Common use of Incentive Exceptions Clause in Contracts

Incentive Exceptions. Notwithstanding anything to the contrary in the Agreement, all Incentives and Net Booking volume calculations will not apply to bookings of Content where the Provider makes or has made that Content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge, and/or including Content that becomes part of a Provider and/or Amadeus content program, and/or including Content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify Customer in writing of the terms and conditions applicable to bookings of Affected Content. Such terms and conditions may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect to the Affected Content. The Parties will discuss in good faith any such terms and conditions upon the Customer’s request. Subject to the foregoing, the terms and conditions with respect to the Affected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus and Customer in good faith. If Customer chooses not to accept such terms and conditions by notifying Amadeus within 30 days of Amadeus’ notice, then: (i) Amadeus may restrict access to the Affected Content and/or (ii) no Incentives will apply on such Affected Content. For clarification, (i) Content not in the System as of the Effective Date that becomes available after the Effective Date; and (ii) Content that is booked on low cost or budget Providers and/or via Amadeus ticketless access will not qualify for Incentives unless otherwise agreed by the Parties.

Incentive Exceptions. 5.1 Notwithstanding anything to the contrary in the Agreement, all Incentives and Net Eligible Booking volume calculations will not apply to bookings of Content may be adjusted by Amadeus (i) where the a Provider makes makes, or has made that Content before the Effective Date, its content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge, and/or including Content (ii) with respect to Provider content that becomes part of a Provider and/or Amadeus content program, and/or including Content (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify Customer in writing of the terms and conditions applicable to bookings of Affected Content. Such terms and conditions may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect to the Affected Content. The Parties will discuss in good faith any such terms and conditions upon the Customer’s request. Subject to the foregoing, the terms and conditions with respect to the Affected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus and Customer in good faithCustomer. If Customer chooses not to accept such terms and conditions by notifying Amadeus in writing within 30 days of Amadeus’ notice, then: (i) Amadeus and/or the applicable Amadeus ACO may restrict access to the Affected Content Content, and/or (ii) no Incentives will apply on such Affected Content. For clarification, after, in both the instances stated at (i) Content not in the System as of the Effective Date that becomes available after the Effective Date; and (ii) Content ), an advance written notice of 30 days has been served upon the Customer. For clarification Bookings that is are booked on low cost or budget Providers and/or via Amadeus ticketless access Ticketless Access or Amadeus Light Ticketing will not qualify for Incentives unless otherwise agreed by the Parties. In the event that access is restricted to Affected Content which represents at least 15% of Customer’s Yearly Eligible Bookings, then the Annual Target shall be proportionally reduced from the time of such event. For example, if access to Provider X is restricted during Year 6, and if Customer’s Eligible Bookings on Provider X represented 30% of Customer’s Eligible Bookings during Year 5, then the Year 6 Annual Target shall be reduced by 30%, prorated from the time of the restriction until access to the content is restored. .

Incentive Exceptions. Notwithstanding anything The following replaces the content of Section 12 of the Complimentary and Amendment Agreement dated 1st of September, 2006 and applies as of the Extension Amendment Effective Date. “Subject to the contrary notice described in the Agreementthis paragraph, all Incentives current levels of incentives and Net Booking Segment volume calculations will not apply to bookings of Content Provider content (i) where the Provider Provider, makes or has made that Content such content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a chargecharge to Amadeus, and/or including Content (ii) that becomes part of a Provider and/or an Amadeus sponsored content program, and/or including Content for which the Provider restricts payment of incentives, program (the “Affected Content”). In any such event, Amadeus will notify Customer in writing EBOOKERS of the terms and conditions applicable to bookings of Affected ContentContent at least 60 days in advance of such conditions going into effect (the “Notice Period). Such Amadeus commits that any such commercial terms and conditions may includewill be at least as favorable as those provided by Amadeus to any other online agency customer producing the same or less annual volumes of Net Segments as produced by EBOOKERS in the same territories where EBOOKERS is operating. During the Notice Period, but are not limited to, a reduction in Incentives or Amadeus will continue to pay the imposition of applicable charges with respect to the incentives for Net Segments booked on such Affected Content. The During such Notice Period, the Parties will discuss in good faith any such terms and conditions upon the CustomerEBOOKER’s request. Subject EBOOKERS understands that Amadeus cannot guarantee the continued availability of such Affected Content in the Amadeus System and/or the same incentive terms after expiry of the Notice Period. At the time Amadeus notifies EBOOKERS that point (i) of this Section above applies, EBOOKERS may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC (the “Auditor”) verifies same. EBOOKERS shall bear the cost of any such audit. The Auditor will issue a report which shall be limited to confirming point (i) circumstances. The Auditor will sign a non-disclosure agreement with Amadeus about not transmitting confidential information to EBOOKERS. If the foregoingAffected Content (in the aggregate) accounts for more than the Affected Content Percentage as indicated in Section X of Schedule “A” hereto, and EBOOKERS can reasonably demonstrate that such Affected Content is publicly known to be available on another GDS at more favorable conditions as in the terms Amadeus System (e.g., not a special deal solely between Galileo and conditions EBOOKERS) then the Annual Net Segment thresholds identified herein will be reduced by the number of average annual Segments such Affected Content represents over such prior one year (the “Average Segments”). The sole exception to this reduction in threshold will be with respect to the Affected Content Extension Bonus Payment. However, rather than pay any Extension Bonus Payment shortfall EBOOKERS may instead extend the Term for an additional, reasonable time period sufficient to produce the shortfall Net Segments. The thresholds will apply upon be increased to their original levels as of the date Year in which the actual Net Segment volumes reach the original Annual Net Segment Target for such Year as stated in Amadeus’ notice, unless otherwise agreed between Amadeus Table 1 and Customer in good faith. If Customer chooses not to accept such terms Table 2 of the Complimentary and conditions by notifying Amadeus within 30 days Amendment Agreement dated 1st of Amadeus’ notice, then: (i) Amadeus may restrict access to the Affected Content and/or (ii) no Incentives will apply on such Affected ContentJuly 2009. For clarification, (i. Section 13.6(A)(b) Content not in the System as of the Effective Date that becomes available after Agreement which deals with material changes in Amadeus Provider net revenues is deleted and will be dealt with according to the Effective Date; and (ii) Content that is booked on low cost or budget Providers and/or via Amadeus ticketless access will not qualify for Incentives unless otherwise agreed by the Partiesabove paragraph.”

Incentive Exceptions. Notwithstanding anything to the contrary in the Agreement, all Incentives and Net Eligible Booking volume calculations will not apply to bookings of Content may be adjusted by Amadeus (i) where the a Provider makes makes, or has made that Content before the Effective Date, its content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge, and/or including Content (ii) with respect to Provider content that becomes part of a Provider and/or Amadeus content program, and/or including Content (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify Customer in writing of the terms and conditions applicable to bookings of Affected Content. Such terms and conditions may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect to the Affected Content. The Parties will discuss in good faith any such terms and conditions upon the Customer’s request. Subject to the foregoing, the terms and conditions with respect to the Affected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus and Customer in good faithCustomer. If Customer chooses not to accept such terms and conditions by notifying Amadeus in writing within 30 days of Amadeus’ notice, then: (i) Amadeus and/or the applicable Amadeus ACO may restrict access to the Affected Content Content, and/or (ii) no Incentives will apply on such Affected Content; or (iii) the Customer may book the Affected Content outside of the Amadeus System and the Market Share thresholds shall be decreased by the same amount that the Affected Content represents; or (iv) Parties may renegotiate and revise the rates set out in table 1.1 above. For clarification, (i) Content not in the System as of the Effective Date clarification Bookings that becomes available after the Effective Date; and (ii) Content that is are booked on low cost or budget Providers and/or via Amadeus ticketless access Ticketless Access or Amadeus Light Ticketing will not qualify for Incentives unless otherwise agreed by the Parties.. If Amadeus notifies Customer that it will apply the terms of this provision, Customer may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC (the “Auditor”) verifies Amadeus’ compliance with this provision. Customer shall bear the cost of such audit. The Auditor will issue a report which shall be limited to confirming whether Amadeus meets the requirements of this provision. Amadeus will pay the cost of such audit if the report indicates that the requirements of this provision were not met. The Auditor will be subject to a confidentiality agreement to ensure confidentiality of Amadeus and its Provider’s information. Amadeus and Amadeus ACOs have programs and/or arrangements in place in certain markets as of the Effective Date with respect to certain Providers. Such programs and/or arrangements will apply to the affected Customer Offices. Other programs and/or arrangements may be identified on Exhibit 6. All such programs and/or arrangements are subject to change upon notice to the Customer. Confidential Treatment Requested The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission. Exhibit 3

Incentive Exceptions. Notwithstanding anything to the contrary in the Agreement, all Incentives and Net Eligible Booking volume calculations will not apply to bookings of Content may be adjusted by Amadeus (i) where the Provider makes makes, or has made that Content before the Effective Date, its content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge, and/or including Content (ii) with respect to Provider content that becomes part of a Provider and/or Amadeus content program, and/or including Content (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify Customer in writing of the terms and conditions applicable to bookings of Affected Content. Such terms and conditions may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect to the Affected Content. The Parties will discuss in good faith any such terms and conditions upon the Customer’s request. Subject to the foregoing, the terms and conditions with respect to the Affected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus and Customer in good faithCustomer. If Customer chooses not to accept such terms and conditions by notifying Amadeus within 30 days of Amadeus’ notice, then: (i) Amadeus may restrict access to the Affected Content Content, and/or (ii) no Incentives will apply on such Affected Content. For clarification, (iclarification(a) Content content not in the System as of the Effective Date that becomes available after the Effective Date; , and (iib) Content content that is booked on low cost or budget Providers and/or via Amadeus ticketless access access, will not qualify for Incentives unless otherwise agreed by the Parties. At the time Amadeus notifies Customer that it will apply the terms of this provision, Customer may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC (the “Auditor”) verifies Amadeus’ compliance with this provision. Customer shall bear the cost of such audit. The Auditor will issue a report which shall be limited to confirming whether Amadeus meets the requirements of this provision. Amadeus will pay the cost of such audit if the report indicates that the requirements of this provision were not met. The Auditor will be subject to a confidentiality agreement to ensure confidentiality of Amadeus and its Provider’s information. Amadeus has programs and/or arrangements in place in certain markets as of the Effective Date with respect to certain air Providers. Such programs and/or arrangements will apply to the affected Customer Offices. All such programs and/or arrangements are subject to change upon notice to the Customer. Other programs and/or arrangements may be identified on Exhibit 5.