent\ncontractors, (i) relating to COMPANY Web Site or the marketing thereof, and (ii)\nto the extent it is based upon a claim that, if true, would constitute a breach\nof a COMPANY warranty, representation or covenant set forth in this Agreement\n(collectively, \"COMPANY Claims\"), and COMPANY shall indemnify and hold MS\nharmless from and against any costs, damages and fees reasonably incurred by MS,\nincluding but not limited to fees of attorneys and other professionals, that are\nattributable to such COMPANY Claims. MS shall provide COMPANY reasonably prompt\nnotice in writing of any such COMPANY Claims and provide COMPANY with reasonable\ninformation and assistance, at COMPANY's expense, to help Company to defend such\nCOMPANY Claims.\n\n        10.2   Indemnification by MS. MS shall, at its expense and COMPANY's\n               ---------------------\nrequest, defend any third-party claim or action brought against COMPANY, and its\naffiliates, directors, officers, employees, licensees, agents and independent\ncontractors, (i) relating to Expedia, the Co-Branded Pages or the marketing\nthereof, and (ii) to the extent it is based upon a claim that, if true, would\nconstitute a breach of a MS warranty, representation or covenant set forth in\nthis Agreement (collectively, \"MS Claims\"), and MS shall indemnify and hold\nCOMPANY harmless from and against any costs, damages and fees reasonably\nincurred by COMPANY, including but not limited to fees of attorneys and other\nprofessionals, that are attributable to such MS Claims. COMPANY shall provide MS\nreasonably prompt notice in writing of any such MS Claims and provide MS with\nreasonable information and assistance, at MS' expense, to help MS to defend such\nMS Claims.\n\n        10.3   Limitation of Liability. BOTH PARTIES AGREE THAT NEITHER PARTY\n               -----------------------\nWILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES\n(INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR\nWARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED\nCOMMUNICATIONS, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN\nCONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS\nOR SHOULD KNOW OF) THE ONLY POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES\nSHALL MS BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN THE\nAGGREGATE AMOUNTS PAID BY MS HEREUNDER.\n\n11.     CONFIDENTIALITY; MEDIA COMMUNICATIONS\n\n        11.1   If MS and COMPANY have entered into a Microsoft Non-Disclosure\nAgreement, MS and COMPANY agree that the terms of such agreement shall be deemed\nincorporated herein, and further, that all terms and conditions of this\nAgreement shall be deemed Confidential Information as defined therein. If MS and\nCOMPANY have not entered into a Microsoft Non-Disclosure Agreement, then each\nparty expressly undertakes to retain in confidence and to require its agents and\ncontractors to retain in confidence all information and know-how transmitted to\nsuch party that the disclosing party has identified as being proprietary and\/or\nconfidential or which, by the nature of the circumstances surrounding the\ndisclosure, ought in good faith to be treated as proprietary and\/or\nconfidential. Without limiting the foregoing, all terms and conditions of this\nAgreement shall be considered confidential and shall not be disclosed (except to\neither party's attorneys and accountants on a need-to-know basis) without the\nprior written consent of the other party.\n\n\n                                      13\n    \n\n \n    \n        11.2   MS and COMPANY agree that the initial press release or\ncommunication to the press and\/or public regarding this Agreement and the\nparties' relationship shall be made only after prior consultation with the other\nparty. Subsequent accurate press releases and other communications to the press\nand\/or public regarding the parties' relationship may be made by either party\nsubject to the confidentiality obligations set forth in Section 11.1.\n\n12.     GENERAL\n\n        12.1   Governing Law; Venue; Attorneys Fees. This Agreement shall be\n               ------------------------------------ \nconstrued and controlled by the laws of the State of Washington, and each party\nfurther consents to jurisdiction by the state or federal courts sitting in the\nState of Washington. Process may be served on either party by U.S. Mail, postage\nprepaid, certified or registered, return receipt requested, or by such other\nmethod as is authorized by law. If either MS or COMPANY employs attorneys to\nenforce any rights arising out of or relating to this Agreement, the prevailing\nparty shall be entitled to recover reasonable attorneys' fees and costs,\nincluding expert witness fees.\n\n        12.2   Force Majeure. If the performance of this Agreement or any\n               -------------\nobligation hereunder is prevented, restricted or interfered with by any act or\ncondition whatsoever beyond the reasonable control of the affected party, the\nparty so affected, upon giving prompt notice to the other party, shall be\nexcused from such performance, except for the making of payments hereunder, to\nthe extent of such prevention, restriction or interference.\n\n        12.3   Notices; Requests. All notices and requests in connection with\n               -----------------\nthis Agreement shall be deemed given as of the day they are (i) deposited in the\nU.S. mails, postage prepaid, certified or registered, return receipt requested;\nor (ii) sent by overnight courier, charges prepaid, with a confirming fax; and\naddressed as follows:\n\n               COMPANY:\n\n               courier address:\n                                 -----------------------\n                                 -----------------------\n                                 -----------------------\n\n               mailing address:\n                                 -----------------------\n                                 -----------------------\n                                 -----------------------\n\n               Attention:\n                                 -----------------------\n               Fax:\n                                 -----------------------\n               Phone:\n                                 -----------------------\n\n               with a cc to:     Corporate Legal Department\n\n\n                                      14\n    \n\n \n    \n               MS:               MICROSOFT CORPORATION\n                                 One Microsoft Way\n                                 Redmond, WA 98052-6399\n\n               Attention:        Product Manager, Expedia Travel\n\n               with a cc to:     MICROSOFT CORPORATION\n                                 One Microsoft Way\n                                 Redmond, WA 98052-6399\n\n               Attention:        Law &amp; Corporate Affairs Department\n               Fax:              U.S. Legal Group\n                                 (425) 936-7329\n\nor to such other address as the party to receive the notice or request so\ndesignates by written notice to the other.\n\n        12.4   Assignment. COMPANY may not assign this Agreement, or any portion\n               ----------\nthereof, to any third party unless MS expressly consents to such assignment in\nwriting. For the purposes of this Agreement, a merger, consolidation, or other\ncorporate reorganization, or a transfer or sale of a controlling interest in\nCOMPANY's stock, or of all or substantially all of its assets shall be deemed to\nbe an assignment.\n\n        12.5   Severability. In the event that any provision of this Agreement\n               ------------\nis found invalid or unenforceable pursuant to judicial decree or decision, the\nremainder of this Agreement shall remain valid and enforceable according to its\nterms. The parties intend that the provisions of this Agreement be enforced to\nthe fullest extent permitted by applicable law. Accordingly, the parties agree\nthat if any provisions are deemed not enforceable, they shall be deemed modified\nto the extent necessary to make them enforceable.\n\n        12.6   Entire Agreement; Modification; No Offer. The parties hereto\n               ----------------------------------------\nagree that this Agreement (and the Microsoft Non-Disclosure Agreement to the\nextent incorporated herein) constitutes the entire agreement between the parties\nwith respect to the subject matter hereof and merges all prior and\ncontemporaneous communications. It shall not be modified except by a written\nagreement dated subsequent hereto signed on behalf of COMPANY and MS by their\nduly authorized representatives. Neither this Agreement nor any written or oral\nstatements related hereto constitute an offer, and this Agreement shall not be\nlegally binding until executed by both parties hereto.\n\n        12.7   Binding Effect. Subject to the limitations herein before\n               --------------\nexpressed, this Agreement will inure to the benefit of and be binding upon the\nparties, their successors, administrators, heirs, and permitted assigns.\n\n\n                                      15\n    \n\n \n    \nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed\nas of the dates indicated below.\n\nMICROSOFT CORPORATION                   COMPANY\n\n-----------------------------           ------------------------------------\nBy (sign)                               By (sign)\n\n-----------------------------           ------------------------------------\nName (Print)                            Name (Print)\n\n-----------------------------           ------------------------------------\nTitle                                   Title\n\n-----------------------------           ------------------------------------\nDate                                    Date\n\n                                        Federal Employer ID No.:\n                                                                ------------\n\n\n                                      16\n    \n\n \n    \n                                    Exhibit 1\n\n                         Co-Branded Pages Specifications\n\nExpedia.com Associates Program\nPartner Set-Up Information Form\n\n\n\nGetting set up with the Expedia Associates Program is easy! The 5 simple steps\nbelow provide you with the necessary information to help you get set up.\n\n\n    [ARROW] Step 1: Provide us with some basic information\n            \n    [ARROW] Step 2: Send us your logo and a return link to your site\n            \n    [ARROW] Step 3: Fill in the Friendship Table\n            \n    [ARROW] Step 4: Linking to Expedia.com\n            \n    [ARROW] Step 5: Send completed form and signed contract to Microsoft\n            \n    [ARROW] Step 6: Microsoft sends you your Expedia Associates Program\n            Identification Number and URLs for linking to Expedia\n            \n    [ARROW] Step 7: How to get a free Hot Mail account to receive your monthly\n            reports and Expedia Updates!\n\n\nPlease complete this document filling in blanks and checking appropriate boxes\nwhere indicated and return to Joel Ruzich at your earliest convenience. Once\nthis form has been completed and returned to Expedia, you will be sent back a\ncopy of this form and an email confirmation with specific URL information.\n\nIf you have any questions or comments, please do not hesitate to contact Erin\nCullen, Marketing Coordinator at [425] 703-6625 or via email\na-erincu@microsoft.com for assistance.\n\n\n[ARROW]\n\n\n                                      17\n    \n\n \n    \nStep 1: Provide us with Basic Information\n\nPlease fill in the blanks below:\n\n\n<\/pre>\n<table>\n<p>        <c>                            <s><br \/>\n         Your Company Name               _____________________________________________<\/p>\n<p>                                         This is the name consumers will see on the Intro<br \/>\n                                         page (see Step 2, for sample screen shots of this<br \/>\n                                         page).  Please limit this name to a maximum of 40<br \/>\n                                         characters.<br \/>\n                                         Example: Blue Yonder Airways<\/p>\n<p>         Business Contact Name &amp; email   Name:_____________________________________________<br \/>\n                                         Email Address:_____________________________________________<\/p>\n<p>                                         The name &amp; email address to receive information<br \/>\n                                         and notification with regards to EAP promotions,<br \/>\n                                         reports, member information, etc.<br \/>\n                                         Example: jane@blueyonderairways.com<\/p>\n<p>         Monthly Report Email Address    _____________________________________________<\/p>\n<p>                                         The email address to receive your monthly<br \/>\n                                         performance report.<br \/>\n                                         Example: ken@blueyonderairways.com<\/p>\n<p>         Technical Contact Name &amp; email  Name:_____________________________________________<br \/>\n                                         Email Address:_____________________________________________<\/p>\n<p>                                         The name &amp; email address to receive information<br \/>\n                                         and notification with regards to set-up and review<br \/>\n                                         of EAP links and pages and any technical questions.<br \/>\n                                         Example: jane@blueyonderairways.com<\/p>\n<p>         Your Company &#8220;Short Name&#8221;:      _____________________________________________<\/p>\n<p>                                         A shortened version (up to 8 characters) of Partner Name.<br \/>\n                                         Example: bluydair<\/p>\n<p>                                         (Note: If you represent multiple<br \/>\n                                         sites or multiple links, and each<br \/>\n                                         site is linking to Expedia, you must<br \/>\n                                         assign a unique number to each site.<br \/>\n                                         For example, suppose you are Alpine<br \/>\n                                         Ski Center and there are individual<br \/>\n                                         store sites you represent; you would<br \/>\n                                         list the following multiple short<br \/>\n                                         names and numbers:<br \/>\n                                                  bluydair 01       -Alpine Ski Center<br \/>\n                                                  bluydair 02       -Alpine Sports Ski Haus<br \/>\n                                                  bluydair 03       -Alpine Sports Ski House<\/p>\n<p>                                         In order to track each of these,<br \/>\n                                         please complete a separate EAP<br \/>\n                                         Partner Set Up Information Required<br \/>\n                                         form for each sub-site.)<br \/>\n<\/s><\/c><\/table>\n<p>                                      18<\/p>\n<table>\n<p>        <c>                            <s>                                 <c><br \/>\n         Business Type                   Select one:<\/p>\n<p>                                         Air                               Car<br \/>\n                                         Directory                         Hotel<br \/>\n                                         Search Engine                     Travel Content<br \/>\n                                         Other (please specify):<br \/>\n<\/c><\/s><\/c><\/table>\n<p>                                      19<\/p>\n<p>[ARROW] Step 2: Send us your logo and a return link your site<\/p>\n<p>Please provide your logo as a Gif in an electronic file format. Total Gif<br \/>\ndimensions should be 180 width and 38 height. The logo must be centered on a<br \/>\nwhite background with no border within the specified area. An additional fade<br \/>\nelement image (15w x 38h) will be added to the left of the logo (see example<br \/>\nbelow).<\/p>\n<p>Coloring should be within the 216 color palette that is Netscape and Internet<br \/>\nExplorer Compatible. This will ensure a clean solid appearance with no dithering<br \/>\npattern. (If your logo contains gradient, metallic, or gives a 3D rendered<br \/>\nappearance please provide a high quality jpeg file instead of a Gif.)<\/p>\n<p>Example:<\/p>\n<p>                                    [GRAPHIC]<\/p>\n<p>                                    [GRAPHIC]<\/p>\n<p>Please fill in the blank below:<\/p>\n<p>             Your Return Page URL<br \/>\n                                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                                    The URL where you&#8217;d like users to return to<br \/>\n                                    if they click on your logo (as shown in the<br \/>\n                                    banner samples above). Typically this return<br \/>\n                                    URL is either to your homepage or the page<br \/>\n                                    on your site the visitor was last at.<br \/>\n                                    Example:   Error! Bookmark not defined.<\/p>\n<p>[ARROW] <\/p>\n<p>                                      20<\/p>\n<p>[ARROW] Step 3: Friendship Table<\/p>\n<p>If applicable, select whether a consumer sees and chooses from a complete list<br \/>\nof companies (see Figure 3) or a singular company.<\/p>\n<table>\n<caption>\n         Airline Flight Wizard      (select one)<br \/>\n                                    <c>     <s><br \/>\n                                            Show complete list of airlines to choose from<br \/>\n                                    &#8212;&#8211;<br \/>\n                                            Show only one airline. Please specify:<br \/>\n                                    &#8212;&#8211;<\/p>\n<p>                                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                    Example:Show only one airline: Blue Yonder Airways<\/p>\n<caption>\n         Car Wizard                 (select one)<br \/>\n                                    <c>     <s><br \/>\n                                            Show complete list of car rental companies to choose from<br \/>\n                                    &#8212;&#8211;               <\/p>\n<p>                                            Show only one car rental company. Please specify:<br \/>\n                                    &#8212;&#8211;<\/p>\n<p>                                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<caption>\n         Hotel Wizard               (select one)<br \/>\n                                    <c>     <s><br \/>\n                                            Show complete list of hotels to choose from<br \/>\n                                    &#8212;&#8211;<br \/>\n                                            Show only one hotel company. Please specify:<br \/>\n                                    &#8212;&#8211;<\/p>\n<p>                                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<\/s><\/c><\/caption>\n<p><\/s><\/c><\/caption>\n<p><\/s><\/c><\/caption>\n<\/table>\n<p>                                                                        Figure 3<\/p>\n<p>                If you&#8217;d like to rent from a specific company, select a name<br \/>\nfrom the drop-down list below.<\/p>\n<p>                &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n        Company  All<br \/>\n                 All<br \/>\n                 Advantage Rent A Car<br \/>\n                 Alamo Rent A Car<br \/>\n                 Avis<br \/>\n                 Budget<br \/>\n                 Dollar Rent A Car<br \/>\n                 Hertz<br \/>\n                 National Car Rental Interrent<br \/>\n                 Sears Car and Truck Rental<br \/>\n                 Thrifty Car Rental<br \/>\n                 Value Rent A Car<br \/>\n                &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211; <\/p>\n<p>                                      21<\/p>\n<p>[ARROW] Step 4: Linking to Expedia.com<\/p>\n<p>Linking to Expedia is simple! We will work with you to design a welcome page<br \/>\nthat you can link to from your site. This page will reside on Expedia&#8217;s web site<br \/>\nand explain how Expedia works to your customers. We recommend this method of<br \/>\nlinking to Expedia because it:<\/p>\n<p>         [X]      Provides your customer with an individual welcome from both<br \/>\n                  your company and Expedia (co-branding)<\/p>\n<p>         [X]      Includes necessary information to help your customer with all<br \/>\n                  of their travel needs<\/p>\n<p>         [X]      Clearly explains how to use Microsoft Expedia<\/p>\n<p>Please review our recommended linking method below &#8211; option 1 (as well as the<br \/>\nadditional option detailed on the next page). Once you have decided which method<br \/>\nof linking you prefer, please indicate which choice you prefer by selecting one<br \/>\nof the options (on this page and the following page).<\/p>\n<p> Y\/N   OPTION 1 Expedia works with you to create a welcome page (Figure 1<br \/>\n&#8212;&#8212;<br \/>\nillustrated below.)<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                                             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n&#8212;&#8212;&#8212;&#8211;                                                  Key<br \/>\n Figure 1                                     .   Circled areas represent a link<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; .   Arrows point to where the<br \/>\n                                                link will take the customer<br \/>\n                                             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                                1.) You add a link to your main site to Expedia.<br \/>\n                                (image &#8211; left).<br \/>\n                              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                        2.) Your customer clicks on the Microsoft Expedia<br \/>\n                        link and goes to the Welcome page on Expedia.com<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n       &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>                                      22<\/p>\n<p>Linking to Expedia&#8230;continued<br \/>\nBelow is option 2 for linking to Expedia. This method of linking to Expedia<br \/>\nrequires creation of an additional page hosted on your web site explaining<br \/>\nExpedia and providing a link to the Travel Agent main page (and\/or additional<br \/>\nlinking options as illustrated below). If you select this option, the page you<br \/>\ndevelop should include the following:<\/p>\n<p>         [X]      Clear direction to your customer they will be leaving your web<br \/>\n                  site and going to Expedia<\/p>\n<p>         [X]      Thorough explanation of Expedia: what the service is and what<br \/>\n                  it provides<\/p>\n<p>If you select this option, we will work with you on implementing your page and<br \/>\nalso need to approve the final design.<\/p>\n<p> Y\/N   OPTION 2 Your company creates your welcome page (Figure 2 illustrated<br \/>\n&#8212;&#8212;<br \/>\nbelow.)<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                                             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n&#8212;&#8212;&#8212;&#8211;                                                  Key<br \/>\n Figure 2  &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- .   Circled areas represent a link<br \/>\n&#8212;&#8212;&#8212;&#8211;                                   .   Arrows point to where the<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;    link will take the customer<br \/>\n       1.) You add a link to your main web   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n       site to an additional page on your<br \/>\n       company web site (image &#8211; below)<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; <\/p>\n<p>                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                     2.) Create an additional site which your company<br \/>\n [GRAPHIC]           will build and host that introduces &amp; explains<br \/>\n                     Expedia and then directs your customers to the<br \/>\n                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>                            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n                             The Travel Agent main page site sits behind<br \/>\n                             our registration wall. Therefore, your visitors<br \/>\n                             in this instance will go to our registration page<br \/>\n                             if they are not currently an Expedia member.<br \/>\n                             If the visitor is an existing member, they will<br \/>\n                             go directly into the area you link to.<br \/>\n                            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n 3.) Link to Expedia via one or more of the following urls: (this example uses<br \/>\n Blue Yonder Airways EAPid which is 101)<br \/>\n Travel Agent Main Page: http:\/\/expedia.msn.com\/oub\/eap.asp?EAPID=101-1<br \/>\n Flight Wizard: http:\/\/expedia.msn.com\/oub\/eap.asp?Intro=http:%2F%2Fexpedia.<br \/>\n msn.com%2Fpub%2Fela dll%3Fcscr%3Dfexp%25illy%30new&amp;EAPID=101-1<br \/>\n Car Wizard: http:\/\/expedia.msn.com\/pub\/eap\/asp?INTRO=http%2F%2Fexpedia msn<br \/>\n com%2Fpub%2Feta<br \/>\n dll%3Fascr%3Dspec%26illy%3Dnew%26flag%3DF&amp;aapid=101.1<br \/>\n Hotel Wizard: http:\/\/expedia.msn com\/pub\/eap aso?INTRO=http%2F%2Fexpedia<br \/>\n msn.com%2Fpub%2Fela dll%3Fcscr%3Dhtwx%26illy%3Dnew&amp;EAPID=101-1<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                                      23<\/p>\n<p>[ARROW] Step 6:  Return this form and the signed contract to Microsoft<\/p>\n<p>         Please send this form and your signed contract to:<\/p>\n<p>                           Attn: Joel Ruzich<br \/>\n                           Microsoft Travel Business Unit<br \/>\n                           Microsoft Corporation<br \/>\n                           One Microsoft Way<br \/>\n                           Remond, Washington 98052-6399<\/p>\n<p>[ARROW] Step 6:  Microsoft will send your Expedia Identification Number and URLs<\/p>\n<p>         We will provide you with an EAPid number to be used when setting up<br \/>\n         URLs. You will receive a copy of this completed form with your unique<br \/>\n         EAPid once the contracts are signed. In addition, we will send you<br \/>\n         linking information for linking to Expedia.com (this will be filled out<br \/>\n         below and returned to you).<\/p>\n<p>         (This section is to be filled in by Microsoft)<\/p>\n<table>\n<p>            <s>                                          <c><br \/>\n              1.) Your Identification Number -EAPid1       We will send you this information with<br \/>\n                  completed form                           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                  &#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>              2.) URLs                               We will send you this information with completed form<br \/>\n                                                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                  These URLs will be used for linking<br \/>\n                  to Expedia from your web site.<br \/>\n<\/c><\/s><\/table>\n<p>[ARROW] Step 7:  Sign up for your free Hot Mail account to receive your monthly<br \/>\n                 reports and<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n1 EAPid = Expedia Associates Programs Identification<\/p>\n<p>                                      24<\/p>\n<p>                                 Expedia Updates<\/p>\n<p>     We send out monthly reports and Expedia.com updates each month via your EAP<br \/>\n     Hot Mail account. The report is in HTML format and provides you with your<br \/>\n     company monthly activity as well as new promotions on Expedia you can<br \/>\n     participate in and other Expedia.com content and event updates.<\/p>\n<p>                If you are running Microsoft Outlook 98 you will<br \/>\n                   be able to receive HTML based email. Check<br \/>\n                   here if you are running Outlook 98 and include<br \/>\n                               your email address:<\/p>\n<p>                           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                                    [GRAPHIC]<\/p>\n<p>     To sign up for your Hot Mail account here is what you need to do:<\/p>\n<p>     1.) Go to http:\/\/hotmail.com\/<br \/>\n     2.) Register and Sign up for your account!<br \/>\n     3.) Send Expedia your Hot Mail address we will add to our account list for<br \/>\n     monthly reporting distribution i.e., blueyonderair@hotmail.com (or the name<br \/>\n                                          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n     of the person who will receive the reports)<br \/>\nHOTMAIL EMAIL ADDRESS &#8211; INPUT HERE BEFORE RETURNING FORM:<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n   The names of companies, products, people, characters, and\/or data mentioned<br \/>\n     herein are fictitious and are in no way intended to represent any real<br \/>\n         individual, company, product, or event, unless otherwise noted.<\/p>\n<p>                                      25<\/p>\n<p>Appendix A<\/p>\n<p>Figure 1 &#8211; Option 1: Co-Branded Introduction Page<\/p>\n<p>If you choose this option, your url to link to Expedia would be as follows:<br \/>\nhttp:\/\/expedia.msn.com\/pub\/eap.asp?EAPID=X-1 X in this instance is a PLACEHOLDER<br \/>\nfor your EAPid. With your returned contract and set up form, your assigned url<br \/>\nwill be found within Step 5 under EAPid.<\/p>\n<p>                                      26<\/p>\n<p>Appendix B<\/p>\n<p>Figure 2 &#8211; Option 2: Customized Introduction Page<\/p>\n<p>If you choose this option, your url to link to Expedia would one or more of the<br \/>\nfollowing URLS:<\/p>\n<p>                                    [GRAPHIC]<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n 3.) Link to Expedia via one or more of the following urls: (this example uses<br \/>\n Blue Yonder Airways EAPid which is 101)<br \/>\n Travel Agent Main Page: http:\/\/expedia.msn.com\/oub\/eap.asp?EAPID=101-1<br \/>\n Flight Wizard: http:\/\/expedia.msn.com\/oub\/eap.asp?Intro=http:%2F%2Fexpedia.<br \/>\n msn.com%2Fpub%2Fela dll%3Fcscr%3Dfexp%25illy%30new&amp;EAPID=101-1<br \/>\n Car Wizard: http:\/\/expedia.msn.com\/pub\/eap\/asp?INTRO=http%2F%2Fexpedia msn<br \/>\n com%2Fpub%2Feta<br \/>\n dll%3Fascr%3Dspec%26illy%3Dnew%26flag%3DF&amp;aapid=101.1<br \/>\n Hotel Wizard: http:\/\/expedia.msn com\/pub\/eap aso?INTRO=http%2F%2Fexpedia<br \/>\n msn.com%2Fpub%2Fela dll%3Fcscr%3Dhtwx%26illy%3Dnew&amp;EAPID=101-1<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>X in this instance is a PLACEHOLDER for your EAPid. With your returned contract<br \/>\nand set up form, your assigned url will be found within Step 5 under EAPid.<\/p>\n<p>                                    [GRAPHIC]<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>       &#8212;&#8212;&#8212;<br \/>\n        tagging                                 [GRAPHIC]<br \/>\n       &#8212;&#8212;&#8212;<\/p>\n<p>                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n                                            Expedia Page Link<br \/>\n                      Travel Agent Main Page or one of the other options: Hotel,<br \/>\n                                           Car or Flight wizard.<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n  Tagging occurs when the user from Blue Yonder Airways clicks through to the<br \/>\n  Expedia web site.<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                                      27<\/p>\n<p>                                   Exhibit 2<\/p>\n<p>                                 Expedia Logo<\/p>\n<p>[LOGO OF MICROSOFT EXPEDIA.COM APPEARS HERE]<br \/>\nStart your travel here<\/p>\n<p>                                      28<\/p>\n<p>                                   Exhibit B<\/p>\n<p>                   Sample Appearance of WORLDSPAN Wired Logo<br \/>\n                   on WORLDSPAN Expedia Associate Web Sites<\/p>\n<p>                    [LOGO OF WORLDSPAN WIRED APPEARS HERE]<\/p>\n<p>                                      30<\/p>\n<p>                                   Exhibit 3<\/p>\n<p>                             Expedia Logo Link and<br \/>\n                  Guidelines for Using the Expedia Logo Link<br \/>\n                           On COMPANY Web Link Pages<\/p>\n<p>The following guidelines apply to COMPANY&#8217;S use of the Expedia Logo for use on<br \/>\nCOMPANY Web Link Pages<\/p>\n<p>1.   Except as Microsoft may authorize elsewhere, COMPANY may use only the<br \/>\n     Expedia Logo in accordance with the Agreement and guidelines set forth<br \/>\n     below.<\/p>\n<p>2.   COMPANY may only use the Expedia Logo on COMPANY Web Link Pages identified<br \/>\n     in Exhibit 1, and not in any other manner. It must always be an active link<br \/>\n     to Microsoft&#8217;s Expedia web site at http:\/\/expedia.com\/. HTML code for the<br \/>\n     link is shown below.<\/p>\n<p>3.   The Expedia Logo gif includes certain words describing the significance of<br \/>\n     the Expedia Logo on COMPANY Web Site Pages (i.e. the Expedia Logo is a link<br \/>\n     to Microsoft, not an endorsement of COMPANY Web Site). COMPANY may not<br \/>\n     remove or alter this or any other element of the Expedia Logo.<\/p>\n<p>4.   The Expedia Logo may be used only on COMPANY Web Link Pages that make<br \/>\n     accurate references to Microsoft Expedia&#8217;s products or services. COMPANY<br \/>\n     Web Link Page title and other trademarks and logos must appear at least as<br \/>\n     prominent as the Expedia Logo. COMPANY may not display the Expedia Logo in<br \/>\n     any manner that implies sponsorship, endorsement, or license by Microsoft.<\/p>\n<p>5.   The Expedia Logo must appear by itself, with a minimum spacing (the height<br \/>\n     of the Expedia Logo) between each side of the Expedia Logo and other<br \/>\n     graphic or textual elements on COMPANY Web Link Page. The Expedia Logo may<br \/>\n     not be used as a feature or design element of any other logo.<\/p>\n<p>6.   COMPANY may not alter the Expedia Logo in any manner, including size,<br \/>\n     proportions, colors, elements, etc., or animate, morph or otherwise distort<br \/>\n     its perspective or two-dimensional appearance.<\/p>\n<p>7.   COMPANY may not use the Expedia Logo on any site that disparages Microsoft<br \/>\n     or its products or services, infringes any Microsoft intellectual property<br \/>\n     or other rights, or violates any state, federal or international law.<\/p>\n<p>These guidelines do not grant a license or any other right in Microsoft&#8217;s logos<br \/>\nor trademarks. Microsoft reserves the right in its sole discretion to terminate<br \/>\nor modify permission to use the Expedia Logo at any time. Microsoft reserves the<br \/>\nright to take action against any use that does not conform to these Policies,<br \/>\ninfringes any Microsoft intellectual property or other right, or violates other<br \/>\napplicable law.<\/p>\n<p>                                      29<\/p>\n<p>                                Amendment No. 3<br \/>\n             to CRS Marketing, Services and Development Agreement<\/p>\n<p>This Amendment No. 3 to the CRS Marketing, Services and Development Agreement<br \/>\n(the &#8220;Amendment No. 3&#8221;) is entered into as of April 1, 1999 (the &#8220;Amendment<br \/>\nEffective Date&#8221;) by and between Microsoft Corporation, a Washington corporation<br \/>\n(&#8220;Microsoft&#8221;) with its principal office at One Microsoft Way, Redmond,<br \/>\nWashington 98052, and WORLDSPAN, L.P., a Delaware limited partnership<br \/>\n(&#8220;WORLDSPAN&#8221;), with its principal office at 300 Galleria Parkway, NW, Atlanta,<br \/>\nGeorgia 30339.<\/p>\n<p>                                   Recitals<\/p>\n<p>     i.   Microsoft and WORLDSPAN are parties to that certain CRS Marketing,<br \/>\nServices and Development Agreement dated December 15, 1995, as amended by the<br \/>\nparties pursuant to that certain Amendment No. 1 dated January 1, 1997 and<br \/>\nAmendment No. 2 dated July 1, 1998 (collectively, the &#8220;Agreement&#8221;).<\/p>\n<p>     ii.  Microsoft and WORLDSPAN seek to modify the Agreement as set forth<br \/>\nherein to change the revenue sharing arrangements, capacity provisions, and<br \/>\nother terms under the Agreement.<\/p>\n<p>     Now, therefore, in consideration of the above recitals, the mutual<br \/>\nundertakings of the parties as contained herein and other good and valuable<br \/>\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the<br \/>\nparties to this Amendment hereby agree as follows:<\/p>\n<p>                                   Agreement<\/p>\n<p>1.   Definitions<\/p>\n<p>     Terms in capitalized form not defined in the text of this Amendment No. 3<br \/>\nshall have the meanings set forth in the Agreement.<\/p>\n<p>2.   Revenue Share.<\/p>\n<p>     (a)  The revenue share matrix set forth in Appendix 1 of Amendment No. 1<br \/>\nshall be deleted and replaced in its entirety with the matrix attached as<br \/>\nAppendix 1 of this Amendment No. 3. Furthermore, Section 11.3 A. through D. of<br \/>\nthe Agreement, as set forth in Amendment No. 2, shall be deleted, and the<br \/>\nrevenue share described in Appendix 1 of this Amendment No. 3 shall apply to<br \/>\nWORLDSPAN\/EAP Bookings as well as all other air bookings under the Agreement.<br \/>\nHowever, in the event (i) WORLDSPAN breaches the Development Agreement between<br \/>\nthe parties dated as of July 1, 1999 (the &#8220;BFS Agreement&#8221;) and Microsoft elects<br \/>\nto terminate the BFS Agreement pursuant to Section 5.2(a) of the BFS Agreement<br \/>\nor (ii) WORLDSPAN elects to terminate the BFS Agreement pursuant to Section<br \/>\n5.2(b) of the BFS Agreement, then the revenue share and WORLDSPAN&#8217;s capacity<br \/>\ncommitment will revert to the Revenue Share, volume tables and WORLDSPAN<br \/>\ncapacity commitment set forth in Schedule 2.1.2 and Appendix 1 of Amendment No.<br \/>\n1 to the Agreement.      <\/p>\n<p>     (b) Microsoft recognizes that [*] and WORLDSPAN are in the process of<br \/>\nnegotiating an agreement whereby WORLDSPAN will provide [*] with hosting and<br \/>\nother airline services.  As a part of these negotiations, WORLDSPAN has agreed<br \/>\nto charge hosting and other airline services.  As a part of these negotiations,<br \/>\nWORLDSPAN has agreed to charge [*] at cost (as determined in accordance with<br \/>\nWORLDSPAN&#8217;s normal cost collection and allocation methodology, as used by<br \/>\nWORLDSPAN with respect to its owner airlines) for messages generated through the<br \/>\n[*].  Microsoft agrees that these at-cost fees charged by WORLDSPAN to [*] will<br \/>\nnot be included within the definition of Airline Fees under this Agreement and<br \/>\nwill not be subject to the revenue share specified in Appendix 1.  In the event<br \/>\nWORLDSPAN and [*] do not execute an agreement for hosting and other airline<br \/>\nservices within three (3) years after the Effective Date, WORLDSPAN will charge<br \/>\n[*] for all transactions generated on the [*]in accordance with the<br \/>\nParticipating Carrier Agreement between [*] and WORLDSPAN and all revenue<br \/>\nreceived from [*] from its Internet booking site as an [*] (including all<br \/>\namounts paid retroactively by [*]) will be included as Airline Fees and shared<br \/>\nwith Microsoft in accordance with Appendix 1.      <\/p>\n<p>[*] The redacted portion, indicated by this symbol is the subject of a<br \/>\n    confidential treatment request.<\/p>\n<p>                                       1<\/p>\n<p>           [*]<\/p>\n<p>           (c) Section 11.2 of the Agreement is hereby deleted and replaced with<br \/>\n      the following new Section 11.2:<\/p>\n<p>           Section 11.2. Other than payments made by MICROSOFT for Additional<br \/>\n           Development Services and the amounts to be paid by MICROSOFT and<br \/>\n           WORLDSPAN, if any, pursuant to new Sections 11.1 and 29, MICROSOFT<br \/>\n           and WORLDSPAN agree that each shall bear its own expenses incurred in<br \/>\n           the performance of this Agreement.<\/p>\n<p>      3.   Capacity<\/p>\n<p>           Schedule 2.1.2 is deleted from the Agreement in its entirety. Section<br \/>\n      2.1.2 of the Agreement, as set forth in Amendment No. 1, is hereby deleted<br \/>\n      and replaced in its entirety with the following:<\/p>\n<p>           Section 2.1.2. WORLDSPAN and Microsoft will work together in good<br \/>\n           faith to ensure the WORLDSPAN System has sufficient capacity to<br \/>\n           process Microsoft&#8217;s estimated demand in accordance with this Section.<br \/>\n           The failure of either (i) WORLDSPAN to deliver sufficient capacity<br \/>\n           to meet Microsoft&#8217;s demand, or (ii) Microsoft to deliver the<br \/>\n           anticipated air ticket sales, will result in a financial penalty<br \/>\n           mutually agreed upon by the parties as set forth herein.<\/p>\n<p>                 (a)   Each month during the Term, Microsoft shall provide to<br \/>\n           WORLDSPAN a good faith estimate of the projected Expedia air ticket<br \/>\n           sales for each of the following twelve (12) months. WORLDSPAN will<br \/>\n           estimate segments to be generated by the projected level of Expedia<br \/>\n           air ticket sales and the number of Power Shopper messages that are<br \/>\n           expected to be generated by the estimated segments. Microsoft shall<br \/>\n           provide such assistance and information for WORLDSPAN&#8217;s estimation of<br \/>\n           segments and Power Shopper messages as WORLDSPAN may reasonably<br \/>\n           request. Upon conclusion of this forecasting process, WORLDSPAN<br \/>\n           shall make all necessary preparations to provide sufficient capacity<br \/>\n           on the WORLDSPAN System to support the projected Expedia demand<br \/>\n           during the next six (6) months, as projected pursuant to subsection<br \/>\n           (b) below.<\/p>\n<p>                 (b)   If a given estimate of Expedia demand will cause<br \/>\n           WORLDSPAN to make material equipment purchases (e.g. purchase of new<br \/>\n           CPUs or other equipment) specifically for additional Expedia demand,<br \/>\n           WORLDSPAN shall notify Microsoft thereof in writing, and Microsoft<br \/>\n           shall either reconfirm or adjust its estimate of Expedia air ticket<br \/>\n           sales within ten (10) days after such notice (such reconfirmed or<br \/>\n           adjusted estimate, a &#8220;Microsoft Binding Estimate&#8221;). WORLDSPAN may<br \/>\n           also adjust the related estimates of segments and Power Shopper<br \/>\n           messages. WORLDSPAN<\/p>\n<p>[*] The redacted portion, indicated by this symbol is the subject of a<br \/>\n    confidential treatment request.<\/p>\n<p>                                      2            MICROSOFT\/WORLDSPAN<br \/>\n                                                             CONFIDENTIAL<\/p>\n<p>            shall deliver the required capacity no later than ninety (90) days<br \/>\n            after the date of a Microsoft Binding Estimate.<\/p>\n<p>                      (i) The financial remedy to compensate WORLDSPAN for<br \/>\n                excess capacity or Microsoft for insufficient capacity shall be<br \/>\n                determined by the parties after the following occur:<\/p>\n<p>                      .A forecasting model that calculates air ticket sales will<br \/>\n                be developed by Microsoft within thirty (30) days of<br \/>\n                Microsoft&#8217;s execution of this Amendment and approved by<br \/>\n                WORLDSPAN within thirty (30) days after receipt from Microsoft.<\/p>\n<p>                      .A capacity planning and tracking model to forecast<br \/>\n                capacity and calculate rejected demand will be built by<br \/>\n                WORLDSPAN within thirty (30) days of WORLDSPAN&#8217;s execution of<br \/>\n                this Amendment and approved by Microsoft within thirty (30)<br \/>\n                days after receipt from WORLDSPAN.<\/p>\n<p>                      .The agreed-upon models will be used for six (6) months<br \/>\n                from approval of the above models before instituting any<br \/>\n                financial penalties and, during such testing, may be &#8220;tweaked&#8221;<br \/>\n                or otherwise adjusted by mutual agreement of the parties in<br \/>\n                order to better achieve their intended purposes. At the end of<br \/>\n                such six (6) month period (the &#8220;Test Period&#8221;), if the models,<br \/>\n                as so adjusted, would not have resulted in payments to either<br \/>\n                party, then the financial payment aspects of these procedures<br \/>\n                will become operative for the remainder of the term of this<br \/>\n                Agreement. If, however, the models, as so adjusted, would, have<br \/>\n                resulted in payments to either party during the Test Period,<br \/>\n                then the financial aspects of these procedures will not become<br \/>\n                operative and the parties will negotiate in good faith to<br \/>\n                develop alternative models or procedures as a replacement for<br \/>\n                those described. If the parties fail to reach an agreement<br \/>\n                regarding such replacement models or procedures within two (2)<br \/>\n                months after the end of the Test Period, then the financial<br \/>\n                payment aspects of the models, as so adjusted, shall continue in<br \/>\n                effect with a cap of [*] per month payable by either party,<br \/>\n                until the parties mutually agree on alternative financial<br \/>\n                arrangements.<\/p>\n<p>                      The financial penalties will be determined based on the<br \/>\n                parameters set forth in Section 2.1.2(b)(ii) and (iii) below.<\/p>\n<p>                      (ii)   If actual Expedia air ticket sales in a given month<br \/>\n                are less than [*] of the Microsoft Binding Estimate, then<br \/>\n                Microsoft will pay WORLDSPAN an amount based on WORLDSPAN&#8217;s<br \/>\n                anticipated portion of lost Airline Fees. Such Airline Fees<br \/>\n                shall be calculated at the revenue share level for such month,<br \/>\n                as set forth in Appendix 1 of this Amendment No. 3. If actual<br \/>\n                ticket sales in a given month are greater than [*] of the<br \/>\n                Microsoft Binding Estimate, then Microsoft will owe nothing<br \/>\n                additional to WORLDSPAN.<\/p>\n<p>                      (iii)  If actual Expedia air ticket sales in a given month<br \/>\n                are less than [*] of the Microsoft Binding Estimate due to a<br \/>\n                failure of the WORLDSPAN System to support the forecast segments<br \/>\n                and Power Shopper messages necessary to process the Microsoft<br \/>\n                Binding Estimate, WORLDSPAN will pay Microsoft an amount based<br \/>\n                on Microsoft&#8217;s anticipated portion of Airline Fees for ticket<br \/>\n                sales that do not get<\/p>\n<p>[*] The redacted portion, indicated by this symbol is the subject of a<br \/>\n    confidential treatment request.<\/p>\n<p>                                      3            MICROSOFT\/WORLDSPAN<br \/>\n                                                             CONFIDENTIAL<\/p>\n<p>                processed due to such interruptions in capacity. Such Airline<br \/>\n                Fees shall be calculated at the revenue share level for such<br \/>\n                month, as set forth in Appendix 1 of this Amendment No. 3. If<br \/>\n                the WORLDSPAN System processes [*] or more of the Microsoft<br \/>\n                Binding Estimate, then WORLDSPAN will owe nothing additional to<br \/>\n                Microsoft.<\/p>\n<p>                (c) On an annual basis, Microsoft will provide WORLDSPAN with a<br \/>\n           long-term demand forecast covering at least three (3) years beyond<br \/>\n           the current year. WORLDSPAN, within thirty (30) days after<br \/>\n           Microsoft&#8217;s delivery of such demand forecast, will provide Microsoft<br \/>\n           a nonbinding projection of the capacity WORLDSPAN will provide in<br \/>\n           the same three (3) year period to support the forecast Microsoft<br \/>\n           demand. If after reviewing the demand forecast from Microsoft<br \/>\n           pursuant to this Section 2.1.2(C), WORLDSPAN can demonstrate that it<br \/>\n           can not meet the capacity requirements during the forecast period by<br \/>\n           the time required without having to build a new computer data center<br \/>\n           or without materially altering the architecture of the WORLDSPAN<br \/>\n           System, WORLDSPAN will provide Microsoft with eleven (11) months<br \/>\n           prior written notice (provided Microsoft has given WORLDSPAN at least<br \/>\n           twelve (12) months written notice of such increased capacity<br \/>\n           requirement) that it will not be able to meet the capacity demand in<br \/>\n           the forecasted time. In such event, Microsoft will be released from<br \/>\n           its minimum commitment in Section 8(c) of this Amendment and<br \/>\n           WORLDSPAN shall not be obligated to provide such additional capacity<br \/>\n           to Microsoft but will continue to provide the maximum capacity set<br \/>\n           forth in the previously agreed-upon capacity forecast. WORLDSPAN<br \/>\n           agrees that Microsoft has provided the projection of Expedia air<br \/>\n           ticket sales set forth below, and WORLDSPAN expects to be able to<br \/>\n           meet capacity requirements therefor without having to build a new<br \/>\n           computer data center and without materially altering the architecture<br \/>\n           of the WORLDSPAN System.<\/p>\n<table>\n<caption>\nFiscal Year                                  Ticket Sales Projected<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n<s>                                           <c><br \/>\nJuly 1999-June 2000                                2.5 million<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nJuly 2000-June 2001                                3.7 million<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nJuly 2001-June 2002                                4.5 million<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>      4.   Revenue Share Payments; Capacity Fees.<\/p>\n<p>           Sections 11.1 B and C of the Agreement, as set forth in Amendment<br \/>\n      No. 1, are hereby deleted and replaced in their entirety with the<br \/>\n      following:<\/p>\n<p>           Section 11.1 B (i) The parties agree that WORLDSPAN shall pay to<br \/>\n           Microsoft the revenue share amount indicated in the attached<br \/>\n           Appendix 1 (the &#8220;Revenue Share&#8221;) with respect to Airline Fees<br \/>\n           generated by Microsoft System users through the Microsoft System.<br \/>\n           Within thirty (30) days from the end of each calendar month,<br \/>\n           WORLDSPAN shall furnish Microsoft with a statement together with<br \/>\n           payment for all amounts shown thereby to be due to Microsoft. That<br \/>\n           statement shall be based upon the Revenue Share for the month<br \/>\n           preceding the month then ended, and shall contain information<br \/>\n           sufficient to discern how the Revenue Share was computed.<\/p>\n<p>           (ii) At the end of each calendar year, WORLDSPAN shall reconcile the<br \/>\n           amounts billed to and paid by Participating Airlines for Bookings<br \/>\n           made by Microsoft System users. In the event a Participating Airline<br \/>\n           fails to pay and WORLDSPAN, despite using reasonable business<br \/>\n           efforts, is unable to collect Airline Fees from such Participating<br \/>\n           Airline, WORLDSPAN shall notify Microsoft in writing of such<br \/>\n           uncollected amounts. Within thirty (30) days of receipt of<br \/>\n           WORLDSPAN&#8217;s notice, Microsoft will refund (or WORLDSPAN may set off<br \/>\n           from amounts owed<\/p>\n<p>[*] The redacted portion, indicated by this symbol is the subject of a<br \/>\n    confidential treatment request.<\/p>\n<p>                                      4           MICROSOFT\/WORLDSPAN<br \/>\n                                                            CONFIDENTIAL<\/p>\n<p>           by WORLDSPAN to Microsoft hereunder) the amounts paid to Microsoft by<br \/>\n           WORLDSPAN for such Bookings. Microsoft shall not be required to<br \/>\n           refund any amounts where WORLDSPAN fails to collect due to a<br \/>\n           marketing or other arrangement with a Participating Airline.<\/p>\n<p>           Section 11.1 C. Microsoft shall reimburse WORLDSPAN for the charges<br \/>\n           incurred by WORLDSPAN with respect to direct communication lines and<br \/>\n           frame relay access devices (each party is responsible for its own<br \/>\n           installation and ongoing costs of circuits and equipment necessary to<br \/>\n           connect such party&#8217;s facilities to the local exchange carrier&#8217;s<br \/>\n           termination of the frame relay circuits) that are requested by<br \/>\n           Microsoft through its Product Unit Manager for the Travel Group<br \/>\n           (&#8220;Direct Communication Fees&#8221;) and to pay the direct costs related to<br \/>\n           terminal addresses used in connection with the Microsoft System by<br \/>\n           Microsoft&#8217;s fulfillment partner (&#8220;Fulfillment Partner Fees&#8221;).<br \/>\n           Microsoft shall also pay for any equipment requested by Microsoft and<br \/>\n           provided by WORLDSPAN to be used by Microsoft&#8217;s fulfillment partner.<br \/>\n           WORLDSPAN shall either offset these fees from the Revenue Share due<br \/>\n           Microsoft or invoice Microsoft for the Direct Communication Fees and<br \/>\n           the Fulfillment Partner Fees on a monthly basis and shall also<br \/>\n           include a written report of the PS Rate for the applicable month.<br \/>\n           Microsoft shall pay the invoiced amount within thirty (30) days after<br \/>\n           receipt of the invoice. Except as provided herein and Section 2.1.2,<br \/>\n           Microsoft shall not owe WORLDSPAN any fees for capacity under this<br \/>\n           Agreement.<\/p>\n<p>      5.   Assignment.<\/p>\n<p>           Section 17 of the Agreement is hereby deleted and replaced in its<br \/>\n           entirety with the following:<\/p>\n<p>           Section 17. Neither party may assign its interest in this Agreement;<br \/>\n           provided, however, that either party may assign this Agreement upon<br \/>\n           thirty (30) days prior written notice to a wholly-owned subsidiary or<br \/>\n           to an entity to which substantially all the assets of the assigning<br \/>\n           party (or, with respect to MICROSOFT, substantially all the assets of<br \/>\n           the Expedia online consumer travel agent business) are being<br \/>\n           transferred if such assignee assumes and agrees to perform all the<br \/>\n           obligations of the assignor. This Agreement shall be binding upon the<br \/>\n           parties hereto and their successors and permitted assigns and all<br \/>\n           persons claiming under or through them or any such successor or<br \/>\n           permitted assign.<\/p>\n<p>       6.  Equal Treatment.<\/p>\n<p>           A new Section 33 shall be added to the Agreement to provide as<br \/>\n           follows:<\/p>\n<p>           33.  Equal Treatment.<br \/>\n                &#8212;&#8212;&#8212;&#8212;&#8212; <\/p>\n<p>                [*] If (i) WORLDSPAN differentiates between Expedia and offline<br \/>\n                travel agencies for reasons other than regulatory requirements<br \/>\n                and (ii) at the time WORLDSPAN first differentiates, any two of<br \/>\n                Sabre, Galileo or Amadeus are not similarly differentiating<br \/>\n                between online and offline travel agencies, then the parties<br \/>\n                shall at that time discuss adjustment to the business<br \/>\n                relationship between the parties in good faith. If the parties<br \/>\n                fail to reach an agreement regarding an adjustment to the<br \/>\n                business relationship within two (2) months after WORLDSPAN<br \/>\n                implements such differentiation, Microsoft may terminate this<br \/>\n                Agreement upon six (6) months&#8217; written notice. Such termination<br \/>\n                right expires eight (8) months from the date of such<br \/>\n                differentiation.      <\/p>\n<p>[*] The redacted portion, indicated by this symbol is the subject of a<br \/>\n    confidential treatment request.<\/p>\n<p>                                      5               MICROSOFT\/WORLDSPAN<br \/>\n                                                             CONFIDENTIAL<\/p>\n<p>       7.   Change in Expedia Search Functionality.<\/p>\n<p>            A new Section 34 shall be added to the Agreement to provide as<br \/>\n            follows:<\/p>\n<p>            34.   Change in Expedia Search Functionality.<br \/>\n                  &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>            Microsoft shall consult with WORLDSPAN on a regular basis regarding<br \/>\n            proposed changes to the search functionality, or changes to the<br \/>\n            utilization of existing functionality, available to end users of<br \/>\n            Expedia that are reasonably expected to have a materially adverse<br \/>\n            impact on message weight in the WORLDSPAN CRS. If the proposed<br \/>\n            change has a materially adverse impact on the financial benefits of<br \/>\n            the parties hereunder, the parties shall discuss in good faith a<br \/>\n            corresponding adjustment to pricing or revenue share. If the parties<br \/>\n            are unable to reach agreement within two (2) months after Microsoft<br \/>\n            implements such change, then WORLDSPAN may terminate this Agreement<br \/>\n            upon a further six (6) months&#8217; written notice. Such termination<br \/>\n            right expires eight (8) months from the date of Microsoft&#8217;s<br \/>\n            implementation of such changes.<\/p>\n<p>       8.   Changes to Expedia CRS Usage Commitment.<\/p>\n<p>            Section 8(c) of Amendment No. 1 to the Agreement is hereby deleted<br \/>\n       and replaced in its entirety with the following:<\/p>\n<p>            (c)   Minimum Performance Functionality. During the Term of the<br \/>\n                  &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n       Agreement, WORLDSPAN agrees to provide the same or comparable significant<br \/>\n       functionality tools and features (such as a ticketless functionality) as<br \/>\n       other computer reservation systems. So long as WORLDSPAN complies with<br \/>\n       the foregoing, Microsoft agrees that it will maintain during the Term of<br \/>\n       the Agreement, on a calendar quarterly basis, at least the same or<br \/>\n       greater (but in no event [*] CRS booking share from Expedia on the<br \/>\n       WORLDSPAN System than it maintains on any other CRS (&#8220;Minimum<br \/>\n       Commitment&#8221;). At any time after Microsoft enters into an agreement with<br \/>\n       another CRS for Expedia, Microsoft shall provide WORLDSPAN with a<br \/>\n       quarterly report that details bookings made by Expedia users. In the<br \/>\n       event Microsoft does not maintain at least the Minimum Commitment CRS<br \/>\n       booking share from Expedia on the WORLDSPAN System, the amounts otherwise<br \/>\n       payable to Microsoft pursuant to Appendix 1 shall be reduced by [*] For<br \/>\n       purposes of this Section only, the term &#8220;CRS&#8221; shall mean the following<br \/>\n       entities and their successors: Sabre, Galileo, Abacus, Amadeus, and<br \/>\n       Infini.<\/p>\n<p>[*] The redacted portion, indicated by this symbol is the subject of a<br \/>\n    confidential treatment request.<\/p>\n<p>                                      6              MICROSOFT\/WORLDSPAN<br \/>\n                                                            CONFIDENTIAL<\/p>\n<p>All other terms not expressly amended herein shall remain in full force and<br \/>\neffect as set forth in the Agreement. The Agreement, as amended hereby, shall<br \/>\nremain in effect for the remainder of the term set forth in Section 7.<\/p>\n<p>Microsoft Corporation                        WORLDSPAN, L.P.<\/p>\n<p>\/s\/ Richard Barton                           \/s\/ Douglas L. Abramson<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nBy                                           By<\/p>\n<p>Richard Barton                               Douglas L. Abramson<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nName (Print)                                 Name (Print)<\/p>\n<p>Gen. Mgr. Travel Group                       Co-Chief Executive Officer<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nTitle                                        Title<\/p>\n<p>7\/20\/99                                      July 16, 1999<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nDate                                         Date<\/p>\n<p>                                      7           MICROSOFT\/WORLDSPAN<br \/>\n                                                            CONFIDENTIAL<\/p>\n<p>                                  Appendix 1<br \/>\n                             Revenue Share Matrix<\/p>\n<p>     The Revenue Share payable by WORLDSPAN to Microsoft shall consist of the<br \/>\nBase Revenue Share set forth below. The Incentive Revenue Share appearing in<br \/>\nAppendix 1 of Amendment No. 1 is eliminated.<\/p>\n<p>     The Revenue Share of Airline Fees shall be based on the number of Power<br \/>\nShopper messages per net Segment per month. The &#8220;Revenue Share&#8221; column indicates<br \/>\nthe percentage amount of Airline Fees that will be paid by WORLDSPAN to<br \/>\nMicrosoft in accordance with Section 5 of Amendment No. 1, from dollar one.<\/p>\n<p>     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n      Power Shopper Messages per                  Revenue Share to<br \/>\n      Net Segment per Month                       Microsoft<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n          30.01 and greater                             *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             29.01-30.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             28.01-29.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             27.01-28.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             26.01-27.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             25.01-26.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             24.01-25.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             23.01-24.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             22.01-23.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             21.01-22.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             20.01-21.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             19.01-20.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             18.01-19.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             17.01-18.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             16.01-17.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             15.01-16.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             14.01-15.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             13.01-14.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             12.01-13.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n             11.01-12.00                                *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n            11.00 and less                              *<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     If the number of Power Shopper messages per net Segment exceeds 30.00, or<br \/>\nfalls below 11.00, in an given month, then the parties shall renegotiate revenue<br \/>\nshare percentages in good faith. If the parties are unable to reach agreement<br \/>\nwithin three (3) months, then at any time in the following three (3) months<br \/>\neither party may terminate this Agreement upon a further six (6) months&#8217; written<br \/>\nnotice. In the meantime, the percentages set forth above shall apply.       <\/p>\n<p>[*] The redacted portion, indicated by this symbol is the subject of a<br \/>\n    confidential treatment request.<\/p>\n<p>                                       8                     MICROSOFT\/WORLDSPAN<br \/>\n                                                                    CONFIDENTIAL<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7491,8221],"corporate_contracts_industries":[9513,9525],"corporate_contracts_types":[9613,9620],"class_list":["post-42162","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-expedia-inc","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","corporate_contracts_industries-transportation__services","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42162","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42162"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42162"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42162"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42162"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}