FIRST AMENDMENT TO DEVELOPMENT, LICENSE AND HOSTING AGREEMENT

ASP Hosting Agreement

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ORBITZ INC | NORTHWEST AIRLINES, INC.

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Title: FIRST AMENDMENT TO DEVELOPMENT, LICENSE AND HOSTING AGREEMENT
Date: 3/18/2004
Industry: SVSPER Sector: SERVIC

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Exhibit 10.12(a)

FIRST AMENDMENT TO

DEVELOPMENT, LICENSE AND HOSTING AGREEMENT

BETWEEN

NORTHWEST AIRLINES, INC. AND

ORBITZ, LLC

This First Amendment, effective as of December 30, 2003 (the "Amendment

Effective Date"), is by and between NORTHWEST AIRLINES, INC., a Minnesota

company having offices in Eagan, Minnesota,("Airline") and ORBITZ, LLC, a

Delaware limited liability company having offices in Chicago, Illinois

("Orbitz"). Airline and Orbitz may be referred to hereinafter together as the

"Parties."

WHEREAS, the Parties entered into a Development, License and Hosting

Agreement with an Effective Date of March 8, 2002 (the "Agreement"). Capitalized

terms not defined herein shall have the respective meanings ascribed to them in

the Agreement, and unless otherwise indicated, all section references are to

sections of the Agreement.

WHEREAS, the Parties are desirous of extending the Initial Term of the

Agreement through December 31, 2007.

WHEREAS, both Parties wish to accordingly modify the Agreement with

this First Amendment.

NOW, THEREFORE, the Parties agree as follows:

1. A new Section 1.34 shall be added as follows:

1.34 "Development Fee" means the fee(s) set forth in Exhibit D that

Airline will pay to Orbitz in consideration for the Development

Services.

2. A new Section 1.35 shall be added as follows:

1.35 "Development Services" means requirements development and

definition, project management, database and networking services,

migration, coding, engineering, testing, implementation, integration

and other work or services that Orbitz will provide to Airline, either

directly or through Subcontractors, pursuant to this Agreement,

including, without limitation, any Pre-Launch Development Services.

3. A new Section 1.36 shall be added as follows:

1.36 "Safe Harbor Event" means either (a) an Act of God, natural

disaster, civil disturbance, strike, labor unrest, act of war (declared

or undeclared), act of terrorism, outbreak or escalation of

hostilities, or other calamity or crisis which has a materially adverse

effect on Airline's business and the travel industry generally, or

[***].

4. The first sentence of Section 16.1 shall be replaced in its entirety

with the following:

"This Agreement shall be in effect as of the Effective Date and shall

continue through December 31, 2007 (the "Initial Term")."

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***Certain information on this page has been omitted and filed

separately with the Commission. Confidential treatment has been

requested with respect to the omitted portions.

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5. Exhibit D, Section II (Hosting and Support Fees) shall be replaced in

its entirety with the following:

II. Hosting and Support Fees:

As of the 1st day of the calendar month following the Amendment

Effective Date, Airline will pay Orbitz transaction fees based on the

following transaction pricing schedule per Ticket:

o $[***] per transaction for the 1st [***] Tickets per 12-month

calendar year period