Common use of Incentive Exceptions Clause in Contracts

Incentive Exceptions. 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 notice described in this paragraph, all current levels of incentives and Net Segment volume calculations will not apply to bookings of Provider content (i) where the Provider, makes or has made such content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge to Amadeus, and/or (ii) that becomes part of an Amadeus sponsored content program (the “Affected Content”). In any such event, Amadeus will notify EBOOKERS of the terms and conditions applicable to bookings of Affected Content at least 60 days in advance of such conditions going into effect (the “Notice Period). Amadeus commits that any such commercial terms and conditions will 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, Amadeus will continue to pay the applicable incentives for Net Segments booked on such Affected Content. During such Notice Period, the Parties will discuss in good faith any such conditions upon EBOOKER’s request. 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 Affected 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 Amadeus System (e.g., not a special deal solely between Galileo and 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 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 be increased to their original levels as of the Year in which the actual Net Segment volumes reach the original Annual Net Segment Target for such Year as stated in Table 1 and Table 2 of the Complimentary and Amendment Agreement dated 1st of July 2009. For clarification. Section 13.6(A)(b) of the Agreement which deals with material changes in Amadeus Provider net revenues is deleted and will be dealt with according to the above paragraph.”

Incentive Exceptions. 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 5.1 Notwithstanding anything to the notice described contrary in this paragraphthe Agreement, all current levels of incentives Incentives and Net Segment Eligible Booking volume calculations will not apply to bookings of Provider content may be adjusted by Amadeus (i) where the Providera Provider makes, makes or has made such 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 to Amadeuscharge, and/or (ii) with respect to Provider content that becomes part of an a Provider and/or Amadeus sponsored content program program, and/or (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify EBOOKERS Customer of the terms and conditions applicable to bookings of Affected Content at least 60 days in advance of such conditions going into effect (the “Notice Period)Content. Amadeus commits that any such commercial Such terms and conditions will be at least as favorable as those provided by Amadeus may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect 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, Amadeus will continue to pay the applicable incentives for Net Segments booked on such Affected Content. During such Notice Period, the The Parties will discuss in good faith any such terms and conditions upon EBOOKERthe Customer’s request. EBOOKERS understands that Amadeus cannot guarantee Subject to the continued availability of such foregoing, the terms and conditions with respect to the Affected Content will apply upon the date stated in the Amadeus’ notice, unless otherwise agreed between Amadeus System and/or the same incentive and Customer. If Customer chooses not to accept such terms after expiry and conditions by notifying Amadeus in writing within 30 days of the Notice Period. At the time Amadeus notifies EBOOKERS that point Amadeus’ notice, then: (i) Amadeus and/or the applicable Amadeus ACO may restrict access to the Affected Content, and/or (ii) no Incentives will apply on such Affected Content, after, in both the instances stated at (i) and (ii), an advance written notice of 30 days has been served upon the Customer. For clarification Bookings that are booked on low cost or budget Providers and/or via Amadeus 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. . 5.2 If Amadeus notifies Customer that it will apply the terms of this Section above appliesprovision, EBOOKERS Customer may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC or any of their affiliates (the “Auditor”) verifies sameAmadeus’ compliance with this provision. EBOOKERS Customer shall bear the cost of any such audit. The Auditor will issue a report which shall be limited to confirming point (i) circumstanceswhether 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 sign be subject to a non-disclosure confidentiality agreement with to ensure confidentiality of Amadeus about not transmitting confidential information to EBOOKERS. If and its Provider’s information. 5.3 Amadeus and Amadeus ACOs have programs and/or arrangements in place in certain markets as of the Affected 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 Amadeus System (e.g., not a special deal solely between Galileo and 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 Effective Date with respect to the Extension Bonus Paymentcertain Providers. 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 Such programs and/or arrangements will be increased to their original levels as of the Year in which the actual Net Segment volumes reach the original Annual Net Segment Target for such Year as stated in Table 1 and Table 2 of the Complimentary and Amendment Agreement dated 1st of July 2009. For clarification. Section 13.6(A)(b) of the Agreement which deals with material changes in Amadeus Provider net revenues is deleted and will be dealt with according apply to the above paragraphaffected Customer Offices. Other programs and/or arrangements may be identified on Exhibit 6. All such programs and/or arrangements are subject to change upon 30 business days’ written notice to the Customer. Amendment to the Global AgreementAmadeus IT Group, S.A. Page 8 of 12 a▇▇▇▇▇▇.”▇▇▇

Incentive Exceptions. 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 Notwithstanding anything to the notice described contrary in this paragraphthe Agreement, all current levels of incentives Incentives and Net Segment Eligible Booking volume calculations will not apply to bookings of Provider content may be adjusted by Amadeus (i) where the Providera Provider makes, makes or has made such 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 to Amadeuscharge, and/or (ii) with respect to Provider content that becomes part of an a Provider and/or Amadeus sponsored content program program, and/or (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify EBOOKERS Customer in writing of the terms and conditions applicable to bookings of Affected Content at least 60 days in advance of such conditions going into effect (the “Notice Period)Content. Amadeus commits that any such commercial Such terms and conditions will be at least as favorable as those provided by Amadeus may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect 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, Amadeus will continue to pay the applicable incentives for Net Segments booked on such Affected Content. During such Notice Period, the The Parties will discuss in good faith any such terms and conditions upon EBOOKERthe Customer’s request. EBOOKERS understands that 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 canand Customer. If Customer chooses not guarantee to accept such terms and conditions by notifying Amadeus in writing within 30 days of Amadeus’ notice, then: (i) Amadeus and/or the continued availability of applicable Amadeus ACO may restrict access to the Affected Content, and/or (ii) no Incentives will apply on such Affected Content; or (iii) the Customer may book the Affected Content in outside of the Amadeus System and/or and the Market Share thresholds shall be decreased by the same incentive terms after expiry of amount that the Notice PeriodAffected Content represents; or (iv) Parties may renegotiate and revise the rates set out in table 1.1 above. At For clarification Bookings that are booked on low cost or budget Providers and/or via Amadeus Ticketless Access or Amadeus Light Ticketing will not qualify for Incentives unless otherwise agreed by the time Parties. If Amadeus notifies EBOOKERS Customer that point (i) it will apply the terms of this Section above appliesprovision, EBOOKERS Customer may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC (the “Auditor”) verifies sameAmadeus’ compliance with this provision. EBOOKERS Customer shall bear the cost of any such audit. The Auditor will issue a report which shall be limited to confirming point (i) circumstanceswhether 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 sign be subject to a non-disclosure confidentiality agreement with to ensure confidentiality of Amadeus about not transmitting confidential information to EBOOKERSand its Provider’s information. If Amadeus and Amadeus ACOs have programs and/or arrangements in place in certain markets as of the Affected 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 Amadeus System (e.g., not a special deal solely between Galileo and 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 Effective Date with respect to the Extension Bonus Paymentcertain Providers. 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 Such programs and/or arrangements will be increased to their original levels as of the Year in which the actual Net Segment volumes reach the original Annual Net Segment Target for such Year as stated in Table 1 and Table 2 of the Complimentary and Amendment Agreement dated 1st of July 2009. For clarification. Section 13.6(A)(b) of the Agreement which deals with material changes in Amadeus Provider net revenues is deleted and will be dealt with according apply to the above paragraphaffected 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.”

Incentive Exceptions. 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 Notwithstanding anything to the notice described contrary in this paragraphthe Agreement, all current levels of incentives Incentives and Net Segment Booking volume calculations will not apply to bookings of Provider content (i) Content where the Provider, Provider makes or has made such content that Content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge to Amadeuscharge, and/or (ii) including Content that becomes part of an a Provider and/or Amadeus sponsored content program program, and/or including Content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify EBOOKERS Customer in writing of the terms and conditions applicable to bookings of Affected Content at least 60 days in advance of such conditions going into effect (the “Notice Period)Content. Amadeus commits that any such commercial Such terms and conditions will be at least as favorable as those provided by Amadeus may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect 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, Amadeus will continue to pay the applicable incentives for Net Segments booked on such Affected Content. During such Notice Period, the The Parties will discuss in good faith any such terms and conditions upon EBOOKERthe Customer’s request. EBOOKERS understands that Amadeus cannot guarantee Subject to the continued availability of such Affected Content in foregoing, 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 Affected 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 Amadeus System (e.g., not a special deal solely between Galileo and 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 Extension Bonus PaymentAffected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus and Customer in good faith. HoweverIf Customer chooses not to accept such terms and conditions by notifying Amadeus within 30 days of Amadeus’ notice, rather than pay any Extension Bonus Payment shortfall EBOOKERS then: (i) Amadeus may instead extend restrict access to the Term for an additionalAffected Content and/or (ii) no Incentives will apply on such Affected Content. For clarification, reasonable time period sufficient to produce (i) Content not in the shortfall Net Segments. The thresholds will be increased to their original levels System as of the Year in which Effective Date that becomes available after the actual Net Segment volumes reach 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 original Annual Net Segment Target for such Year as stated in Table 1 and Table 2 of the Complimentary and Amendment Agreement dated 1st of July 2009. For clarification. Section 13.6(A)(b) of the Agreement which deals with material changes in Amadeus Provider net revenues is deleted and will be dealt with according to the above paragraphParties.”

Incentive Exceptions. 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 Notwithstanding anything to the notice described contrary in this paragraphthe Agreement, all current levels of incentives Incentives and Net Segment Eligible Booking volume calculations will not apply to bookings of Provider content may be adjusted by Amadeus (i) where the ProviderProvider makes, makes or has made such 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 to Amadeuscharge, and/or (ii) with respect to Provider content that becomes part of an a Provider and/or Amadeus sponsored content program program, and/or (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “Affected Content”). In any such event, Amadeus will notify EBOOKERS Customer in writing of the terms and conditions applicable to bookings of Affected Content at least 60 days in advance of such conditions going into effect (the “Notice Period)Content. Amadeus commits that any such commercial Such terms and conditions will be at least as favorable as those provided by Amadeus may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect 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, Amadeus will continue to pay the applicable incentives for Net Segments booked on such Affected Content. During such Notice Period, the The Parties will discuss in good faith any such terms and conditions upon EBOOKERthe Customer’s request. EBOOKERS understands that 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 canand Customer. If Customer chooses not guarantee to accept such terms and conditions by notifying Amadeus within 30 days of Amadeus’ notice, then: (i) Amadeus may restrict access to the continued availability of Affected Content, and/or (ii) no Incentives will apply on such Affected Content Content. For clarification(a) content not in the Amadeus System and/or the same incentive terms after expiry as of the Notice PeriodEffective Date that becomes available after the Effective Date, and (b) 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. At the time Amadeus notifies EBOOKERS Customer that point (i) it will apply the terms of this Section above appliesprovision, EBOOKERS Customer may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC (the “Auditor”) verifies sameAmadeus’ compliance with this provision. EBOOKERS Customer shall bear the cost of any such audit. The Auditor will issue a report which shall be limited to confirming point (i) circumstanceswhether 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 sign be subject to a non-disclosure confidentiality agreement with to ensure confidentiality of Amadeus about not transmitting confidential information to EBOOKERSand its Provider’s information. If Amadeus has programs and/or arrangements in place in certain markets as of the Affected 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 Amadeus System (e.g., not a special deal solely between Galileo and 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 Effective Date with respect to the Extension Bonus Paymentcertain air Providers. 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 Such programs and/or arrangements will be increased to their original levels as of the Year in which the actual Net Segment volumes reach the original Annual Net Segment Target for such Year as stated in Table 1 and Table 2 of the Complimentary and Amendment Agreement dated 1st of July 2009. For clarification. Section 13.6(A)(b) of the Agreement which deals with material changes in Amadeus Provider net revenues is deleted and will be dealt with according apply to the above paragraphaffected 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.”