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As filed with the Securities and Exchange Commission on December 19, 2003

Registration No. 333-109064

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 4
TO

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Worldspan, L.P.
WS Financing Corp.
(Exact name of Registrant as specified in its charter)

Delaware
Delaware
(State or Other Jurisdiction
of Incorporation or Organization) 7374
7374
(Primary Standard Industrial
Classification Code Number) 43-1537250
75-3125720
(I.R.S. Employer
Identification No.)

300 Galleria Parkway, N.W.
Atlanta, Georgia 30339
(770) 563-7400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

See Table of Additional Registrants Below

Douglas L. Abramson, Esq.
General Counsel
Worldspan, L.P.
300 Galleria Parkway, N.W.
Atlanta, Georgia 30339
(770) 563-7400
(Name, address including zip code, and telephone number, including area code, of agent for service)

Copies to:

G. Daniel O'Donnell, Esq.
Geraldine A. Sinatra, Esq.
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Name	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification No.
Worldspan iJet Holdings, LLC	Delaware	7374	58-2645324
Worldspan XOL LLC	Georgia	7374	58-2530483
Worldspan BBN Holdings, LLC	California	7374	58-2607622
Worldspan Digital Holdings, LLC	Delaware	7374	58-2611355
Worldspan StoreMaker Holdings, LLC	Delaware	7374	58-2611361
Worldspan Viator Holdings, LLC	Delaware	7374	58-2611356
Worldspan OpenTable Holdings, LLC	Georgia	7374	58-2611353
Worldspan South American Holdings LLC	Georgia	7374	58-2529667
Worldspan S.A. Holdings II, LLC	Georgia	7374	58-2607619

EXPLANATORY NOTE

        This Amendment No. 4 to the Form S-4 Registration Statement is being filed for the sole purpose of filing a change to Exhibit 10.49.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Worldspan, L.P.

        Indemnification:    Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the "Partnership Act") provides that a limited partnership may indemnify and hold harmless any partners or other persons from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement. Accordingly, Article 10.2 of the Seventh Amended and Restated Agreement of Limited Partnership of Worldspan, L.P., dated as of June 30, 2003 (the "Partnership Agreement"), provides that each present and former partner, director and officer of the Partnership and any person serving at the request of any of the foregoing as an employee, agent or other representative of the Partnership, or any other person in which the Partnership has an interest (collectively, the "Indemnified Persons") will be indemnified, defended and held harmless by the Partnership from any liability, loss or damage incurred by the Indemnified Person by reason of (i) any act performed the Indemnified Person within the scope of the authority conferred upon it pursuant to the terms of the Partnership Agreement, (ii) any omission by the Indemnified Person in reliance upon the terms of the Partnership Agreement, or (iii) any acts or omissions performed in reasonable reliance on the written advice of accountants for or legal counsel to the Partnership. Indemnification shall not be available if the act or omission constituted willful misconduct or gross negligence and, in the case of an officer, if such officer did not act in good faith and in a manner such officer reasonably believed to be in or not opposed to the best interests of the Partnership. To the fullest extent permitted by law, expenses incurred by an Indemnified Person in responding to or defending any claim, demand, action, suit, investigation or proceeding shall be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit, investigation or proceeding upon receipt by the partnership of an undertaking by the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified. The Partnership may purchase insurance covering the potential liabilities of the Indemnified Persons.

        Limitation of Liability:    Except as otherwise provided in the Partnership Act, in the Partnership Agreement or any other contract of the Partnership, the general partner, and the general partner's directors and officers, will not be liable to the Partnership or any other partner for any loss, liability, damage or other expense arising from any act, omission or failure to act that was within the authority conferred by the Partnership Agreement or was based upon reasonable reliance on the advice of the accountants or legal counsel to the Partnership, except to the extent that such act, omission or failure to act arose because of its willful misconduct or gross negligence in connection with its performance of certain duties delegated under the Partnership Agreement. Except as otherwise provided in the Partnership Act, in the Partnership Agreement or any other contract of the Partnership, the directors and officers of the Partnership shall not be liable to the Partnership or any partner for any act or omission that was within the authority conferred by the Partnership Agreement except to the extent such act or omission constituted willful misconduct or gross negligence or such director or officer did not act in good faith and in a manner which that director or officer reasonably believed to be in the best interests of the Partnership.

WS Financing Corp.

        Indemnification:    Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions,

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suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee of or agent to the Registrants. The statute provides that it is not exclusive of other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. WS Financing's bylaws provide for indemnification by WS Financing of any director or officer (as such term is defined in the bylaws) of WS Financing or a constituent corporation absorbed in a consolidation or merger, or any person who, at the request of WS Financing or a constituent corporation, is or was serving as a director or officer of, or in any other capacity for, any other enterprise, except to the extent that such indemnification is prohibited by law. The bylaws also provide that WS Financing shall advance expenses incurred by a director or officer in defending a proceeding prior to the final disposition of such proceeding. The board of directors, by majority vote of a quorum consisting of directors not parties to the proceeding, must determine whether the applicable standards of any applicable statute have been met. The bylaws do not limit WS Financing's ability to provide other indemnification and expense reimbursement rights to directors, officers, employees, agents and other persons otherwise than pursuant to the bylaws. WS Financing may purchase insurance covering the potential liabilities of the directors and officers of WS Financing or any constituent corporations or any person who, at the request of WS Financing or a constituent corporation, is or was serving as a director or officer of, or in any other capacity for, any other enterprise.

        Limitation of Liability:    Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. WS Financing's certificate of incorporation provides for such limitation of liability.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

Exhibits

        The following exhibits are filed herewith unless otherwise indicated:

2.1	Partnership Interest Purchase Agreement, dated as of March 3, 2003, among Delta Air Lines, Inc., NWA Inc., American Airlines, Inc., NewCRS Limited, Inc., Worldspan, L.P. and Travel Transaction Processing Corporation, as amended.+
3.1	Ninth Amended and Restated Certificate of Limited Partnership of Worldspan, L.P.+
3.2	Seventh Amended and Restated Agreement of Limited Partnership of Worldspan, L.P., dated as of June 30, 2003 by and between Travel Transaction Processing Corporation and WS Holdings LLC.+
3.3	Certificate of Incorporation of WS Financing Corp.+
3.4	Bylaws of WS Financing Corp.+
3.5	Amended and Restated Certificate of Incorporation of Travel Transaction Processing Corporation.+
3.6	Amended and Restated Bylaws of Incorporation of Travel Transaction Processing Corporation.+
3.7	Certificate of Formation of Worldspan iJet Holdings, LLC.+

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3.8	Limited Liability Company Agreement of Worldspan iJet Holdings LLC.+
3.9	Articles of Organization of Worldspan XOL LLC.+
3.10	Limited Liability Company Agreement of Worldspan XOL LLC.+
3.11	Articles of Organization of Worldspan BBN Holdings, LLC.+
3.12	Limited Liability Company Agreement of Worldspan BBN Holdings, LLC.+
3.13	Certificate of Formation of Worldspan Digital Holdings, LLC.+
3.14	Limited Liability Company Agreement of Worldspan Digital Holdings, LLC.+
3.15	Certificate of Formation of Worldspan StoreMaker Holdings, LLC.+
3.16	Limited Liability Company Agreement of Worldspan StoreMaker Holdings, LLC.+
3.17	Certificate of Formation of Worldspan Viator Holdings, LLC.+
3.18	Limited Liability Company Agreement of Worldspan Viator Holdings, LLC.+
3.19	Articles of Organization of Worldspan OpenTable Holdings, LLC.+
3.20	Limited Liability Company Agreement of Worldspan OpenTable Holdings, LLC.+
3.21	Articles of Organization of Worldspan South American Holdings LLC.+
3.22	Limited Liability Company Agreement of Worldspan South American Holdings LLC.+
3.23	Articles of Organization of Worldspan S.A. Holdings II, LLC.+
3.24	Limited Liability Company Agreement of Worldspan S.A. Holdings II, LLC.+
4.1	Indenture, dated as of June 30, 2003, among WS Merger LLC, WS Financing Corp., the guarantors as named therein and The Bank of New York, as trustee.+
4.2	Form of 95/8% Senior Note Due 2011 (included in Exhibit 4.1).+
4.3	Registration Rights Agreement, dated as of June 30, 2003, by and among WS Merger LLC, WS Financing Corp., the guarantors named therein, Lehman Brothers Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.+
5.1	Opinion of Dechert LLP.+
10.1	Credit Agreement, dated as of June 30, 2003, among Travel Transaction Processing Corporation, WS Holdings LLC, Worldspan, L.P., the Several banks and other financial institutions or entities from time to time parties thereto, Lehman Brothers Inc., as sole and exclusive advisor, Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint book runners, Deutsche Bank Securities Inc., as syndication agent, JPMorgan Chase Bank, Citicorp North America, Inc. and Dymas Funding Company, LLC, as documentation agents, and Lehman Commercial Paper Inc., as administrative agent.+
10.2	Stockholders Agreement, dated as of June 30, 2003, among Travel Transaction Processing Corporation, Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Court Square Capital Limited, Ontario Teachers' Pension Plan Board and the other stockholders as named therein.+
10.3	Registration Rights Agreement, dated as of June 30, 2003, among Transaction Processing Corporation, Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Court Square Capital Limited, Ontario Teachers' Pension Plan Board and the other stockholders as named therein.+

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10.4	Delta Founder Airline Services Agreement, dated as of June 30, 2003, by and between Delta Air Lines, Inc. and Worldspan, L.P.+†
10.5	Northwest Founder Airline Services Agreement, dated as of June 30, 2003, by and between Northwest Airlines, Inc. and Worldspan, L.P.+†
10.6	American Airlines Collateral Services Agreement, dated as of June 30, 2003, by and between American Airlines, Inc. and Worldspan, L.P.+†
10.7	Delta Marketing Support Agreement, dated as of June 30, 2003, by and between Delta Air Lines, Inc. and Worldspan, L.P.+†
10.8	Northwest Marketing Support Agreement, dated as of June 30, 2003, by and between Northwest Airlines, Inc. and Worldspan, L.P.+†
10.9	Non-Competition Agreement, dated as of June 30, 2003, by and among American Airlines, Inc., Worldspan, L.P. and Travel Transaction Processing Corporation.+
10.10	Non-Competition Agreement, dated as of June 30, 2003, by and among Delta Air Lines, Inc., Worldspan, L.P. and Travel Transaction Processing Corporation.+
10.11	Non-Competition Agreement, dated as of June 30, 2003, by and among Northwest Airlines, Inc., Worldspan, L.P. and Travel Transaction Processing Corporation.+
10.12	Consulting Agreement, dated as of June 30, 2003, by and between Worldspan, L.P. and Paul J. Blackney.+
10.13	Employment Agreement, dated as of June 30, 2003, among Travel Transaction Processing Corporation, Rakesh Gangwal and Worldspan, L.P., as amended.+
10.14	Employment Agreement, dated as of June 30, 2003, among Travel Transaction Processing Corporation, M. Gregory O'Hara and Worldspan, L.P., as amended.+
10.15	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Douglas L. Abramson.+
10.16	Employment Agreement, dated as of August 29, 2003, by and among Worldspan, L.P., Travel Transaction Processing Corporation and Dale Messick.+
10.17	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Dale Messick.+
10.18	Employment Agreement, dated as of August 29, 2003, by and among Worldspan, L.P., Travel Transaction Processing Corporation and Michael B. Parks.+
10.19	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Michael B. Parks.+
10.20	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Susan J. Powers.+
10.21	Advisory Agreement, dated as of June 30, 2003, by and between Worldspan, L.P. and Travel Transaction Processing Corporation.+
10.22	Advisory Agreement, dated as of June 30, 2003, by and between Travel Transaction Processing Corporation and CVC Management LLC.+

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10.23	Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation, Citigroup Venture Capital Equity Partners, L.P., CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC, Court Square Capital Limited and the other investors named therein.+
10.24	Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and Ontario Teachers' Pension Plan Board.+
10.25	Management Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and Paul J. Blackney.+
10.26	Management Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and Rakesh Gangwal.+
10.27	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and Rakesh Gangwal.+
10.28	Management Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and Dale Messick.+
10.29	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and Dale Messick.+
10.30	Management Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and M. Gregory O'Hara.+
10.31	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and M. Gregory O'Hara.+
10.32	Stock Option Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and Rakesh Gangwal.+
10.33	Stock Option Agreement, dated as of June 30, 2003, between Travel Transaction Processing Corporation and M. Gregory O'Hara.+
10.34	Stock Option Agreement (one-year agreement) dated as of June 30, 2003, between Travel Transaction Processing Corporation and M. Gregory O'Hara.+
10.35	Stock Option Agreement, dated as of September 22, 2003, between Travel Transaction Processing Corporation and Dale Messick.+
10.36	Restricted Stock Subscription Agreement, dated as of September 22, 2003, by and between Travel Transaction Processing Corporation and Michael B. Parks.+
10.37	Stock Option Agreement, dated as of September 22, 2003, between Travel Transaction Processing Corporation and Michael B. Parks.+
10.38	International Business Machines Corporation Worldspan Asset Management Offering Agreement, effective July 1, 2002, among Worldspan, L.P., International Business Machines Corporation and IBM Credit Corporation, as amended.+†
10.39	Global Telecommunications Services Agreement, dated May 8, 2000, between Worldspan Services Limited and Societe Internationale de Telecommunications Aeronautiques.+
10.40	AT&T InterSpan Data Communications Services Agreement, dated February 1, 1996, between AT&T Corp. and Worldspan L.P., as amended.+
10.41	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and American Airlines, Inc., as amended.+

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10.42	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Delta Air Lines Inc., as amended.+
10.43	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Northwest Airlines, Inc., as amended.+
10.44	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and United Airlines, as amended.+
10.45	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and USAir, Inc., as amended.+
10.46	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Continental Airlines, Inc., as amended.+
10.47	CRS Marketing, Services and Development Agreement, dated December 15, 1995, between Microsoft Corporation and Worldspan, L.P., as amended.+†
10.48	Amended and Restated Agreement for CRS Access and Related Services dated November 1, 2001 between Orbitz, LLC and Worldspan, L.P., as amended.+†
10.49	Worldspan Subscriber Entity Agreement dated October 1, 2001 between Worldspan, L.P. and priceline.com Incorporated, as amended.†
10.50	Office Lease Agreement, dated December 6, 1995, between 300 Galleria Parkway Associates and Worldspan, L.P.+
10.51	Lease Agreement, dated February 7, 1990, between Worldspan, L.P. and Delta Air Lines, Inc., as amended by Data Center Lease Amendment, dated March 3, 2003, between Worldspan, L.P. and Delta Air Lines, Inc.+
10.52	Worldspan Executive Group Life Insurance Program.+
10.53	Worldspan Retirement Benefit Restoration Plan.+
10.54	Worldspan Executive Deferred Compensation Plan.+
10.55	2003 Executive Incentive Compensation Program (short-term and long-term plans).+
10.56	2002 Executive Incentive Compensation Program (long-term plan).+
10.57	2001 Executive Incentive Compensation Program (long-term plan).+
10.58	2000 Executive Incentive Compensation Program (long-term plan).+
10.59	Travel Transaction Processing Corporation Stock Incentive Plan.+
10.60	Employment Agreement, dated as of October 20, 2003, by and among Worldspan, L.P., Travel Transaction Processing Corporation and Ninan Chacko.
10.61	Restricted Stock Subscription Agreement, dated as of October 20, 2003, between Travel Transaction Processing Corporation and Ninan Chacko.
10.62	Stock Option Agreement, dated as of October 20, 2003, between Travel Transaction Processing Corporation and Ninan Chacko.
12.1	Computation of Ratio of Earnings to Fixed Charges.+
21.1	Subsidiaries of Worldspan, L.P.+
23.1	Consent of PricewaterhouseCoopers LLP.+
23.2	Consent of Dechert LLP (included in Exhibit 5.1).+

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24.1	Powers of Attorney.+
25.1	Statement of Eligibility of The Bank of New York as trustee, on Form T-1.+
99.1	Form of Letter of Transmittal.+
99.2	Form of Notice of Guaranteed Delivery.+
99.3	Form of Letter to Holders.+
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.+
99.5	Form of Letter to Clients.+
99.6	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.+

+

Previously filed.

†

Certain portions of this document have been omitted pursuant to a confidential treatment request.

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(b)

Financial Statement Schedules:

        Schedules not listed below are omitted because of the absence of the conditions under which they are required or because of the information required by such omitted schedules is set forth in the financial statements or the notes thereto.

Schedule II—Valuation and Qualifying Account

		Additions
Description (In Thousands)	Balance at Beginning of Period	Charged to Costs and Expenses	Charged to Other Accounts		Deductions			Balance at End of Period
Year ended December 31, 2000
Allowance for doubtful accounts	$4,792	$4,302	$	—		$(199	)	$8,895
Cancellation Reserve	5,907	2,052		—		—		7,959
Deferred tax asset valuation allowance	3,932	432		—		—		4,364
Year ended December 31, 2001
Allowance for doubtful accounts	$8,895	$5,140	$	—		$(1,177	)	$12,858
Cancellation Reserve	7,959	12,500		—		(6,028	)	14,431
Deferred tax asset valuation allowance	4,364	452		—		(38	)	4,778
Year ended December 31, 2002
Allowance for doubtful accounts	$12,858	$5,589	$	—	$	—		$18,447
Cancellation Reserve	14,431	3,250		—		(3,807	)	13,874
Deferred tax asset valuation allowance	4,778	932		—		(307	)	5,403

ITEM 22. UNDERTAKINGS.

(a)

The undersigned registrants hereby undertake:



(1)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and



(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;



(2)

that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

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(3)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (c)   The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (d)   The undersigned registrants hereby undertake to supply by means of a post effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 19, 2003.

WORLDSPAN, L.P.
By:	/s/  RAKESH GANGWAL
	Name: Title:	Rakesh Gangwal Chairman, President & Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  RAKESH GANGWAL Rakesh Gangwal	Chairman, President & Chief Executive Officer and Director (Principal Executive Officer)	December 19, 2003
/s/  DALE MESSICK Dale Messick	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 19, 2003
* M. Gregory O'Hara	Executive Vice President—Corporate Planning and Development and Director	December 19, 2003
* Paul J. Blackney	Director	December 19, 2003
* Shael J. Dolman	Director	December 19, 2003
* Ian D. Highet	Director	December 19, 2003
* James W. Leech	Director	December 19, 2003

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* Dean G. Metcalf	Director	December 19, 2003
* Paul C. Schorr, IV	Director	December 19, 2003
* Joseph M. Silvestri	Director	December 19, 2003
* David F. Thomas	Director	December 19, 2003

* Signed by attorney-in-fact
	/s/  DALE MESSICK Dale Messick

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 19, 2003.

WS FINANCING CORP.
By:	/s/  RAKESH GANGWAL
	Name: Title:	Rakesh Gangwal President and Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  RAKESH GANGWAL Rakesh Gangwal	President and Chief Executive Officer and Director (Principal Executive Officer)	December 19, 2003
/s/  DALE MESSICK Dale Messick	Chief Financial Officer (Principal Financial and Accounting Officer)	December 19, 2003
* M. Gregory O'Hara	Director	December 19, 2003
* Shael J. Dolman	Director	December 19, 2003
* Ian D. Highet	Director	December 19, 2003
* James W. Leech	Director	December 19, 2003
* Dean G. Metcalf	Director	December 19, 2003

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* Paul C. Schorr, IV	Director	December 19, 2003
* Joseph M. Silvestri	Director	December 19, 2003
* David F. Thomas	Director	December 19, 2003

* Signed by attorney-in-fact
	/s/  DALE MESSICK Dale Messick

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 19, 2003.

WORLDSPAN IJET HOLDINGS, LLC
WORLDSPAN XOL LLC
WORLDSPAN BBN HOLDINGS, LLC
WORLDSPAN DIGITAL HOLDINGS, LLC
WORLDSPAN STOREMAKER HOLDINGS, LLC
WORLDSPAN VIATOR HOLDINGS, LLC
WORLDSPAN OPENTABLE HOLDINGS, LLC
WORLDSPAN SOUTH AMERICAN HOLDINGS LLC
WORLDSPAN S.A. HOLDINGS II, LLC

By:	/s/  RAKESH GANGWAL
	Name: Title:	Rakesh Gangwal President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  RAKESH GANGWAL Rakesh Gangwal	President (Principal Executive Officer)	December 19, 2003
/s/  DALE MESSICK Dale Messick	Treasurer (Principal Financial and Accounting Officer)	December 19, 2003
/s/  DALE MESSICK Worldspan, L.P.	Sole Member	December 19, 2003

By: Dale Messick,
Senior Vice President and Chief Financial Officer

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Table of Additional Registrants
EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES

EX-10.49

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Exhibit 10.49

SUBSCRIBER ENTITY AGREEMENT
E-Commerce

Customer Number: 198242

THIS Worldspan Subscriber Entity Agreement dated the 1 of October, 2001 (the "Agreement"), is by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of this Agreement, and including Customer's locations listed on the 10 Exhibit(s) attached hereto and incorporated herein (collectively the "Locations").

WHEREAS, Worldspan provides and markets computerized reservation services and has developed and offers a computerized system which provides information, reservations, ticketing, and other services for air transportation and other businesses (the "GDS").

NOW, THEREFORE, it is agreed:

ARTICLE I.    TERM

        This Agreement is effective upon the date first written above and the Term shall continue for sixty-six (66) months, from the date the GDS becomes operational at the first Customer Location referred to herein or the date this Agreement is signed by Worldspan, whichever is later: provided however, if the GDS is already installed at Customer's Location, the term shall commence on the date when the new or replacement equipment, software or services become operational at the first Customer Location referred to herein or the date this Agreement is signed by Worldspan, whichever is later (the "Term"). If Customer retains or uses the Worldspan Equipment or any other item, software or service provided by Worldspan beyond the expiration of the Term, the Agreement shall continue in effect on a month to month basis. The Agreement may be terminated at the end of the Term or any time thereafter by either party on not less than ninety (90) days' prior written notice.

ARTICLE II.    HOME OFFICE EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com                             SID:    0QK

        dba:    Priceline.com                              ARC:    0750854

        Address:    800 Connecticut Ave.

        City:    Norwalk        State:    CT        Zip:    0685 4

        County:                                                           Telephone:    203-299-8000

        e-mail:    trey.urbahn@priceline.com                              ERSP:

        Customer's principal place of business:

        Address:    same as above

        City:                             State:                              Zip:

        County:                             Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
5	56K Frame Relay Data Circuts	$	420.00	$	0.00	$	2,100.00	$	0.00
2	T1 Data Circuts	$	1,032.00	$	0.00	$	2,064.00	$	0.00
8	PC 400/64MB	$	225.00	$	960.00	$	1,800.00	$	7,680.00
10	TI 1600 ATB Ticket Printer	$	195.00	$	3,995.00	$	1,950.00	$	39,950.00
2	TI895 Printers	$	50.00	$	550.00	$	100.00	$	1,100.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	8,014.00
	Total Worldspan Equipment Value:							$	48,730.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
	Total Optional Monthly Services Standard Fee:		$	0.00

        5.     1283 Terminal Addresses for Customer Owned Equipment $25.00 each:    $32,075.00

2

        6.     Customer Equipment

Quantity
Description/Serial Number (Add printer functionality, if applicable)

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	40,089.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments, exhibits or addenda to this Agreement.

ARTICLE III.    PRODUCTIVITY DISCOUNT

        A.    Worldspan will discount its Standard Fees set forth in Article II.B.1. through Article II.B.5. and Article II.C.1. through Article II.C.3. as follows (the "Productivity Discount"): During the first zero (0) full calendar months following the commencement of the Term, Worldspan agrees to discount its monthly Standard Fees one hundred percent (100%). Thereafter, Customer's discount will be adjusted monthly based upon the number of net billable airline, car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Suppliers bookings (collectively "Bookings") generated by Customer per month. In order for Customer to receive a one hundred percent (100%) Productivity Discount against its fees and charges otherwise due pursuant to the Agreement, as amended from time to time, Customer must generate twenty-eight thousand two hundred and fifty (28250) Bookings per

3

month ("Booking Goal"). In the event Customer fails to generate the Booking Goal no discount shall be provided.

        B.    Customer agrees to pay all charges according to the terms of the Agreement.

        C.    Upon Customer's request and Worldspan's agreement to add or delete equipment, software or services at any location, Worldspan reserves the right to modify the Productivity Discount accordingly.

        D.    For the purposes of this Agreement, net billable airline bookings means those segments properly booked by Customer through the GDS for which Worldspan charges a fee, less cancellations through the Worldspan GDS prior to the date of departure. Net billable car, hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Supplier bookings mean those bookings properly booked by Customer through the GDS for which Worldspan charges a fee, which are not canceled and do not result in "no-shows". Bookings of car rentals or hotels for a continuous period (e.g., one hotel client for five continuous nights or one car client for five continuous days) shall be treated as one Booking. Customer consents to any retroactive adjustment by Worldspan of incorrect Booking counts. The determination of the number of Bookings shall be made solely by Worldspan from its books and records.

        E.    In the event that the number of Bookings generated by Customer exceeds the required level for a one hundred percent (100%) discount, Customer is not entitled to carry excess Bookings forward or backward, nor shall Customer be entitled to any credit against past or future charges. Customer acknowledges that, due to data processing delays, Customer's initial Productivity Discount level will apply for one (1) month beyond the period set forth above, and that one (1) month delay will continue to apply to subsequent monthly discount level adjustments. Customer acknowledges that, except as otherwise expressly agreed by Worldspan, any requested change in Customer's equipment or services is at the discretion of Worldspan and may result in modification of Worldspan's charges or the Booking levels above.

ARTICLE IV.    STANDARD TERMS AND CONDITIONS                             Customer's Initials:                             

        A.    Except as otherwise provided herein, the Worldspan Subscriber Agreement—Standard Terms and Conditions ("Terms and Conditions"), Customer Equipment Support Responsibility ("Customer Equipment Support Responsibility"), and the Table of Services and Charges ("Table of Services and Charges"): Version 2000 are incorporated into this Agreement as if fully set forth herein and each may be revised by Worldspan from time to time upon notification to Customer. By signing this Agreement, Customer acknowledges the obligations of the Terms and Conditions, Customer Equipment Support Responsibility and Table of Services and Charges.

        B.    Section 6.H.ii. of the Worldspan Subscriber Agreement Standard Terms and Conditions which shall be deleted in its entirety and replaced with the following:

        Message Limit: The "Message Limit" is four hundred (400) Messages per Booking. The total monthly permitted Messages ("Allowable Messages") is calculated by multiplying the four hundred (400) Messages per Booking by the number of Bookings for that month.

ARTICLE V.    ARBITRATION OPTION                             Customer's Initials:                             

        Pursuant to Section 15 of the Terms and Conditions, Customer (    elects) (    does not elect) to arbitrate disputes arising out of this Agreement. Failure of Customer to designate its choice in the preceding sentence and initial the box at the margin where indicated at the time of signing the Agreement constitutes an election by Customer to waive the option of arbitration to resolve disputes.

4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized undersigned representatives as of the day and year first above written.

CUSTOMER:	WORLDSPAN, L.P.:
Priceline.com (Customer Legal Name)
Priceline.com (dba)
By: /s/  JEFFREY H. BOYD (Signature)	By: /s/  SUSAN J. POWERS (Signature)
Jeffrey H. Boyd (Print Name)	Susan J. Powers (Print Name)
President (Title)	SVP (Title)
11/30/01 (Date)	12/03/01 (Date)
(If Incorporated, State and Date)
(Federal Tax I.D. Number)

CORPORATION INFORMATION:

Priceline.com (Legal Name)

800 Connecticut Avenue (Home Address)

Norwalk, CT 06854 (City, State, Zip)

(203) 299-8000 (Home Phone Number)

5

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 1 of 10
E-Commerce

Customer Number: 184555
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com                             SID:    L7U

        dba:    Priceline.com/Novus                              ARC:    9965578

        Address:    8 New England Executive Park

        City:    Burlington                              State:    MA                             Zip:     01803

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
2	56K Frame Circuts	$	420.00			$	840.00	$	0.00
2	Pentium 400 GW/WS	$	180.00	$	960.00	$	360.00	$	1,920.00
1	TI 895 Printer	$	75.00	$	550.00	$	75.00	$	550.00
1	TI 1600 ATB Printer	$	195.00	$	3,995.00	$	195.00	$	3,995.00
						$	0.00	$	0.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	1,470.00
	Total Worldspan Equipment Value:							$	6,465.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     93 Terminal Addresses for Customer Owned Equipment $25.00 each:    $2,325.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	3,795.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 2 of 10
E-Commerce

Customer Number: 189019
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com                             SID:    QCD

        dba:    Priceline.com/Calltech                              ARC:    0750854

        Address:    4189 Arlingate Lane

        City:    Columbus            State:    OH             Zip:    43228

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
5	56K Frame Circuts	$	420.00			$	2,100.00	$	0.00
3	Pentium 300 GL FS/GW	$	75.00	$	192.00	$	225.00	$	576.00
9	Pentium 400 FS/GW	$	180.00	$	960.00	$	1,620.00	$	8,640.00
1	Genicom Printer	$	30.00	$	565.00	$	30.00	$	565.00
2	TI 885	$	50.00	$	550.00	$	100.00	$	1,100.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	4,075.00
	Total Worldspan Equipment Value:							$	10,881.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     424 Terminal Addresses for Customer Owned Equipment $25.00 each:    $10,600.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	14,675.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 3 of 10
E-Commerce

Customer Number: 198982
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com                             SID:    UTJ

        dba:    Priceline.com/Call Tech                             ARC:    0750854

        Address:    4335 Equity Drive

        City:    Columbus            State:    OH             Zip:    43228

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
5	56K Frame Circuts	$	420.00			$	2,100.00	$	0.00
9	Pentium 400 FS/GW	$	180.00	$	960.00	$	1,620.00	$	8,640.00
3	Pentium 300 FS/GW	$	75.00	$	192.00	$	225.00	$	576.00
2	TI 885	$	50.00	$	550.00	$	100.00	$	1,100.00
1	Genicom Printer	$	30.00	$	565.00	$	30.00	$	565.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	4,075.00
	Total Worldspan Equipment Value:							$	10,881.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     424 Terminal Addresses for Customer Owned Equipment $25.00 each:    $10,600.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	14,675.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 4 of 10
E-Commerce

Customer Number: 189352
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com/Exodus Communications                             SID:    RUC

        dba:    Priceline.com/Exodus Communications                             ARC:    9968651

        Address:    34 Exchange Place—Harborside

        City:    Jersey City                             State:    NJ                              Zip:    07311

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
2	T1 Data Circuts	$	1,035.00			$	2,070.00	$	0.00
1	Gateway	$	180.00	$	960.00	$	180.00	$	960.00
						$	0.00	$	0.00
						$	0.00	$	0.00
						$	0.00	$	0.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	2,250.00
	Total Worldspan Equipment Value:							$	960.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     2079 Terminal Addresses for Customer Owned Equipment $25.00 each:    $51,975.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	54,225.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 5 of 10
E-Commerce

Customer Number: 300982
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Pricline Europe                             SID:    2RD

        dba:    Priceline Europe                             ARC:    9126970

        Address:    Pegasus House

        City:    Leicester            State:    UK             Zip:    EN GB LE1

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
2	64K Data Circuts	$	420.00			$	840.00	$	0.00
1	PC Gateway	$	180.00	$	960.00	$	180.00	$	960.00
1	Printer	$	50.00	$	550.00	$	50.00	$	550.00
						$	0.00	$	0.00
						$	0.00	$	0.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	1,070.00
	Total Worldspan Equipment Value:							$	1,510.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     87 Terminal Addresses for Customer Owned Equipment $25.00 each:    $2,175.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	3,245.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 6 of 10
E-Commerce

Customer Number: 300556
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline Europe                             SID:    U6T

        dba:    Priceline Europe                             ARC:    9903000

        Address:    C/O Equant Application Services

        City:    Godalming            State:    UK        Zip:     EN GB GU7

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit	Total Monthly Fee		Total Equipment Value
1	64K Data Circut	$	420.00		$	420.00	$	0.00
					$	0.00	$	0.00
					$	0.00	$	0.00
					$	0.00	$	0.00
					$	0.00	$	0.00
	Total Monthly Worldspan Equipment Lease Standard Fee:				$	420.00
	Total Worldspan Equipment Value:						$	0.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     101 Terminal Addresses for Customer Owned Equipment $25.00 each:    $2,525.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	2,945.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 7 of 10
E-Commerce

Customer Number: 504831
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com                             SID:    ET1

        dba:    Hutchinson—Priceline, Ltd                             ARC:    9908001

        Address:    2/F Somerset House

        City:    Quary Bay, Hong Kong                             State:                                  Zip:    

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit	Total Monthly Fee		Total Equipment Value
1	64K Data Circut	$	420.00		$	420.00	$	0.00
					$	0.00	$	0.00
					$	0.00	$	0.00
					$	0.00	$	0.00
					$	0.00	$	0.00
	Total Monthly Worldspan Equipment Lease Standard Fee:				$	420.00
	Total Worldspan Equipment Value:						$	0.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     35 Terminal Addresses for Customer Owned Equipment $25.00 each:    $875.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	1,295.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 8 of 10
E-Commerce

Customer Number: 502230
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com                             SID:    4R0

        dba:    Hutchinson—Priceline, Ltd                             ARC:    1330560

        Address:    408 Lincoln House

        City:    Quary Bay, Hong Kong                             State:                              Zip:    

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
1	64K Data Circut	$	420.00			$	420.00	$	0.00
5	IBM Celeron PCs	$	200.00	$	720.00	$	1,000.00	$	3,600.00
2	Ticket Printers	$	195.00	$	3,995.00	$	390.00	$	7,990.00
2	Invoice Printers	$	50.00	$	550.00	$	100.00	$	1,100.00
						$	0.00	$	0.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	1,910.00
	Total Worldspan Equipment Value:							$	12,690.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     35 Terminal Addresses for Customer Owned Equipment $25.00 each:    $875.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	2,785.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 9 of 10
E-Commerce

Customer Number: 501630
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com            SID:    X4W

        dba:    Priceline.com                              ARC:    0235246

        Address:    811 10^th Ave.

        City:    New York                             State:    NY                              Zip:    10019

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
4	T1 Data Circuts	$	1,035.00			$	4,140.00	$	0.00
1	IBM Celeron SW/GW PC	$	200.00	$	720.00	$	200.00	$	720.00
1	Pentium 400/64MB FS/GW	$	180.00	$	960.00	$	180.00	$	960.00
						$	0.00	$	0.00
						$	0.00	$	0.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	4,520.00
	Total Worldspan Equipment Value:							$	1,680.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     2017 Terminal Addresses for Customer Owned Equipment $25.00 each:    $50,425.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

2

C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	54,945.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

3

SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 10 of 10
E-Commerce

Customer Number: 501643
Home Customer No.: 198242

ARTICLE I.    EXHIBIT

        A.THIS is an Exhibit to the Worldspan Subscriber Entity Agreement (the "Exhibit"), by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of the Subscriber Entity Agreement dated the 1 of October, 2001.

        B.    Customer agrees to pay Worldspan charges according to the terms of the Subscriber Entity Agreements, including Exhibit(s) attached hereto and incorporated herein (the "Locations").

ARTICLE II.    EQUIPMENT, SOFTWARE, SERVICES AND FEES

        Equipment, software, and services are identified below, along with related fees:

A.    LOCATION

        "Location" means the following location for installation of the Worldspan Equipment and Software.

        Customer Legal Name:    Priceline.com                             SID:    RTJ

        dba:    Priceline.com                              ARC:    6750336

        Address:    55 Metcalfe Street

        City:    Ottawa                              State:    ON                             Zip:    K1P6 L5

        County:                                                           Telephone:

        e-mail:                                                           ERSP:

        Customer's billing information:

        Address:    same as above

        City:                             State:                              Zip:

        County:                                                           Telephone:

B.    EQUIPMENT, SOFTWARE AND SERVICES (Subject to Productivity Discount)

        1.     Booking Terminal Addresses associated with Worldspan Equipment

        2.     Worldspan Equipment

QTY	Description (If applicable, add printer functionality)	Monthly Fee Per Unit		Equipment Value Per Unit		Total Monthly Fee		Total Equipment Value
1	56K Frame Circut	$	420.00			$	420.00	$	0.00
3	Celeron 500 GW/WS	$	225.00	$	1,680.00	$	675.00	$	5,040.00
3	Datasouth 330 Printers	$	50.00	$	550.00	$	150.00	$	1,650.00
						$	0.00	$	0.00
						$	0.00	$	0.00
	Total Monthly Worldspan Equipment Lease Standard Fee:					$	1,245.00
	Total Worldspan Equipment Value:							$	6,690.00

        3.     Worldspan Software

QTY	Description	Monthly Fee Per Unit	Software Value Per Unit	Total Monthly Fee		Total Software Value
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
				$	0.00	$	0.00
	Total Monthly Worldspan Software Lease Standard Fee:			$	0.00
	Total Worldspan Software Value:					$	0.00

        4.     Worldspan Services

        Optional Services subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service, subject to discounts pursuant to Article III herein. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description	Monthly Fee Per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Total Optional Monthly Services Standard Fee:			$	0.00

        5.     11 Terminal Addresses for Customer Owned Equipment $25.00 each:    $275.00

        6.     Customer Equipment

Quantity	Description/Serial Number (Add printer functionality, if applicable)
	N/A

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C.    FEES

1.	Monthly Communication Support Standard Fee	$	0.00
2.	Wide Area Network Monthly Communication Fee:	$	0.00
3.	Customer agrees to pay Worldspan a monthly installation fee of:	$	0.00
	Total Monthly Equipment, Software, Services and Communications Support Standard Fee (Subject to Productivity Discount):	$	1,520.00

        4.     Worldspan Services—Not Subject to Productivity Discount

        Optional Services not subject to Productivity Discount may be provided by Worldspan to Customer. Customer shall be subject to Worldspan's then prevailing fees, terms and conditions for each such service. Customer may discontinue any such service with thirty (30) days' advance notice to discontinue the service.

Quantity	Description of Service	Monthly Fee per Unit	Total Monthly Fee
			$	0.00
			$	0.00
			$	0.00
			$	0.00
Optional Monthly Services Standard Fee Not Subject to Productivity Discount:			$	0.00

        5.     Installation and Additional Fees:

Installation Fee
	Customer agrees to pay Worldspan a one time installation fee of:	$	0.00
Additional Fees
	Customer agrees to pay Worldspan a one time fee of:	$	0.00
	Additional Fees may be due pursuant to one or more amendments, attachments or addenda to this Exhibit.

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SECOND AMENDMENT

TO THE

WORLDSPAN SUBSCRIBER ENTITY AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”), dated as of April 1, 2003 (the “Second Amendment Effective Date”), to the Subscriber Entity Agreement (as defined below) is by and between Worldspan, L.P. (“Worldspan”), a Delaware limited partnership with principal place of business located at 300 Galleria Parkway, N.W., Atlanta, Georgia 30339, for itself and its subsidiaries, and priceline.com Incorporated (“Priceline”), a Delaware corporation with principal place of business located at 800 Connecticut Avenue, Norwalk, Connecticut 06854, for itself, its Affiliates, and the Priceline Group.

WHEREAS, Worldspan and Priceline entered into the Worldspan Subscriber Entity Agreement dated the 1st of October, 2001 (the “Subscriber Entity Agreement”) with an effective date of October 1, 2001.

WHEREAS, Worldspan and Priceline entered into an Amendment dated the 1st of October, 2001 (the “First Amendment”) to the Subscriber Entity Agreement.

WHEREAS, Worldspan and Priceline now desire to supersede and replace the First Amendment and to further amend the Subscriber Entity Agreement as described in this Amendment.

NOW, THEREFORE, Worldspan and Priceline (each, a “Party” and collectively, the “Parties”) agree as follows:

1.First Amendment Superseded.  Effective as of the Second Amendment Effective Date, this Amendment replaces and supersedes the First Amendment, and the provisions of this Amendment, rather than the First Amendment, shall be applicable with respect to events and periods of time occurring on or after the Second Amendment Effective Date.

2.Term.  The first sentence of Article I of the Subscriber Entity Agreement is hereby deleted in its entirety and replaced with the following:

“The term of this Agreement (the “Term”) commences on April 1, 2003 and shall continue until December 31, 2007 or such earlier date upon which this Agreement may be terminated in accordance with the provisions of this Agreement, as amended.”

3.Definitions.  Each term defined in the Subscriber Entity Agreement shall have the same meaning in this Amendment, except to the extent otherwise provided herein or inconsistent with the provisions hereof.  In addition to the terms set forth below, various terms are defined in the context in which they are used in this Amendment and shall have the respective meanings there specified.  For purposes of this Amendment, each of the following terms shall have the applicable meaning specified below:

(a)“Affiliates” shall mean [**].

(b)“Airline Booking” shall mean an airline passenger Booking generated by the Priceline Group.

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(c)“Booking” shall mean a Segment properly generated by the Priceline Group through the Worldspan GDS for which Worldspan charges and collects a fee, except to the extent otherwise specified in Paragraph 41 of this Amendment.  For purposes of the Subscriber Entity Agreement, the term “Booking” shall have the same meaning as specified in the preceding sentence.

(d)“Booking Evaluation Period” shall mean each of the time periods specified below:

Booking Evaluation Period	Time Period
1	[**]
2	[**]
3	[**]
4	[**]
5	[**]

(e)“Direct Connection” shall mean a computer system that provides information about the schedules, fares, rates, and availability of the products and services of, and allows the making of reservations and the issuance of tickets for, the products and services of a particular travel supplier, whether operated by the travel supplier, its designee, or any other company that operates such a system, including, without limitation, Sabre, Galileo, Amadeus, ITA, Abacus, Infini, Axxess, Orbitz, Travelocity, or any affiliate of any of the foregoing.

(f)“ePricing” or “Power Shopper” shall mean a fares-and-pricing productivity tool that provides Priceline the ability to retrieve low-fare itinerary alternatives and confirm flights with a single command.

(g)“Opaque” shall mean an Internet-based commerce system or process for buying travel-related products or services (including, without limitation, airline tickets, hotel rooms, rental cars and vacation packages) that requires, as a condition of purchase, a non-refundable payment, guaranteed by a credit card, debit card or other payment process of the purchaser, prior to the determination of a material term of the transaction, such as the time of the service, the identity of the vendor of the product or service, or the specific manner of performing the service.

(h)“Opaque Airline Booking” shall mean an Airline Booking generated by the Priceline Group through an Opaque system or process.

(i)“Opaque Airline Segments” shall mean airline passenger Segments generated by the Priceline Group through an Opaque system or process.

(j)“Opaque Booking” shall mean a Booking generated by the Priceline Group through an Opaque system or process.

(k)“Opaque Hotel Booking” shall mean a hotel room Booking generated by the Priceline Group through an Opaque system or process.

(l)“Opaque Hotel Segments” shall mean hotel room Segments generated by the Priceline Group through an Opaque system or process.

(m)“Opaque Rental Car Booking” shall mean a rental car Booking generated by the Priceline Group through an Opaque system or process.

(n)“Opaque Rental Car Segments” shall mean rental car Segments generated by the Priceline Group through an Opaque system or process.

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(o)“Other GDS” shall mean a global distribution system operated by an entity other than Worldspan.

(p)“Priceline Group” shall mean Priceline, any entities controlled by Priceline as of the Second Amendment Effective Date, and any corporate form and entity or asset that (i) becomes controlled by Priceline after the Second Amendment Effective Date and (ii) did not have a relationship with any Other GDS or Direct Connection over the entire four (4) month period prior to the time it

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becomes controlled by Priceline.  For purposes of this definition, an entity is “controlled by” Priceline if Priceline is the “beneficial owner” (as defined in Rule 13d(3) of the Securities and Exchange Act of 1934), directly or indirectly, through one or more intermediaries, of more than 50% of the voting power of such entity.  Priceline shall act for and on behalf of the Priceline Group and all entities within the Priceline Group for all purposes relating to the Subscriber Entity Agreement, including any approval, acceptance, consent, notice, or other action required or permitted by the Subscriber Entity Agreement, and shall be responsible for the performance of all obligations of the Priceline Group hereunder and for causing each entity within the Priceline Group to comply with all applicable provisions of the Subscriber Entity Agreement.  Notwithstanding anything herein to the contrary, (x) Lowestfare.com Incorporated shall not be deemed to be part of the Priceline Group until after the Lowestfare Basic Conversion Completion Date (as defined herein), but no later than December 31, 2003, and (y) neither Hutchison-Priceline Limited nor priceline.com europe Ltd. shall be deemed to be part of the Priceline Group; provided, however, that any Segments generated by Hutchison-Priceline Limited or priceline.com europe Ltd. through the www.priceline.com website, the www.lowestfare.com website, or any successor to either of those websites, shall be deemed to be Segments generated by the Priceline Group and not Segments generated by the EU Affiliates.

(q)“Retail” shall mean a system or process for buying travel-related products or services (including, without limitation, airline tickets, hotel rooms, rental cars and vacation packages) that is not Opaque.

(r)“Retail Airline Booking” shall mean an Airline Booking generated by the Priceline Group through a Retail system or process.

(s)“Retail Airline Segments” shall mean airline passenger Segments generated by the Priceline Group through a Retail system or process.

(t)“Retail Booking” shall mean a Booking generated by the Priceline Group through a Retail system or process.

(u)“Retail Hotel Segments” shall mean hotel room Segments generated by the Priceline Group through a Retail system or process.  However, notwithstanding anything in this Amendment to the contrary, reservations for hotel rooms generated through Travelweb by means of a Retail system or process, irrespective of the entity or URL from which such reservations are generated, shall not be considered “Segments” or “Retail Hotel Segments” for purposes of this Amendment and shall be excluded from all terms of the Subscriber Entity Agreement, including this Amendment.

(v)“Retail Rental Car Booking” shall mean a rental car Booking generated by the Priceline Group through a Retail system or process.

(w)“Retail Rental Car Segments” shall mean rental car Segments generated by the Priceline Group through a Retail system or process.

(x)“Segments” shall mean (i) reservations for airline passenger flights, less cancellations prior to the date of departure, and (ii) reservations for other travel-related products and services, such as hotel rooms, rental cars, tours, and cruises, that are not canceled.  For example, except to the extent affected by cancellations, a reservation for one passenger on a direct flight constitutes one Segment, a reservation for one passenger on a round-trip consisting of two direct flights constitutes two Segments, a reservation for one passenger on a two-segment connecting flight constitutes two Segments, a reservation for two passengers on a direct flight constitutes two Segments, even if the reservations for both passengers are within the same passenger name record (“PNR”), and a reservation for a hotel room or rental car for a continuous period of multiple days (e.g., one hotel client for five continuous nights or one car client for five continuous days) constitutes one Segment.

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(y)“Worldspan System” shall mean the computerized systems, including hardware, software, data and connectivity, used by Worldspan to operate the Worldspan GDS or to otherwise provide services for the Priceline Group.

(z)“Yield” shall mean, for any type of Booking and any period of time, the amount determined by dividing (i) the total amount of booking fees paid to Worldspan by travel suppliers in connection with Bookings of that type generated by the Priceline Group during that period of time, by (ii) the number of Bookings of that type generated by the Priceline Group during that period of time.

4.Determination of Segments.  The number of Segments booked by the Priceline Group shall be determined as follows:

(a)The determination of the number of Segments booked by the Priceline Group through the Worldspan GDS shall be made solely by Worldspan from its books and records.

(b)The determination of the number of Segments booked by the Priceline Group through an Other GDS shall be made by Worldspan using industry-standard MIDT data or other industry-standard data of comparable reliability.

(c)The determination of the number of Segments booked by the Priceline Group through a Direct Connection or any other means shall be made by Priceline and reported in a manner generally accepted by the travel industry.

Promptly following the end of each calendar month during the Term, each Party shall make available to the other Party the documentation or records reasonably requested by the other Party to document and verify the number of Segments booked with respect to that month.  If either Party has any questions regarding the information provided by the other Party, the first Party will promptly notify the other Party thereof and the Parties will work together in good faith to resolve the questions and agree upon the number of Segments booked with respect to that month.

All determinations of the number of Segments booked shall be subject to the audit rights specified in the following Paragraph.

5.Audit of Segment Booking Determinations.  Either Party may, upon reasonable prior written notice to the other Party and no more than four (4) times per Booking Evaluation Period, request a meeting for the purpose of documenting and verifying the number of Segments booked by the Priceline Group.  Each Party shall be solely responsible for its costs incurred with respect to such meetings.  Each Party shall make available to the other Party the documentation or records reasonably requested by the other Party to document and verify the number of Segments booked by the Priceline Group.  In the event of any material disagreement on the number of Segments booked, either Party shall have the right to engage an independent third party (the “Auditor”) acceptable to both Parties to audit the books and records used in determining the number of Segments booked.  In the event that the Auditor discovers a discrepancy of 10% or more in either Party’s reporting of the number of Segments booked, then that Party alone shall bear the cost of such Auditor, and if the Auditor fails to discover such a discrepancy of 10% or more, then the Party engaging the Auditor alone shall bear the cost of such Auditor.  Any remaining material disagreement as to the number of Segments booked by the Priceline Group shall be resolved through the dispute resolution mechanism applicable to the Subscriber Entity Agreement.

6.Booking Obligations.  The Priceline Group shall have the following booking obligations:

(a)The Priceline Group shall, for each Booking Evaluation Period, generate through the Worldspan GDS a minimum of [**]% of the total Opaque Airline Segments and Opaque Rental Car Segments booked by the Priceline Group (through the Worldspan GDS, any Other GDS, any Direct Connection, and any other means) in the United States of America and Canada (“USA/Canada”).

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(b)The Priceline Group shall, for each Booking Evaluation Period, generate through the Worldspan GDS a minimum of [**]% of the total Retail Airline Segments and Retail Rental Car Segments booked by the Priceline Group (through the Worldspan GDS, any Other GDS, any Direct Connection, and any other means) in USA/Canada.

(c)The Priceline Group shall:

(1)For each Booking Evaluation Period, generate through the Worldspan GDS a minimum of [**]% of the total Opaque Hotel Segments booked by the Priceline Group (through Worldspan, any Other GDS, any Direct Connection, and any other means) in USA/Canada; and

(2)[**].

(d)The Priceline Group shall not be required to generate any Retail Hotel Segments through the Worldspan GDS.

(e)The Priceline Group shall convert the www.lowestfare.com website (including any successor thereto) so that:

(1)Commencing no later than [**] and until a minimum of 365 days after the date the Parties mutually confirm that such conversion with respect to [**] Segments is complete (the “Lowestfare Basic Conversion Completion Date”), the www.lowestfare.com website shall not generate through [**], any [**] Segments other than Other [**]Segments (“Basic [**] Segments”); and

(2)Commencing no later than [**] and until a minimum of 365 days after the Lowestfare Basic Conversion Completion Date, the www.lowestfare.com website shall not generate through [**], any of the following types of [**] Segments (“Other [**] Segments”):

(1)[**];

(2)[**]; and

(3)[**].

Failure by the Priceline Group to comply with this Section 6(e) shall not be deemed a breach of this Agreement.

7.Inducement Reduction Upon Failure to Meet Booking Obligation.  Notwithstanding the provisions regarding [**] Booking Inducements and [**] Booking Inducements set forth in Paragraphs 11 and 12 below, respectively, if the Priceline Group fails to comply with any of its obligations under Paragraph 6 above for any Booking Evaluation Period, then:

(a)The [**] Booking Inducements for [**] Bookings in [**] shall be reduced to [**] per [**] Booking generated during the Booking Evaluation Period for which the Priceline Group failed to comply with such obligation;

(b)The [**] Booking Inducements for [**] Bookings in [**] shall be reduced to [**] per [**] Booking generated

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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during the Booking Evaluation Period for which the Priceline Group failed to comply with such obligation; and

(c)The [**] Booking Inducement for [**] Bookings in [**] shall not be modified.

No later than thirty (30) days following the end of any Booking Evaluation Period in which the Priceline Group fails to comply with any of its obligations under Paragraph 6 above, Worldspan shall conduct a reconciliation of the inducement payments made to Priceline for the portion of that Booking Evaluation Period prior to the last calendar quarter thereof, the inducement payments owed to Priceline for the final calendar quarter of the Booking Evaluation Period, and the amount by which the total of the inducement payments already made to Priceline for that Booking Evaluation Period is greater or less than the total of the inducement payments actually owed to Priceline for that Booking Evaluation Period, after taking into account the inducement reductions described in this Paragraph.  No later than fifteen (15) days after the completion of such reconciliation, Worldspan shall notify Priceline of the payment due to or from Priceline.  The applicable Party shall make such payment no later than thirty (30) days following the giving of such notice to Priceline.  In addition, the Party to whom the payment is owed shall be entitled to set off the amount of such payment against any other amounts owed to the applicable Party.

8.Other Consequences of Failure to Meet Booking Obligation.  If the Priceline Group fails to comply with any of its obligations under Paragraph 6 above (other than subparagraph (e) thereof) in Booking Evaluation Period 1, 2, 3, or 4, then Worldspan may give the Priceline Group written notice that such an event has occurred and that Worldspan is terminating the Subscriber Entity Agreement, effective thirty (30) days from Priceline’s receipt of such notice.

Upon a termination pursuant to this Paragraph following Booking Evaluation Period 1, 2, 3, or 4 or upon a breach of a booking obligation under Paragraph 6 above (other than subparagraph (e) thereof) in Booking Evaluation Period 5, the Priceline Group shall be liable to Worldspan for liquidated damages calculated according to the formula set forth below:

Liquidated Damages =The lesser of (i) the number of Expected Bookings, multiplied by [**], or (ii) the amount, if any, that the number of actual Bookings generated by the Priceline Group through the Worldspan GDS from the Second Amendment Effective Date until the effective termination date is less than ninety million (90,000,000), multiplied by [**].  For purposes of this Amendment, “Expected Bookings” shall mean (x) the average number of Bookings made by the Priceline Group through the Worldspan GDS per month in (A) the twelve (12) months preceding the end of the applicable Booking Evaluation Period, or (B) if Worldspan has delivered a Compliance Notice to Priceline during the applicable Booking Evaluation Period, the twelve (12) months preceding the first day of the calendar month to which the Compliance Notice applies, multiplied by (y) thirty-six (36) months.  A “Compliance Notice” shall mean a notice deliverable by Worldspan to Priceline in the event that over any full calendar month of a Booking Evaluation Period, the percentage of Segments generated by the Priceline Group in the USA/Canada as calculated in accordance with Paragraph 6 (other than subparagraph 6(e) thereof), if continued at the same rate during the remainder of the Booking Evaluation Period, will result in the Priceline Group failing to comply with an obligation under Paragraph 6 above (other than subparagraph (e) thereof) in that Booking Evaluation Period.

The Parties acknowledge that the foregoing provision has been negotiated at arms length between Worldspan and Priceline and represents a reasonable measure of liquidated damages in the event of the Priceline Group’s default of the specified obligations.

9.Affiliate Booking Objective.  For each Booking Evaluation Period, Priceline shall use good-faith efforts to cause the Affiliates, as a whole, to generate through the Worldspan GDS a minimum of [**]

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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of their aggregate Segments globally.  This obligation is subject to Worldspan’s geographic and vendor-specific connectivity capabilities.  Priceline shall give Worldspan the opportunity to develop new technological capabilities in order to serve the Affiliates’ international needs.  Worldspan agrees that the failure of Priceline to meet its obligations under this Paragraph shall not (i) constitute a breach of the Subscriber Entity Agreement, (ii) constitute the default of any obligation of the Subscriber Entity Agreement, or (iii) give rise to any cause of action or claim against, or liability on the part of, Priceline for any losses or damages of any kind.  The Parties acknowledge that the foregoing provision has been negotiated at arms length between Worldspan and Priceline and represents a reasonable compromise in the event of Priceline’s failure to complete the specified obligation.

10.Affiliate International Non-Airline Booking Objective.  For each Booking Evaluation Period, Priceline shall use good-faith efforts to cause the Affiliates, as a whole, to generate through the Worldspan GDS [**] of their non-airline Segments originating in countries other than USA/Canada.  This obligation is subject to Worldspan’s geographic and vendor-specific connectivity capabilities.  Priceline shall give Worldspan the opportunity to develop new technological capabilities in order to serve the Affiliates’ international needs.  Worldspan agrees that the failure of Priceline to meet its obligations under this Paragraph shall not (i) constitute a breach of the Subscriber Entity Agreement, (ii) constitute the default of any obligation of the Subscriber Entity Agreement, or (iii) give rise to any cause of action or claim against, or liability on the part of, Priceline for any losses or damages of any kind.  The Parties acknowledge that the foregoing provision has been negotiated at arms length between Worldspan and Priceline and represents a reasonable compromise in the event of Priceline’s failure to complete the specified obligation.

11.[**].  Worldspan shall pay the following [**] Booking Inducements to Priceline for [**] Bookings generated by the Priceline Group through the Worldspan GDS in [**]:

(a)The [**] Booking Inducement for [**] Bookings in [**] during each Booking Evaluation Period shall be as follows:

Booking Evaluation Period	Inducement Per [**] Booking
1	[**]
2	[**]
3	[**]
4	[**]
5	[**]

(b)The [**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**] Booking, subject to adjustment as described in Paragraph 17(d)(3) below.

(c)The [**] Booking Inducement for [**] Bookings in [**] shall be [**] of the booking fee paid to Worldspan by the [**] supplier for the [**] Booking, subject to the provisions of Paragraph 18 below.

Payment for each calendar quarter shall be made no later than forty-five (45) days following the end of that calendar quarter, with any reconciliation, if necessary, completed after the end of the applicable Booking Evaluation Period.

12.[**] Booking Inducements.  Worldspan shall pay the following [**] Booking Inducements to Priceline for [**] Bookings generated by the Priceline Group through the Worldspan GDS in [**]:

(a)The [**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**] Booking, subject to adjustment as described in

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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Paragraph 17(d)(4) below, but not less than a minimum of [**].  In addition, Worldspan shall pay Priceline a one-time booking bonus of [**] per [**] Booking in [**] for a period of [**] months from the Second Amendment Effective Date.

(b)The [**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**] Booking, subject to adjustment as described in Paragraph 17(d)(5) below, but not less than a minimum of [**].

Payment for each calendar quarter shall be made no later than forty-five (45) days following the end of that calendar quarter, with any reconciliation, if necessary, completed after the end of the applicable Booking Evaluation Period.

13.Retail Booking Targets.  The Retail Booking target amounts (“Retail Booking Targets”) for each calendar quarter during Booking Evaluation Periods 2, 3, 4, and 5 shall be as follows:

	Booking Evaluation Period
	2	3	4	5
Q1	[**]	[**]	[**]	[**]
Q2	[**]	[**]	[**]	[**]
Q3	[**]	[**]	[**]	[**]
Q4	[**]	[**]	[**]	[**]

Provided, however, that for purposes of the conceptual “Bank Account” described in Paragraph 14 below, for any calendar quarter for which the Priceline Group generated through the Worldspan GDS at least [**] of the total number of Retail Airline Segments, Opaque Airline Segments, Retail Rental Car Segments and Opaque Rental Car Segments, as a whole, generated by the Priceline Group in USA/Canada, the Actual Retail Bookings (as defined in Paragraph 14 below) for that quarter shall be deemed to be the greater of (i) the number of Retail Bookings for that quarter, and (ii) the Retail Booking Target for that quarter.

14.Conceptual “Bank Account”.  Commencing with the first quarter of 2004, a conceptual “Bank Account” shall be established in order to track cumulative credits and debits that result from the number of Retail Bookings generated by the Priceline Group for that quarter.  The “Bank Account” shall have an initial balance of zero.

(a)For purposes of this Paragraph, the “Shortfall Factor” shall be [**] as of the Second Amendment Effective Date and may be adjusted from time to time as described in Paragraph 17(d)(4) below, but shall not be less than a minimum of [**].

(b)Promptly after the last day of each calendar quarter of Booking Evaluation Periods 2, 3, 4 and 5, the number of Retail Bookings for that calendar quarter (the “Actual Retail Bookings” for that quarter) shall be determined as discussed in Paragraph 4 above.  The “Bank Account” balance shall be increased or decreased by the dollar amount calculated by multiplying (i) the then-current Shortfall Factor, by (ii) the amount (which may be positive or negative) determined by subtracting (x) the Retail Booking Target for that quarter, from (y) the Actual Retail Bookings for that quarter.

(c)Promptly after the last day of each calendar quarter of Booking Evaluation Periods 2, 3, 4 and 5, the Parties shall make the adjustment to the “Bank Account” balance discussed in subparagraph (b) above and:

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(1)If there is a net negative balance in the “Bank Account”, then Priceline shall pay Worldspan an amount equal to the absolute value of such negative balance and the balance shall return to zero.

(2)If there is a net positive balance in the “Bank Account”, then no payment is due by either Party and (i) if the quarter in question is not the fourth quarter of [**], then the balance shall carry forward into the following calendar quarter, and (ii) if the quarter in question is the fourth quarter of [**], then the balance shall expire and be of no further effect.

15.[**] Booking Inducements.  Worldspan shall pay the following [**] Booking Inducements to Priceline for Bookings generated by the Priceline Group through the Worldspan GDS in [**]:

(a)The [**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**] Booking.

(b)The [**] Booking Inducement for [**] Bookings in [**] shall be [**] per [**] Booking.

Payment for each calendar quarter shall be made no later than forty-five (45) days following the end of that calendar quarter, with any reconciliation, if necessary, completed after the end of the applicable Booking Evaluation Period.

16.Affiliate Booking Bonus Incentives.  Provided that Priceline complies with its obligations under Paragraph 6 of this Amendment, each of the following bonus incentives will apply.

(a)In the event the Affiliates (as a whole) generate more than [**] [**] Bookings through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay Priceline an additional bonus of [**] no later than forty-five (45) days following the end of the Booking Evaluation Period.

(b)In the event the Affiliates (as a whole) generate more than [**] [**] Bookings through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay Priceline an additional bonus of [**] no later than forty-five (45) days following the end of the Booking Evaluation Period.

(c)In the event the Affiliates (as a whole) generate more than [**] [**] Bookings through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay Priceline an additional bonus of [**] no later than forty-five (45) days following the end of the Booking Evaluation Period.

(d)In the event the Affiliates (as a whole) generate more than [**] [**]Bookings through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay Priceline an additional bonus of [**] no later than forty-five (45) days following the end of the Booking Evaluation Period.

(e)In the event the Affiliates (as a whole) generate more than [**] [**] Bookings through the Worldspan GDS in any Booking Evaluation Period, Worldspan shall pay Priceline an additional bonus of [**] no later than forty-five (45) days following the end of the Booking Evaluation Period.

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(f)In the event the Affiliates (as a whole) generate more than [**] [**] Bookings through the Worldspan GDS in the time period from April 1, 2003 to [**], Worldspan shall pay Priceline an additional bonus of [**] no later than February 15, 2008.

17.Booking Fees Payable by Travel Suppliers.

(a)The Parties acknowledge that the respective Yields resulting from the following types of Bookings generated by the Priceline Group in [**] for the first calendar quarter of calendar year 2003 were as follows:

(1)The Yield for [**] Bookings was [**].

(2)The Yield for [**] Bookings was [**].

(3)The Yield for [**] Bookings was [**].

(4)The Yield for [**] Bookings was [**].

In order to reflect the impact of the increases implemented as of April 1, 2003 in its booking fees for [**] Bookings, Worldspan shall determine and notify Priceline of the Yield resulting from [**] Bookings generated in [**] for the second calendar quarter of calendar year 2003 as soon as feasible after the end of that quarter.

(b)Worldspan may adjust its booking fees to travel suppliers from time to time in accordance with the following:

(1)Worldspan shall provide Priceline with notice of any such booking fee adjustment as soon as practicable, but no later than ten (10) business days after notice to the applicable travel suppliers.

(2)Worldspan shall not implement in the second calendar quarter of calendar year 2003 any increases to its booking fees for Retail Airline Bookings other than the increases implemented as of April 1, 2003.

(3)In connection with Retail Airline Bookings, Worldspan shall charge airline suppliers in the same manner (for example, at the same pricing tier) during May and June 2003 as it did during April 2003.

(4)Except as provided in subparagraphs (2) and (3) above, there shall be no restriction on the frequency of any such booking fee adjustments.

(c)The Parties acknowledge that the inducements provided in this Amendment are dependent on Worldspan’s booking fee rates charged to travel suppliers remaining at levels comparable to the rates charged to travel suppliers as of the Second Amendment Effective Date.  In the event that (i) the average booking fee rate charged by Worldspan should decrease by [**] or more compared to the rates charged to [**] suppliers as of the Second Amendment Effective Date due to causes beyond the direct control of Worldspan or (ii) except as otherwise provided by Paragraph 17(d)(6) below, Worldspan, Priceline, and a travel supplier agree to implement a substantially modified pricing structure with respect to that travel supplier, then the Parties agree to negotiate in good faith to revise the Subscriber Entity Agreement to conform with the new industry practice.  In the event that such negotiations do not result in a modification to the Subscriber Entity Agreement, then Worldspan reserves the right (x) to eliminate the inducements provided for in this

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

11

Amendment with respect to such Bookings, or (y) to immediately terminate the Subscriber Entity Agreement in its entirety, notwithstanding any provision of the Subscriber Entity Agreement to the contrary; provided, however, that in the event that Worldspan eliminates any such inducements, Priceline shall have the right to immediately terminate the Subscriber Entity Agreement.

(d)If and when Worldspan adjusts its booking fees to travel suppliers for Bookings in [**], then the following adjustments shall be prospectively applied.

(1)[**]

(2)[**]

(3)[**]

(4)[**]

(5)[**]

(6)[**]

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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18.Minimum Worldspan Hotel Compensation.  Notwithstanding the provisions of Paragraph 11(c) above, for each Booking Evaluation Period, Worldspan shall be entitled to at least a minimum amount equal to (i) the then-current Worldspan [**] Minimum Rate described below, multiplied by (ii) the total number of [**] Bookings in [**] for that Booking Evaluation Period.  Promptly after the end of each Booking Evaluation Period, Worldspan will determine the total amount of booking fees for such [**] Bookings retained by Worldspan for such Booking Evaluation Period and, if it is less than the minimum amount described above, Priceline shall promptly pay the difference to Worldspan.

The “Worldspan [**] Minimum Rate” shall be [**] as of the Second Amendment Effective Date and may be reduced from time to time thereafter in accordance with the provisions of this Paragraph.  If Worldspan decreases the standard published booking fee it charges a [**] supplier for [**] segments generated in [**] by Worldspan subscribers other than the [**] Priceline Group (the “Non-Priceline Booking Fee” for that [**] supplier) so that the Non-Priceline Booking Fee for that [**] supplier after the decrease is less than the booking fee it charges the [**] supplier for [**] Bookings generated in [**] by the Priceline Group (the “Priceline Booking Fee” for that [**] supplier), then the then-current Worldspan [**] Minimum Rate will be reduced by an amount equal to (i)  the amount of such decrease in the Non-Priceline Booking Fee for that [**] supplier, less the amount, if any, by which (x) the Priceline Booking Fee for that [**] supplier prior to the decrease, is less than (y) the Non-Priceline Booking Fee for that [**] supplier prior to the decrease, multiplied by (ii) the percentage obtained by dividing (x) the number of [**] Bookings in [**] for that [**] supplier generated by the Priceline Group for the 12-month period preceding the decrease, by (y) the total number of [**] Bookings generated in [**] by the Priceline Group for that 12-month period.

19.Hotel Images.  The Parties shall use commercially reasonable efforts to obtain hotel images to be loaded into the Worldspan GDS.

20.ePricing.

(a)The Priceline Group shall be entitled to [**] Power Shopper queries for each Booking at [**].  If the number of Power Shopper queries from the Priceline Group in any calendar month is more than [**] times the number of Bookings for that month, then Priceline shall pay [**] for each such excess Power Shopper query.  Worldspan will provide to the Priceline Group a “less edited” Power Shopper response, reasonably acceptable to Priceline, that will allow as many as [**] to [**] itinerary alternatives to be retrieved in response to each Power Shopper query.

(b)Worldspan shall implement improvements to its ePricing functionality in accordance with Attachment B to this Amendment.

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(c)Worldspan shall devote appropriate time and resources and otherwise use commercially reasonable efforts to cause its ePricing functionality to be competitive in the performance of services provided by Other GDSs (including, without limitation, [**]), in terms of, for example, and not by way of limitation, cost, availability services and scope of commands.

21.Low Cost Carrier Participation.  Worldspan will provide the Priceline Group with access to any low cost carrier (i.e., an air carrier that does not participate in the Worldspan GDS and pay booking fees to Worldspan) upon mutual agreement between Worldspan, Priceline, and the low cost carrier.  In such agreements, the implementation fee for Priceline will be [**], but the low cost carrier may be subject to reasonable implementation, participation, and other fees.

22.Lowestfare Conversion Bonus.  Upon completion of the Priceline Group’s obligation to convert the www.lowestfare.com website so that it ceases generating Basic [**] Segments through [**], by no later than [**], pursuant to Paragraph 6(e)(1) above, Worldspan shall pay Priceline a one-time conversion bonus equal to [**]) per [**] Booking generated by means of the www.lowestfare.com website during the period commencing upon the Lowestfare Basic Conversion Completion Date and ending 365 days thereafter, all upon and subject to the following:

(a)Promptly after the Lowestfare Basic Conversion Completion Date, Worldspan shall pay Priceline a projected conversion bonus based upon the estimated number of [**] Bookings that will be generated by means of the www.lowestfare.com website during the 365 days following the Lowestfare Basic Conversion Completion Date.  Promptly after the end of that 365 day period, the Parties will determine the actual number of [**] Bookings generated by means of the www.lowestfare.com website during that period and the actual conversion bonus resulting from those [**] Bookings, and the applicable Party will pay to the other Party any amounts necessary to reconcile the projected conversion bonus previously paid to Priceline with the actual conversion bonus so determined.

(b)Notwithstanding the foregoing, in the event that (i) the www.lowestfare.com website has not completely ceased generating Basic [**] Segments through [**], by [**], as provided in Paragraph 6(e)(1) above or generates one or more Basic [**] Segments through [**], during the 365 day period following the Lowestfare Basic Conversion Date, or (ii) the www.lowestfare.com website has not completely ceased generating Other [**] Segments through [**], by [**], as [**] provided in Paragraph 6(e)(2) above or generates one or more Other [**] Segments [**] through [**], during the period beginning when such conversion with respect to Other [**] Segments is complete and ending 365 days following the Lowestfare Basic Conversion Date, then, in any such event, the conversion bonus described above will not be payable to Priceline and, if and to the extent already paid, will be promptly refunded to Worldspan.

23.System Usage.  The Priceline Group will use the Worldspan System, including data provided through such system, solely for the purposes of making legitimate Bookings through the Worldspan System, issuing travel documents relating to such Bookings, performing related accounting and record-keeping functions, conducting testing in accordance with the provisions of this Agreement, utilizing historical data in the ordinary course of the Priceline Group’s business, and in accordance with rules and regulations established by travel suppliers and published by Worldspan.  The Priceline Group specifically agrees that it shall not use the Worldspan System, including data provided through such system, to make bookings via any means other than the Worldspan System or to develop any of the following types of services for the purpose of reselling such services to third parties: software applications, including without limitation booking engines, corporate booking programs, fare and pricing tools, caching products, and hosting applications.  For the avoidance of doubt, the Priceline Group shall not be prohibited from using the Worldspan System, including data provided through such system, in the process of servicing a customer even in the case where the Priceline Group searches an itinerary in the Worldspan System and subsequently books such itinerary

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

14

through a Direct Connection with a supplier, provided that the Priceline Group did not, as part of the servicing of such customer, search the inventory of such supplier in the Worldspan System.

24.Marketing Incentive Program.  The letter agreement dated November 13, 2001, regarding the Marketing Incentive Program is hereby terminated.

25.Hotel Direct Connection.  If the Priceline Group intends to enter a Direct Connection relationship with one of its top ten hotel suppliers, then the Priceline Group will evaluate the cost and functionality of an outsourced Worldspan Direct Connection solution.  If the cost and functionality of such a Worldspan solution compares favorably to the cost and functionality of the other Direct Connection relationship contemplated by the Priceline Group, then the Priceline Group will use commercially reasonable efforts to employ the outsourced Worldspan Direct Connection solution instead of the other Direct Connection relationship.  The foregoing shall not be interpreted to limit in any way the ability of Priceline to generate Opaque Hotel Segments on an Other GDS in accordance with this Agreement.

26.Technology Services Agreement.  At Priceline’s request, based on its need to approximate Direct Connection economics for its major airline partners, Worldspan shall use commercially reasonable efforts to negotiate an agreement structured as a technology services agreement for the Priceline Group, which shall contain terms and conditions that are competitive with other technology services agreements that Worldspan has with its other major customers that have booking volumes and technology requirements similar to those of the Priceline Group.

27.Right of First Refusal.  Prior to entering into any arrangement with a third party to obtain any GDS or other travel technology related services that succeeds the Subscriber Entity Agreement or replaces any portion thereof during Booking Evaluation Period 5 or at the end of the Term, Priceline will provide Worldspan written notice of the proposed arrangement (an “ROFR Notice”).  It is understood, however, that no ROFR Notice shall be required in connection with arrangements with any third party for such services if and to the extent that Priceline is permitted (or, if the Subscriber Entity Agreement were still in effect, would be permitted) to engage or contract with such third party for such services under the terms of the Subscriber Entity Agreement, such as any arrangement with a third party for the generation through an Other GDS of any Segments that Priceline is not obligated to generate through the Worldspan GDS pursuant to this Amendment.  Each ROFR Notice shall include as an attachment the proposed definitive agreement pursuant to which the third party will provide the applicable services or, if such definitive agreement has not been prepared, a detailed description of the applicable services and all material terms and conditions upon which the third party will provide them; provided, however, that Priceline shall not be required to divulge to Worldspan the identity of such third party. Following receipt of an ROFR Notice that satisfies the foregoing requirements, Worldspan will have forty-five (45) days to (i) notify Priceline that Worldspan elects to provide substantially similar material services on material terms and conditions that are substantially similar to, but no less favorable to Priceline than, those described in such ROFR Notice, and (ii) provide to Priceline a proposed signed definitive agreement for such substantially similar material services on such substantially similar, but no less favorable to Priceline, material terms and conditions.  In the event Worldspan elects not to provide Priceline with such services, it shall so notify Priceline in writing as soon as practicable.  During such 45-day period, (x) Priceline shall devote sufficient commercial, technical, and legal resources to facilitate in good faith Worldspan’s evaluation of the proposed arrangement, and (y) Priceline shall not be entitled to change the material terms of such third party arrangement for purposes of this Paragraph.  Priceline shall not enter any such arrangement with a third party if Worldspan has elected to provide the services and provided to Priceline a proposed definitive agreement that meets the requirements set forth above.  If Worldspan elects not to provide the services or the 45-day period has expired without a response from Worldspan that meets the requirements set forth above, then Priceline may enter into such arrangement with the third party on terms and conditions that do not materially deviate from the terms and conditions included in the ROFR Notice to Worldspan.

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

15

28.[**] Development Hours.  The Parties acknowledge that Worldspan has previously provided consulting and development services to assist Priceline with design of [**] reports and other issues relating to the GDS, Priceline’s operations, and back-office functions.  In the event that Priceline requires additional consulting and development services beyond those provided prior to the Second Amendment Effective

Date, then, upon Priceline’s request, Worldspan shall provide qualified individuals to provide other technical services.  These services shall be charged to Priceline at the rate of [**] per person-hour or Worldspan’s then current standard rate for consulting services, whichever is higher.

29.[**] Reports.  Worldspan shall provide [**] reports to Priceline in conformity with Priceline’s reasonable design requirements.  Worldspan shall discount by [**] its fees of [**] per month for this service.

30.System Development Hours.  Worldspan shall provide, at no charge, up to [**] person-hours of annual mainframe or distributed systems development resources for Worldspan system enhancements requested by Priceline, subject to timelines as agreed by the Parties.  Priceline acknowledges that these resources have a value of [**] per year.

31.Support.  Worldspan shall make available its Executive Support Help Desk and Message Support Team to Priceline.  These groups will provide consultation relating to programming interface development and usage.

32.Web Hosting.  Should Priceline choose Worldspan to host its application and web servers at Worldspan’s data center pursuant to a separate Hosting Agreement, Worldspan shall discount its then current monthly fee for this service [**], subject to a maximum monthly discount of [**].

33.[**]

34.Service Level Agreement.  Priceline and Worldspan shall use their best efforts to negotiate a mutually acceptable service level agreement applicable to the services provided under the Subscriber Entity Agreement.  In the event that an agreement cannot be reached in such negotiations, then the Subscriber Entity Agreement shall remain in full force and effect.

35.Estimated Bookings.  No later than October 1 of each calendar year, Priceline shall provide written documentation to Worldspan of the total number of planned, budgeted and/or projected Bookings to be generated by the Priceline Group through the Worldspan GDS during the following calendar year.

36.EU Affiliate Termination.  Notwithstanding any provision of the Subscriber Entity Agreement to the contrary, solely with respect to services provided to any Affiliate located in a country of the European Union (an “EU Affiliate”), Priceline and Worldspan may at their respective discretion terminate services to such EU Affiliate without penalty on giving the other at least ninety (90) days’ prior written notice.

37.Maintenance at Locations.  The first sentence of Section 4.A. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Worldspan or its service representative will provide, at Worldspan’s expense, normal repairs and maintenance during Worldspan’s normal repair hours for the Worldspan Equipment at the Locations.

38.Equipment Relocation.  The first sentence of Section 5.C. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

16

“Customer shall give Worldspan at least thirty (30) days’ prior written notice of its request to relocate or remove the Worldspan Equipment.”

39.Equipment Relocation Fees.  Section 5.D. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Worldspan reserves the right to levy an additional charge over and above the Standard Fees for installations, relocations or removals that are requested with less than thirty (30) days’ prior written notice, or those that are requested outside of normal business hours in accordance with the Table of Services and Charges.”

40.Termination Deinstallation Fees.  Section 5.E. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Upon any termination of the Subscriber Agreement, Worldspan shall [**] for deinstallation and return of the Worldspan Equipment.”

41.EU Bookings.  Section 6.B. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“For the business activity of the EU Affiliates, “Bookings” shall mean the total of the Segments generated by EU Affiliates through the Worldspan GDS for which Worldspan charges and collects a fee, including EU Airline Bookings, EU Rail Bookings, and EU Car, Hotel, Tour, Cruise, and Ferry Bookings, each as further defined below.

1.EU Airline Bookings.  “EU Airline Bookings” shall mean those ticketed airline Segments properly booked by an EU Affiliate through the Worldspan GDS for which Worldspan charges and collects a fee, less cancellations through the Worldspan GDS prior to date of departure.  “Ticketed airline Segments” shall mean airline Segments (i) for which an EU Affiliate has issued tickets through the Worldspan GDS or (ii) for which an EU Affiliate has systematically informed Worldspan of valid ticket numbers associated with the Segments.

2.EU Rail Bookings.  “EU Rail Bookings” shall mean those ticketed rail Segments properly booked by an EU Affiliate through the Worldspan GDS for which Worldspan charges and collects a fee, less cancellations through the Worldspan GDS prior to date of departure, adjusted by any applicable correction ratios to reflect the value of those Bookings to Worldspan.  “Ticketed rail Segments” shall mean rail Segments (i) for which an EU Affiliate has issued tickets through the Worldspan GDS, (ii) for which an EU Affiliate has systematically informed Worldspan of valid travel documentation associated with the Segments, or (iii) which are not sold through the principal display of the Worldspan GDS.

3.EU Car, Hotel, Tour, Cruise, and Ferry Bookings.  “EU Car, Hotel, Tour, Cruise, and Ferry Bookings” shall mean those Segments for car, hotel, tour, cruise, and ferry services properly booked by an EU Affiliate through the Worldspan GDS for which Worldspan charges and collects a fee and which are not cancelled, adjusted by any applicable correction ratios to reflect the value of those Bookings to Worldspan.

For Bookings made by the Affiliates in countries not included in the European Union, airline Bookings mean those Segments properly booked by such Affiliates through the Worldspan GDS for which Worldspan charges and collects a fee, less cancellations through the Worldspan GDS prior to date of departure, excluding unticketed passive bookings. Car, Hotel, Tour Source, Cruise Line Source, CruiseMatch and Worldspan Travel Suppliers Bookings mean those Segments properly booked by such Affiliates through the Worldspan GDS for which Worldspan charges and collects a fee and which

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

17

are not canceled.  Customer consents to any retroactive adjustment by Worldspan of incorrect Booking counts.  The determination of the number of Bookings shall be made solely by Worldspan from its books and records, subject to Paragraph 4 of the Second Amendment to the Subscriber Entity Agreement.”

42.Worldspan GDS Modifications.  Section 6.D. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Worldspan may enhance or modify the GDS at its discretion at any time; provided, however, that any such enhancement or modification does not materially adversely affect the services provided to Customer pursuant to the Subscriber Agreement.  Worldspan reserves the right to migrate Customer to new computer reservation systems used by Worldspan.”

43.Message Limit.  Section 6.H.ii. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Message Limit:  The “Message Limit” is [**].  The total monthly permitted Messages (“Allowable Messages”) is calculated by multiplying the [**] Messages per Booking by the number of Bookings for that month.  Worldspan shall charge Customer for excess Messages at a rate of [**] per Message above the Allowable Messages for any month.”

44.Excess Message Fees.  The Excess Message Fees section of the Table of Services and Charges is hereby deleted in its entirety and replaced with the following:

“Excess Message Fees
Peak Message Rate (8am-12pm)	N	[**]
Off-Peak Rate (12pm-8am)	N	[**]”

45.Security Measures.  Section 8.D. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Each party will implement and maintain appropriate security measures for its operations in accordance with technological developments and its evolving security needs.  Those appropriate security measures for each party will include, without limitation, establishing a security policy for its computer network, preventing unauthorized access to its computer systems, implementing administrative security controls for its computing operations, installing firewalls in its communications network, protecting its computer resources from insider abuse, having appropriate administrative procedures to ensure that system access capability to its computer systems is given to only authorized users and is promptly withdrawn from terminated employees or other persons who are no longer authorized, establishing a single point of control for responses to incidents involving its security, and monitoring the effectiveness of the security of its computer network.”

46.GDS Uptime.  Section 9.A.iv. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“it will use its best efforts to maintain the uptime of the GDS.”

47.Conditional Fee Reduction.  Section 11.D. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Any reduction, waiver or discounting of any fee in the Subscriber Agreement by Worldspan is specifically conditioned upon Customer’s generation of Bookings sufficient to meet the Booking Goal to qualify for a [**] Productivity Discount under Article III.A. of the Subscriber Entity Agreement.”

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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48.Assignment of Subscriber Entity Agreement.  Section 12. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“The Subscriber Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.  However, neither party may, without the prior written consent of the other, assign or transfer the Subscriber Agreement, or any of its rights or obligations under the Subscriber Agreement, to any person or entity other than one who (i) merges, consolidates, or otherwise combines with that party or otherwise acquires all or substantially all of the operating assets of that party, and (ii) agrees or otherwise becomes legally obligated to comply with and be bound by the provisions of the Subscriber Agreement to the same extent as that party.”

49.Legal Compliance.  Section 14.A.iv. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Customer commits any material violation(s) of any laws, ordinances or regulations related to the products or services provided under the Subscriber Entity Agreement;”

50.Post-Termination Damages.  Section 14.E. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Upon any termination of the Subscriber Entity Agreement pursuant to this Section 14, as a consequence of any default as set forth herein, the non-defaulting party shall be entitled to recover its damages at law from the defaulting party, in addition to any other rights or remedies that the non-defaulting party may have at law, equity, or otherwise.”

51.Failure to Meet Booking Obligations.  Section 14.F. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“The parties acknowledge that the provisions of this Section 14 shall not apply to any failure by Customer to comply with the obligations of Paragraph 6 of the Second Amendment to the Subscriber Entity Agreement.”

52.Limitation of Liability.  Section 14. of the Standard Terms and Conditions is hereby amended to include the following new Section 14.G.:

“Notwithstanding anything in the Subscriber Entity Agreement to the contrary, Customer’s liability under this Agreement shall not exceed the lesser of (i) the number of Expected Bookings, multiplied [**] by [**], or (ii) Twenty-Five Million Dollars ($25,000,000).”

53.Non-Disclosure of Terms.  Section 17.B. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“Customer and Worldspan agree not to disclose the terms and conditions of the Subscriber Agreement without the prior written consent of the other except as required by law.  Notwithstanding the foregoing, either party may disclose the terms and conditions of the Subscriber Agreement to its attorneys and accountants who have a need to know and who are advised of such party’s obligation contained in this Section 17.B.  In addition, in the event that Customer determines that public disclosure of the Subscriber Agreement is required by the securities laws of the United States, Customer shall so notify Worldspan immediately and the parties shall confer to determine the legally permissible means to protect the competitively sensitive material set forth herein.”

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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54.Notices to Priceline.  Section 17.E. of the Subscriber Entity Agreement is hereby amended to add the following:

“Worldspan shall use reasonable business efforts to ensure that notices and communications to be served by Worldspan to Customer shall be sent to the attention of the Chief Information Officer, with a copy to the attention of Chief Operating Officer.”

55.Entire Agreement.  Section 17.H. of the Standard Terms and Conditions is hereby deleted in its entirety and replaced with the following:

“The Subscriber Agreement constitutes the full and final agreement between the parties with respect to the subject matter hereof, and unless otherwise provided, any prior agreements and understandings, whether written or oral, are hereby superseded upon the beginning of the Term of the Subscriber Agreement.  The Parties agree that all prior obligations contained in any prior agreements between Worldspan and Customer are deemed, as of the date hereof, satisfied.  Worldspan agrees that all prior thresholds pertaining to Customer incentives contained in any prior agreements between Worldspan and Customer are deemed met, as of the date hereof.  Except as provided herein, the Subscriber Agreement may not be modified, altered or amended except by agreement and/or consent by authorized representatives of both parties; provided however that the Table of Services and Charges may be modified, altered or amended by Worldspan upon thirty (30) days’ prior notice to Customer; and further provided that the Customer Equipment Support Responsibility may be modified, altered or amended by Worldspan upon notice to Customer.”

56.Continued Effectiveness of Subscriber Entity Agreement.  Except to the extent the Subscriber Entity Agreement is amended herein, the Subscriber Entity Agreement remains in full force and effect.  To the extent the terms of this Amendment are inconsistent with the terms of the Subscriber Entity Agreement, for purposes of this Amendment the terms of this Amendment shall apply.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized undersigned representatives as of the day and year first above written.

PRICELINE.COM INCORPORATED, FOR ITSELF, ITS AFFILIATES, AND THE PRICELINE GROUP:	WORLDSPAN, L.P., FOR ITSELF AND ITS SUBSIDIARIES:
By: /s/ Mitch Truwit	By: /s/ Charles J. Sullivan
(Signature)	(Signature)
(Print Name)	(Print Name)
(Title)	(Title)
(Date)	(Date)

20

ATTACHMENT A

Form of [**] Hotel Booking Fee Amendment

AMENDMENT TO THE WORLDSPAN ASSOCIATE AGREEMENT

Internet Bookings – Hotel

THIS Amendment to the Worldspan Associate Agreement dated the        of           , 2003 (“Amendment”), is by and between Worldspan, L. P., located at 300 Galleria Parkway, N. W., Atlanta, Georgia 30339 (“Worldspan’) and

Associate Legal Name:
dba:
Address:
City:	State:		Zip:
Contact Name:		Phone:
e-mail address:
Billing Address:  Same as above

(hereinafter referred to as “Associate.”)

WHEREAS, Worldspan and Associate entered into the Worldspan Agreement dated the       of,                 (the “Agreement”).

WHEREAS, Worldspan and Associate now desire to amend the Agreement.

NOW, THEREFORE, it is agreed:

PART I – REVISION OF FEES FOR SELECT ONLINE BOOKINGS:

A.For Bookings of Hotel properties represented by Associate and created via Designated Internet Agencies, as that term is defined in I.B., below, and through the Worldspan System, the following reduced fees shall apply:

	BEFORE	AFTER
Standard Booking:
AccessPlus Booking:
Source Booking:

B.For purposes of the Amendment, “Designated Internet Agencies” shall be defined to include the entities identified in the attached Exhibit “A.”

C.

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

A - 1

PART II – ASSOCIATE AGREEMENT:

Except to the extent the Agreement is amended herein, the Agreement remains in full force and effect.  To the extent the terms of this Amendment are inconsistent with the terms of the Agreement, for purposes of this Amendment the terms of this Amendment shall apply.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized undersigned representative as of the day and year first above written.

ASSOCIATE:	WORLDSPAN, L. P.:
(Associate Legal Name)
(dba)
By:	By:
(Signature)	(Signature)
(Print Name)	(Print Name)
(Title)	(Title)
(Date)	(Date)

A - 2

Exhibit “A”

FURTHER to the               ,        Amendment (“Amendment”) to the Worldspan Associate Agreement dated the       of             ,       , by and between Worldspan, LP., (“Worldspan”) and            (“Associate”), the parties agree that the term “Designated Agencies,” as used in the Amendment, shall mean the following entities:

[**]

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

A - 3

ATTACHMENT B

[**]	[**]	[**]
[**]	[**]	[**]
[**]	[**]	[**]
[**]	[**]	[**]
[**]	[**]	[**]
[**]	[**]	[**]

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

B - 1

October 1, 2003

Mr. Mitch Truwit

Executive Vice President and Chief Operating Officer

priceline.com Incorporated

800 Connecticut Ave.

Norwalk, CT 06854-9998

Re:     Second Amendment, dated the 1st of April, 2003, to the Worldspan Subscriber Entity Agreement, dated the 1st of October, 2001, between Worldspan, L.P. (“Worldspan”) and priceline.com Incorporated (“Priceline”)

Dear Mr. Truwit:

As you know, despite our diligent efforts, Worldspan has not been successful in reaching agreement with [**] upon an amendment to [**] participation agreement with Worldspan (the “Proposed [**] Amendment”) as contemplated by Section 17(d)(6) of the above-referenced Second Amendment to the Worldspan Subscriber Entity Agreement (the “Second Amendment”).

However, in an attempt to replicate the financial arrangement that was intended to result from the execution of the Proposed [**] Amendment, Worldspan and Priceline have agreed upon the following:

(1)      Worldspan will continue to charge [**] the booking fees provided for in [**] participation agreement with Worldspan (the “Current [**] Booking Fees”).

(2)      Within 45 days after the end of each calendar quarter, beginning with the fourth calendar quarter of 2003, Worldspan will determine and remit to Priceline an amount (the “[**] Rebate Amount” for that quarter) equal to the amount by which (i) the Current [**] Booking Fees paid to Worldspan by [**] for Opaque Hotel Bookings generated by the Priceline Group in USA/Canada during that quarter, are greater than (ii) the booking fees that would have been payable to Worldspan by [**] for Opaque Hotel Bookings generated by the Priceline Group in USA/Canada during that calendar quarter if the Proposed [**] Amendment had been in effect (the “Proposed [**] Booking Fees” for that quarter).  The amount of the Proposed [**] Booking Fee is $[**].

(3)      Promptly after receipt of the [**] Rebate Amount for each calendar quarter, Priceline will remit that amount to [**].

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

Mr. Mitch Truwit

October 1, 2003

Page 2

(4)      Commencing as of October 1, 2003, the Opaque Booking Inducement payable to Priceline by Worldspan for Opaque Hotel Bookings made by or on behalf of [**] will be determined on the basis of the Proposed [**] Booking Fees instead of the Current [**] Booking Fees.

Unless otherwise indicated in this letter, any term defined in the Second Amendment will have the same meaning in this letter.

If the foregoing accurately reflects the understanding and agreement between Worldspan and Priceline with respect to this matter, please have an authorized representative of Priceline sign a copy of this letter in the space provided below and return it to Worldspan.

                                                                                                Sincerely,

                                                                                                /s/ Howard Kress

                                                                                                Howard Kress

                                                                                                Vice President — Consumer e-Commerce

UNDERSTOOD AND AGREED:

priceline.com Incorporated

By:	/s/ Mitch Truwit
Title:	Executive Vice President and Chief Operating Officer

[**] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

QuickLinks

Exhibit 10.49

SUBSCRIBER ENTITY AGREEMENT E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 1 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 2 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 3 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 4 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 5 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 6 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 7 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 8 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 9 of 10 E-Commerce
SUBSCRIBER ENTITY AGREEMENT—EXHIBIT 10 of 10 E-Commerce