EXHIBIT 10.7.2
Amendment No. 5
to CRS Marketing, Services and Development Agreement
This Amendment No. 5 to the CRS Marketing, Services and Development Agreement
(the "Amendment") is entered into as of October 22, 2001 (the "Amendment
Effective Date"), by and between Expedia, Inc. ("EI"), a Washington corporation
with its principal office at 00000 XX Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX
00000, and Worldspan, L.P., a Delaware limited partnership ("Worldspan"), with
its principal office at 000 Xxxxxxxx Xxxxxxx, XX, Xxxxxxx, Xxxxxxx 00000.
Recitals
Microsoft Corporation ("Microsoft") and Worldspan entered into that certain
CRS Marketing, Services and Development Agreement dated December 15, 1995, as
amended by the parties pursuant to that certain Amendment No. 1 dated January 1,
1997, Amendment No. 2 dated July 1, 1998, Amendment No. 3 dated April 1, 1999
and Amendment No. 4 dated July 1, 2001 (collectively, the "Agreement").
Microsoft's rights and obligations under the Agreement have been assigned
to and assumed by EI, which is the successor in interest to Microsoft for all
purposes relating to the Agreement.
EI and Worldspan now desire to modify the Agreement as set forth herein.
Now, Therefore, in consideration of the above recitals, the mutual
undertakings of the parties as contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Amendment hereby agree as follows:
1. Revenue Share
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Effective as of July 1, 2001, Paragraph A of Schedule 11.1, attached
as Appendix 1 to Amendment No. 4 of the Agreement shall be deleted and
replaced in its entirety by the following Paragraph A:
"A. Air Segment Revenue Share
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WORLDSPAN shall pay EI a revenue share for Net Domestic Air Segments and
Net International Air Segments based on the number and type of segments in
accordance with the following:
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Type of Net Segment Revenue Share
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[*] [*]
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[*] [*]
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[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request and has been filed separately with the Securities
and Exchange Commission.
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Effective as of July 1, 2002, [*]. In order to effectuate such change, the
party desiring the change shall provide the other party with thirty (30)
days' prior written notice. The change [*] shall be made on the first day
of the month following the expiration of the thirty (30) day notice period.
In the event [*]. In the event [*]. If the parties are unable to agree [*].
2. Definitions
Effective as of July 1, 2001, Paragraph F of Schedule 11.1 attached as
Appendix 1 to Amendment No. 4 of the Agreement is amended by adding the
following new definition:
"Net Average Yield" means the average Airline Fees received by
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Worldspan from Participating Airlines for Net Domestic Air Segments booked
made by Expedia users over the immediately preceding six (6) consecutive
months.
3. Confidentiality
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This Amendment shall be considered Confidential Information according to
the Agreement.
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request and has been filed separately with the Securities
and Exchange Commission.
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4. Effective Date
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Except as provided in this Amendment, the provisions of this Amendment
shall be effective as of the Amendment Effective Date.
5. Continuation of Agreement
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Except as provided in this Amendment, the Agreement shall continue in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized undersigned representatives as of the date first above
written.
Expedia, Inc. Worldspan, L.P.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxx Xxxxxx
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Print Name: Xxxxxxx X. Xxxxxxx Print Name: Xxx Xxxxxx
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Title: Senior Vice President and Title: Senior Vice President and General
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Chief Financial Officer Manager - Worldwide E-Commerce
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[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request and has been filed separately with the Securities
and Exchange Commission.
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