Attached files
| file | filename |
|---|---|
| EX-10.5 - EX-10.5 - Orbitz Worldwide, Inc. | c59362exv10w5.htm |
| EX-31.2 - EX-31.2 - Orbitz Worldwide, Inc. | c59362exv31w2.htm |
| EX-32.2 - EX-32.2 - Orbitz Worldwide, Inc. | c59362exv32w2.htm |
| EX-31.1 - EX-31.1 - Orbitz Worldwide, Inc. | c59362exv31w1.htm |
| EX-32.1 - EX-32.1 - Orbitz Worldwide, Inc. | c59362exv32w1.htm |
| 10-Q - FORM 10-Q - Orbitz Worldwide, Inc. | c59362e10vq.htm |
Exhibit 10.6
PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
First Amended Pricing Schedule (UltraDirect)
NOTE: THIS FIRST AMENDED PRICING SCHEDULE SUPERCEDES AND REPLACES THE PRICING SCHEDULE BETWEEN
PEGASUS AND ORBITZ WORLDWIDE, LLC DATED AUGUST 8, 2007.
This First Amended Pricing Schedule is attached to and a part of the Master Services Agreement with
the Effective Date of August 8th, 2007, by and between Pegasus Solutions, Inc. (“Pegasus”) and
Orbitz Worldwide, LLC (“Customer”).
1. Definitions. All capitalized terms used in this First Amended Pricing Schedule but
not defined herein shall have the meanings set forth elsewhere in this Agreement. In addition,
the following definitions shall apply for purposes of this First Amended Pricing Schedule:
(a)
First Amended Pricing Schedule Effective Date means April 1, 2010.
(b) Billing Period means the period of time to which a billing statement issued by Pegasus
relates.
(c) Measured Downtime means the actual measured Downtime (as defined in the UltraDirect
Services Schedule) in any calendar month.
(d) UltraDirect Net Reservations means the number of reservations transmitted through the
UltraDirect Interface (as defined in the UltraDirect Services Schedule) during a particular
time period, less the number of cancellations of reservations transmitted through the
UltraDirect Interface during the same time period.
2. UltraDirect Transaction Related Fees.
(a) Transaction Fee. Customer shall pay to Pegasus a fee with respect to each calendar month
that is equal to the difference between:
(i) the product of (a) aggregate number of UltraDirect Shopping Requests during the
calendar month multiplied by (b) the fee amount of $(***); and
(ii) the product of: (c) aggregate number of UltraDirect Net Reservations during the
calendar month multiplied by (d) $(***).
If the differential amount after applying the calculation above is less than or equal to
$0.00, then no transaction fee is payable by Customer to Pegasus for the given
calendar month.
(b) UltraDirect Net Reservation Fee. Pegasus shall pay a Net Reservation Fee to
Customer for each Net Reservation processed during that calendar month as follows:
| Fee for each Net Reservations | ||
| Net Reservations | (pricing starts from first Net Reservation) | |
Less than 132,000
|
$(***) | |
132,001-160,000
|
$(***) | |
160,001-200,000
|
$(***) | |
More than 200,001
|
$(***) |
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3. Hotel Content Database Usage Fee. Customer shall pay to Pegasus a monthly fee as
follows:
| Trailing 12-Month Target: | Hotel Content Download Fee Per Month | |
100,000 and greater
|
$(***) per month | |
Less than 100,000
|
$(***) per month |
4. Service Level Credit/Incentive.
| (a) | If Measured Downtime is below the Downtime Commitment (as defined in Section 8(a) of the UltraDirect Services Schedule), Customer will pay Pegasus a fee (“Service Level Incentive Fee”) equal to the product of (i) the quotient (rounded down to the nearest integer) of (A) Downtime Commitment minus (B) Measured Downtime; divided by (C) (***)%; multiplied by (ii) the product of $(***) times UltraDirect Net Reservations attributable to that calendar month. [(Downtime Commitment — Measure Downtime)/(***)%) X ($(***) X UltraDirect Net Reservations)]. Notwithstanding the foregoing, if the Measured Downtime exceeds 0.10%, Pegasus will not be entitled to a Service Level Incentive Fee. | ||
| (b) | If Measured Downtime exceeds the Downtime Commitment, Pegasus will pay Customer a fee (“Service Level Credit Fee”) equal to the lesser of: |
| i. | The product of (i) (A) Measured Downtime minus (B) Downtime Commitment; divided by (C) (***)%; multiplied by (ii) the product of $(***) times UltraDirect Net Reservations attributable to that calendar month [(Measured Downtime — Downtime Commitment)/ (***)%) X ($(***) X UltraDirect Net Reservations)]; OR | ||
| ii. | The product of (i) $(***) times (ii) UltraDirect Net Reservations attributable to that calendar month/ [$(***) X UltraDirect Net Reservations]. |
In the event Customer owes Pegasus any amounts under this Agreement, Pegasus will
offset/credit the Service Level Credit Fee specified above payable by Pegasus against
any such amounts owed to Pegasus by Customer, provided that Pegasus provides Customer a
report showing complete and accurate details and calculation of the amounts payable by
Pegasus and the amounts being offset hereunder.
5. Geo Search and Geo Search Map Fees.
(a) Annual License Fee. If during any calendar year Customer utilizes the Geo Search or
Mapping functionality or an accessor of Customer’s System(s) transmits a Geo Search or
Mapping request, Customer shall pay to Pegasus an amount equal to any license fees charged
to Pegasus for such utilization or transmission with respect to such calendar year by the
third party vendor of such functionality.
(b) Per Use Fee. Customer shall pay to Pegasus a fee with respect to each Billing
Period equal to the product of (i) the sum during such Billing Period of the number of
transmissions from Customer’s System(s) of (A) Geo Search requests, plus (B) Mapping
requests, plus (C) requests to (1) pan, (2) zoom in, (3) zoom out, (4) move up, (5) move
down, (6) move right or (7) move left while viewing the response to any Mapping request;
multiplied by (ii) $(***).
(c) Change in Fees. If the per transmission amount charged to Pegasus by the third
party vendor of the Geo Search and Mapping functionality is increased, the fee paid by
Customer pursuant to paragraph 5(b) above shall be increased by the same amount.
(d) Definitions. For purposes of this paragraph, “Geo Search”, “Mapping” and
“Customer’s System(s)” have the meanings set forth in the UltraDirect Services Schedule.
6. Professional Services Fees. Customer shall pay fees to Pegasus for Pegasus’
performance of
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professional services at Pegasus’ then-standard hourly rate for such technical
and/or professional services (not to exceed $(***) per hour) as specified in the work order, statement of work or similar document
executed by Pegasus and Customer regarding the professional services performed.
7. Term. This First Amended Pricing Schedule shall be effective as of the First Amended
Pricing Schedule Effective Date and shall continue in effect thereafter with respect to each
Service that Pegasus provides pursuant to this Agreement until such time as this First Amended
Pricing Schedule has been terminated or replaced with respect to such Service. The First Amended
Pricing Schedule and the First Amended Services Schedule shall be coterminous.
8. (***)
9. Assumptions. The parties acknowledge that the commercial terms of this First Amended
Pricing Schedule were negotiated based on Customer’s distribution mix as of the First Amended
Pricing Schedule Effective Date. In the event the distribution mix materially changes, the
parties agree to conduct good faith negotiations for new commercial terms.
| PEGASUS SOLUTIONS, INC. | ORBITZ WORLDWIDE, LLC | |||||
By:
|
/s/ Richard V. Leutwyler | By: | /s/ Julie Szudarek | |||
| Name: Richard V. Leutwyler | Name: Julie Szudarek | |||||
| Title: COO | Title: VP | |||||
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