Revenue Share Matrix. The Revenue Share payable by WORLDSPAN to MICROSOFT shall consist of a Base Revenue Share and an Incentive Revenue Share. The Base Revenue Share of Airline Fees shall be based on the number of Power Shopper messages per net Segment per month. The “Base Revenue Share” column indicates that percentage amount of Airline Fees that will be paid by WORLDSPAN to MICROSOFT in accordance with Section 5 of the Amendment from dollar one. The Incentive Revenue Share shall be based on the number of net Segments generated by MICROSOFT System users each month. The Incentive Revenue Share column indicates the percentage of Airline Fees that will be paid by WORLDSPAN to MICROSOFT on an incremental basis. For example, and subject to the limitation in the next paragraph, if the net Segments for a particular month total [*], WORDSPAN will pay Microsoft an incentive Revenue Share equal to [*] for net Segments that exceed [*] but are less than [*] plus [*] for net Segments that exceed [*] but are less than [*]. The maximum Revenue Share of Airline Fees to be paid by WORLDSPAN to MICROSOFT on a monthly basis shall not exceed [*] [*] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission. List of Participating Hotels and Participating Cars Paying Negotiated Car and Hotel Rates Participating Hotels: UTELL UI UTELL UTELL IG INSIGNIA RESORTS UTELL TI MOUNT ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ HOTELS UTELL MV MIRVAC HOTEL GROUP UTELL HE HELMSLEY ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ HOTELS UTELL WX WEST COAST HOTELS ▇▇▇▇▇ ▇▇ DISNEYLAND PARIS HOTELS UTELL BC COPTHORNE UTELL XL SUMMIT UTELL AN ▇▇▇ ▇▇▇▇▇ AZ AIRCO UTELL GT GOLDEN TULIP LEXINGTON SERVICES LM LEXINGTON SERVICES LEXINGTON SERVICES ▇▇ ▇▇▇▇▇▇ PROMUS PROMUS PROMUS HX HAMPTON INN PROMUS HG HOMEWOOD SUITES PROMUS ES EMBASSY SUITES VIP RESERVATIONS VP VIP RESERVATIONS VIP RESERVATIONS AS ALL SUITES HOTELS TSR TSR TSR SU SOUTHERN SUN TSR AH ASTON TSR CE SUISSE CHALET TSR SJ SIGNATURE INNS TSR DA DORAL HOTELS AND RESORTS TSR NY MANHATTAN EAST SUITES TSR FA FAIRMONT TSR RH REGISTRY TSR CM CAMINO REAL TSR ▇▇ ▇▇▇▇▇ TSR ▇▇ ▇▇▇▇▇▇▇ GROUP TSR PL PARK LANE TSR MO MANDARIN ORIENTAL TSR ▇▇ ▇▇▇▇▇▇▇ HOTELS GROUP TSR FH FIESTA AMERICANA TSR FL FIMOTEL TSR FT ▇▇▇▇▇▇ ▇▇▇▇▇▇ TSR OO CROWN STERLING SUITES TSR LX SMALL LUXURY HRI LEADING HOTEL LW HRI LEADING HOTEL HRI LEADING HOTEL ▇▇ ▇▇▇▇▇▇ GROUP HRI LEADING HOTEL DC DATALEAD HRI LEADING HOTEL HS HIS RESERVATIONS HRI LEADING HOTEL SL SWISSOTELS HRI LEADING HOTEL KI KEMPINSKI HRI LEADING HOTEL UR ULTIMATE RESORTS HRI LEADING HOTEL PW PRIMA RESERVATIONS CONSORT HOTELS CN CONSORT HOTELS HOT KEY INTERNATIONAL HK HOT KEY INTERNATIONAL RADISSON RD RADISSON RADISSON CX COUNTRY INN AND SUITES RADISSON CS COLONY RESORTS SRS STEIGENBERGER SR SRS STEIGENBERGER SUPRANATIONAL SX SUPRANATIONAL ELECTRONIC REPRESENTATION ER ELECTRONIC REPRESENTATION SVCS SVCS ELECTRONIC REPRESENTATION ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ SUITES SVCS HILTON USA ▇▇ ▇▇▇▇▇▇ USA RED ROOF INNS RF RED ROOF INNS HILTON INTERNATIONAL ▇▇ ▇▇▇▇▇▇ INTERNATIONAL ROMANTIK HOTELS RM ROMANTIK HOTELS DOUBLETREE DT DOUBLETREE JARVINEN ASSOCIATES ▇▇ ▇▇▇▇▇▇▇▇ ASSOCIATES PREFERRED PH PREFERRED ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ RW ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ WESTIN WI WESTIN HOTEL CONNECT SERVICES AI HOTEL CONNECT SERVICES RED LION RL RED LION TREFF HOTELS TX TREFF HOTELS INTERNATIONAL TRAVEL TS INTERNATIONAL TRAVEL SHILO INNS BP SHILO INNS MARITIM MM MARITIM OMNI OM OMNI OMNI AV AMBASSADOR SUITES NIKKO NK NIKKO QUEENSLINE RESERVATIONS QL QUEENSLINE RESERVATIONS OUTRIGGER OR OUTRIGGER INTOURTRANS HOTELS IN INTOURTRANS HOTELS INTOURTRANS HOTELS PF PAN PACIFIC INTOURTRANS HOTELS SV SAROVA ▇▇▇▇▇ ▇▇▇▇ AM ▇▇▇▇▇ ▇▇▇▇ INTEREUROPE HOTELS IE INTEREUROPE HOTELS WESTMARK HOTELS ▇▇ ▇▇▇▇▇▇▇▇ HOTELS PRINCESS PI PRINCESS OKURA HOTELS OC OKURA HOTELS TRUST INTERNATIONAL TR TRUST INTERNATIONAL Participating Cars: Advantage Rent A Car This Amendment No. 2 to the CRS Marketing, Services and Development Agreement (the “Amendment”) is entered into as of July 27, 1998 (the “Amendment Effective Date”) by and between Microsoft Corporation, a Washington corporation (“Microsoft”) with its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and WORLDSPAN, L.P., a Delaware limited partnership (“WORLDSPAN”), with its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Microsoft and WORLDSPAN are parties to 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 (collectively, the “Agreement”). Microsoft and WORLDSPAN seek to modify the Agreement as set forth herein to provide an additional avenue for mutual cooperation wherein WORLDSPAN will encourage certain travel suppliers to join the Microsoft Expedia Associates Program, and WORLDSPAN and Microsoft will share WORLDSPAN revenues created from travel bookings deriving from customers who access Expedia (and WORLDSPAN) via the web sites of such new Associates. 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:
Appears in 2 contracts
Sources: CRS Marketing, Services and Development Agreement (Worldspan Viator Holdings LLC), Marketing, Services and Development Agreement (Worldspan Storemaker Holdings LLC)