Exhibit 10.74


 


GLOBAL TELECOMMUNICATIONS

SERVICES AGREEMENT


 


by and between


 


WORLDSPAN SERVICES LIMITED


 


and


 


SOCIETE INTERNATIONALE DE

TELECOMMUNICATIONS AERONAUTIQUES


 

















 


Table
of Contents


 


	
  ARTICLE 1
  – DEFINITIONS

  	
   

  
	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions.

  	
   

  
	
   

  	
  1.2

  	
  Other Definitional
  Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 –
  PROVISION OF SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Agreement
  to Provide.

  	
   

  
	
   

  	
  2.2

  	
  Implementation.

  	
   

  
	
   

  	
  2.3

  	
  Preferred Provider
  Commitment.

  	
   

  
	
   

  	
  2.4

  	
  Orders for and
  Changes to the Services.

  	
   

  
	
   

  	
  2.5

  	
  Compatibility of WSL
  Equipment.

  	
   

  
	
   

  	
  2.6

  	
  Redesigns
  and Modifications to the Network.

  	
   

  
	
   

  	
  2.7

  	
  Training and Documentation.

  	
   

  
	
   

  	
  2.8

  	
  Access Providers.

  	
   

  
	
   

  	
  2.9

  	
  Ongoing
  Cooperation/Performance Review Board.

  	
   

  
	
   

  	
  2.10

  	
  [Intentionally Left Blank]

  	
   

  
	
   

  	
  2.11

  	
  Operations
  and Procedures Document and SITA Asset Management Database.

  	
   

  
	
   

  	
  2.12

  	
  Network/Service
  Management and Service Reports.

  	
   

  
	
   

  	
  2.13

  	
  Optimization.

  	
   

  
	
   

  	
  2.14

  	
  Contingency and Recovery.

  	
   

  
	
   

  	
  2.15

  	
  Prevention of
  Unauthorized Use.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3 – SITA STAFFING

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Adequate Personnel.

  	
   

  
	
   

  	
  3.2

  	
  Key SITA Personnel.

  	
   

  
	
   

  	
  3.3

  	
  SITA Project
  Manager and Account Manager.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 – ADDITIONAL
  SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Additional
  Services.

  	
   

  
	
   

  	
  4.2

  	
  Obligations
  with Respect to Additional Services.

  	
   

  
	
   

  	
  4.3

  	
  Discontinued
  Services.

  	
   

  
	
   

  	
  4.4

  	
  Service Upgrades.

  	
   

  
	
   

  	
  4.5

  	
  Amendments
  to Service Levels/Performance Specifications.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 – CHARGES
  AND PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Charges.

  	
   

  
	
   

  	
  5.2

  	
  Mid-Term Review.

  	
   

  
	
   

  	
  5.3

  	
  Credits for
  Delays and Interruptions.

  	
   

  
	
   

  	
  5.4

  	
  Invoices.

  	
   

  
	
   

  	
  5.5

  	
  Billing Reviews and Audits.

  	
   

  
	
   

  	
  5.6

  	
  Taxes.

  	
   

  



 


i

















 


	
  ARTICLE
  6 – CERTAIN RIGHTS AND OBLIGATIONS OF SITA AND WSL

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Third
  Party Warranties.

  	
   

  
	
   

  	
  6.2

  	
  Obligation to
  Maintain Insurance

  	
   

  
	
   

  	
  6.3

  	
  Lien Claims.

  	
   

  
	
   

  	
  6.4

  	
  Access and Security.

  	
   

  
	
   

  	
  6.5

  	
  Notification
  of Pending or Threatened Non-Performance.

  	
   

  
	
   

  	
  6.6

  	
  SITA Equipment.

  	
   

  
	
   

  	
  6.7

  	
  Content of Messages.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 –
  CONFIDENTIAL INFORMATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Definition of
  Confidential Information.

  	
   

  
	
   

  	
  7.2

  	
  Use and
  Protection of Confidential Information.

  	
   

  
	
   

  	
  7.3

  	
  Disclosure
  of Confidential Information to Employees and Others.

  	
   

  
	
   

  	
  7.4

  	
  Return
  or Destruction of Confidential Information.

  	
   

  
	
   

  	
  7.5

  	
  Waivers.

  	
   

  
	
   

  	
  7.6

  	
  Required
  Disclosure.

  	
   

  
	
   

  	
  7.7

  	
  Remedies.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8: REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Compliance
  with Laws.

  	
   

  
	
   

  	
  8.2

  	
  Regulation.

  	
   

  
	
   

  	
  8.3

  	
  Nature of Services.

  	
   

  
	
   

  	
  8.4

  	
  Good
  Faith Performance.

  	
   

  
	
   

  	
  8.5

  	
  Regulatory Reports.

  	
   

  
	
   

  	
  8.6

  	
  Non-Interference
  and Other Matters

  	
   

  
	
   

  	
  8.7

  	
  Authority and Good
  Standing.

  	
   

  
	
   

  	
  8.8

  	
  No Conflict.

  	
   

  
	
   

  	
  8.9

  	
  Valid, Binding and Enforceable.

  	
   

  
	
   

  	
  8.10

  	
  Computer
  Viruses and Interconnectivity.

  	
   

  
	
   

  	
  8.11

  	
  Quiet Enjoyment.

  	
   

  
	
   

  	
  8.12

  	
  Date Compliance

  	
   

  
	
   

  	
  8.13

  	
  [**]

  	
   

  
	
   

  	
  8.14

  	
  Exclusive
  Warranties.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9 – INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION; SOFTWARE LICENSE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Software and Data.

  	
   

  
	
   

  	
  9.2

  	
  License.

  	
   

  
	
   

  	
  9.3

  	
  Indemnification; Defense.

  	
   

  
	
   

  	
  9.4

  	
  Notices.

  	
   

  
	
   

  	
  9.5

  	
  Enjoined Use.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  10 – LIMITATION OF LIABILITY; THIRD PARTY CLAIMS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Indemnification
  of Third Party Claims.

  	
   

  
	
   

  	
  10.2

  	
  LIMITATION
  OF LIABILITY AND LIMITED WARRANTY.

  	
   

  
	
   

  	
  10.3

  	
  Liability
  Under Third Party Arrangements.

  	
   

  
					



 


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


 


ii

















 


	
  ARTICLE 11 – FORCE MAJEURE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Force Majeure
  Conditions and Effect.

  	
   

  
	
   

  	
  11.2

  	
  Duty to Mitigate.

  	
   

  
	
   

  	
  11.3

  	
  Performance Times.

  	
   

  
	
   

  	
  11.4

  	
  Substitute
  Services.

  	
   

  
	
   

  	
  11.5

  	
  Impact
  of Suspension or Termination of Affected Service Components

  	
   

  
	
   

  	
  11.6

  	
  Other Remedies.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 –
  INDEPENDENT CONTRACTOR

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 –
  TERM; TRANSITION OF SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Term of Agreement.

  	
   

  
	
   

  	
  13.2

  	
  Transitional
  Support.

  	
   

  
	
   

  	
  13.3

  	
  Hiring of Personnel.

  	
   

  
	
   

  	
  13.4

  	
  Removal of Property.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14 –
  TERMINATION AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Termination by WSL.

  	
   

  
	
   

  	
  14.2

  	
  Termination by SITA.

  	
   

  
	
   

  	
  14.3

  	
  Partial
  Discontinuance.

  	
   

  
	
   

  	
  14.4

  	
  Performance
  Pending Outcome of Disputes.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15 – MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Advertising or Publicity.

  	
   

  
	
   

  	
  15.2

  	
  Successors
  and Assigns.

  	
   

  
	
   

  	
  15.3

  	
  Assignment.

  	
   

  
	
   

  	
  15.4

  	
  Subcontracting.

  	
   

  
	
   

  	
  15.5

  	
  Notices.

  	
   

  
	
   

  	
  15.6

  	
  Governing Law.

  	
   

  
	
   

  	
  15.7

  	
  Construction.

  	
   

  
	
   

  	
  15.8

  	
  Dispute Resolution.

  	
   

  
	
   

  	
  15.9

  	
  Arbitration.

  	
   

  
	
   

  	
  15.10

  	
  Modification, Amendment, Supplement
  or Waiver.

  	
   

  
	
   

  	
  15.11

  	
  Labor Harmony Obligation.

  	
   

  
	
   

  	
  15.12

  	
  Entirety
  of Agreement.

  	
   

  
	
   

  	
  15.13

  	
  Severability.

  	
   

  
	
   

  	
  15.14

  	
  Attachments

  	
   

  
	
   

  	
  15.15

  	
  Headings of No Force or
  Effect.

  	
   

  
	
   

  	
  15.16

  	
  Survival.

  	
   

  
	
   

  	
  15.17

  	
  Counterparts.

  	
   

  
	
   

  	
  15.18

  	
  Further Assurances.

  	
   

  
	
   

  	
  15.19

  	
  Tariffs.

  	
   

  



 


iii

















 


GLOBAL TELECOMMUNICATIONS

SERVICES AGREEMENT


 


This GLOBAL TELECOMMUNICATIONS
SERVICES AGREEMENT is effective as of the     day of
                    ,
2004, by and between, SOCIETE INTERNATIONALE DE TELECOMMUNICATIONS
AERONAUTIQUES, a Belgian
cooperative with registered offices at 14, avenue Henri Matisse, 1140 Brussels,
Belgium and registered with the Registry of Companies of Brussels under the
number B 217.548, and WORLDSPAN SERVICES LIMITED, an English limited liability
company having registered offices at Axis House, 242 Bath Road, Hayes,
Middlesex UB3 5AY.


 


W I T N E S S E T H :


 


WHEREAS,
WORLDSPAN Services Limited is an Affiliate of WORLDSPAN, L.P., a member of
Societe Internationale de Telecommunications Aeronautiques by virtue of the Tel
1⁄2 Agreement, and presently takes telecommunications service from SITA for use
by its end-user population (generally the employees, contractors and agents of
WORLDSPAN Services Limited, its Affiliates, and associated travel agents), as
well as by WSL’s business partners and other entities;


 


WHEREAS,
WORLDSPAN Services Limited desires to expand WSL’s use of SITA for the
provision of domestic and international communications services designed to
meet WSL’s service level requirements (as specified herein) in a more
cost-effective manner, and, whereas, SITA desires to provide such
communications services to WSL, as more particularly described herein; and


 


WHEREAS,
the purpose of this Agreement is to set out the terms and conditions applicable
to the supply by SITA to WSL of WSL’s requirements for telecommunications
services, as more particularly described herein.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants hereinafter
contained and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1

















 


ARTICLE 1
– DEFINITIONS


 


1.1          Definitions.


 


Whenever used in this
Agreement, the capitalized words and phrases listed below shall have the
meanings given below.  Capitalized terms
not otherwise defined in this Section 1.1 (Definitions) shall have the
meanings ascribed to them elsewhere in the Articles of this Agreement or in the
Attachments to this Agreement.


 


“Access Line” means the
telecommunications capacity or facility that links an Installation Site to the
SITA Backbone Network and provides the Installation Site with access to the
SITA Backbone Network.  “Access Lines”
shall include any associated equipment that is owned by the Access Provider
that is supplying the Access Lines to link an Installation Site.  Access Lines may include international
private line circuits (“IPLCs”) used to link an Installation Site to the SITA
Backbone Network, where SITA does not operate the SITA Backbone Network within
a particular country.


 


“Access Provider” means
either SITA or a telecommunications services provider (e.g., a PTO) from which either SITA or WSL
obtains Access Lines for use in connection with or as part of the Services.


 


“Additional Service”
means a service that (a) supplements any Service or Service Component
(respectively, a “Then-Current Service” and a “Then-Current Service
Component”), (b) substitutes for any Then-Current Service or Then-Current
Service Component, or (c) is a non-standard service WSL requests SITA to
provide.  “Additional Service” includes
all material revisions, enhancements, modifications, or improvements to a
Then-Current Service or Then-Current Service Component other than a Service
Upgrade.


 


“Affiliate” of a Party
means any entity that is directly or indirectly controlling, controlled by, or
under common control with such Party, and the directors, officers, employees
and agents of all of them, when acting in their corporate capacities.  For purposes of this definition, “control”
means (a) the ownership of at least 50 percent of the equity or beneficial
interests of an entity, or (b) the right to appoint or ability to elect a
majority of the board of directors or other governing body of such entity.  “Affiliate” shall also include any other
entities that the Parties agree in writing to treat as such.


 


“Agency Direct Program”
shall have the meaning set forth in Section 2.1(g) (Agreement to Provide).


 


2

















 


“Agreement” means this
Global Telecommunications Services Agreement by and between WORLDSPAN Services
Limited and Societe Internationale de Telecommunications Aeronautiques, dated
as of the Effective Date, including all Attachments hereto and other documents
incorporated herein by reference.


 


“Assets” means SITA
Equipment, the SITA Network, WSL or WLP owned or provided equipment, and
Services Software utilized in connection with the provision of Services,
including all associated intellectual property rights embodied therein such as
patents, copyrights and trade secrets.


 


“Attachment” means any
Attachment referenced in and appended to this Agreement and made a part
hereof.  The Attachments as of the
Effective Date are as follows:


 


	
  Attachment BI

  	
   

  	
  Billing and Invoices

  
	
   

  	
   

  	
   

  
	
  Attachment IP

  	
   

  	
  Implementation/Migration
  Plan

  
	
   

  	
   

  	
   

  
	
  Attachment KP

  	
   

  	
  Key SITA Personnel

  
	
   

  	
   

  	
   

  
	
  Attachment ND

  	
   

  	
  Form of Non-Disclosure
  Agreement for Third Parties

  
	
   

  	
   

  	
   

  
	
  Attachment PS

  	
   

  	
  Professional Services
  Statement of Work for Worldspan Global IP Migration

  
	
   

  	
   

  	
   

  
	
  Attachment RC

  	
   

  	
  Charges

  
	
   

  	
   

  	
   

  
	
  Attachment SD

  	
   

  	
  Service Description and
  Network Standards

  
	
   

  	
   

  	
   

  
	
  Attachment SLA

  	
   

  	
  Service
  Levels/Performance Specifications

  
	
   

  	
   

  	
   

  
	
  Attachment TA

  	
   

  	
  WSL Top Nominated
  Accounts

  
	
   

  	
   

  	
   

  
	
  Attachment TH

  	
   

  	
  Travel Agency Normal
  Business Hours

  
	
   

  	
   

  	
   

  
	
  Attachment WF

  	
   

  	
  Worldspan Forecast

  



 


 


“Business Day” means any
day listed on Attachment TH that is not a national holiday at the affected
location.


 


3

















 


“Changes” shall have the
meaning set forth in Section 2.4(e) (Orders for and Changes to the
Services).


 


“Charges” means the rates
and charges for Services set forth in Attachment RC, as modified from time
to time as permitted under or required by this Agreement.


 


“Committed Delivery Date”
means the date set forth in Attachment IP or Attachment SLA or, if no
such date is set forth in either Attachment, the date mutually agreed upon by
WSL and SITA in accordance with Section 2.4(b) (Orders for and Changes to
the Services) for the installation of a Service Component at a particular
Installation Site.


 


“Confidential
Information” shall have the meaning set forth in Section 7.1 (Definition
of Confidential Information).


 


“Contract Year” means a
12-month period during the Term.  The
first Contract Year shall commence on the first day of the first month following
the Effective Date, and each subsequent Contract Year shall commence on a
succeeding anniversary thereof.


 


“Defaulting Party” shall
have the meaning set forth in Section 14.4(b) (Performance Pending Outcome
of Disputes).


 


“Delay” means a delay in the
implementation, completion, delivery, addition, deletion, move, or modification
of any Service or Service Component beyond the Committed Delivery Date, provided that Delay shall not include time
(a) to the extent attributable to WSL’s actions or failures to act as
required under this Agreement, including denying SITA access to an Installation
Site to the extent that the time allowed for installation is extended under
Section 6.4(c) (Access and Security); (b) that is excused under
Section 11.1 (Force Majeure Conditions
and Effect); or (c) to the extent attributable to an Access Provider
through no fault of SITA.


 


“Discontinued Service”
shall have the meaning set forth in Section 4.3 (Discontinued Services).


 


“Documentation” means
those materials in SITA’s possession (or reasonably available to SITA but not
to WSL) in hard copy or electronic form, as applicable, that are necessary for,
or useful in, WSL’s use of any Service or Services Software and that are
normally made available by SITA or through SITA (where a service or software is
obtained by SITA from a third party vendor) in the ordinary course of its
business to customers similar to or smaller than WSL in terms of annual spend
and name recognition.  Documentation
includes reference manuals and guides, operational and technical bulletins and
reports,


 


4

















 


equipment location
within Installation Sites, engineering designs/schematics of the Installation
Site configuration and of access to the SITA Backbone Network as provided to
WSL hereunder, and similar materials, but does not include the Services
Software.


 


“Due Date” shall have the
meaning set forth in Section 5.4(d) (Invoices).


 


“Effective Date” means
February 1, 2004.


 


“Executive Management”
shall have the meaning set forth in Section 15.8 (Dispute Resolution).


 


“Equant” shall have the meaning set forth
in Section 15.4.


 


“Force Majeure Conditions” shall have the
meaning set forth in Section 11.1(a) (Force
Majeure Conditions and Effect).


 


“Frame Relay Services” or
“FRS” means the specific frame relay services to be provided by SITA in
conformance with the Specifications, including Attachment SLA and
Attachment SD, in support of WSL’s data traffic requirements.


 


“Help Desk” means the
central point of support for all authorized WSL technical personnel.


 


“Initial Implementation”
shall have been the meaning set forth in Section 2.2(a) (Implementation).


 


“Initial Term” shall have
the meaning set forth in Section 13.1 (Term of Agreement).


 


“Installation Site” means
any location for which WSL orders one or more Service Components and to which
SITA provides a Service or Service Component.


 


“Intellectual Property”
means copyright, trade mark, design, patent, semi-conductor or circuit layout
rights, trade or other proprietary right or rights of registration and any
other rights in intellectual property which are recognized or protected under
law.


 


“Interruption” means the
period of time (measured in minutes) during which any Service or Service
Component fails to meet any applicable Service Level/Performance
Specification.  Interruptions shall
exclude only the following periods of time during which a Service or Service
Component is not


 


5

















 


performing in
accordance with the Service Levels/Performance Specifications:  (a) scheduled maintenance of which WSL
had been notified at least 48 hours in advance, as consented to by WSL and
which occurs outside of Normal Business Hours; (b) Force  Majeure
Conditions”; (c) for purposes of NPA only, interruptions attributable
solely to an Access Provider through no fault of SITA; (d) interruptions
which are attributable to WSL.


 


“IP VPN” means those
services provided by SITA utilizing Frame Relay access to connect to SITA’s IP
VPN service, as more fully described in the “IP VPN” Service Description in
Attachment SD.


 


“Key SITA Personnel”
means those SITA personnel dedicated to the provision of Services and
identified by title in Section 3.2 (Key SITA Personnel) or
Attachment KP.


 


“Lien Claim” shall have
the meaning set forth in Section 6.3(b) (Lien Claims).


 


“Managed DSL” shall mean
that service whereby SITA procures and provides DSL local connections into its’
Internet Protocol Service Node (“IPSN”) [termination points (nodes), as more
fully described in the “Managed DSL IPSN” Service Description in Attachment SD.


 


“Managed ISP” shall mean
any third party ISP services contracted by SITA for WSL (usually for the use of
Worldspan Owned Users) as more fully described in the “Managed ISP” Service
Description in Attachment SD.


 


“Management Point of
Demarcation” (“MPD”) means the point on each end of the Service from, but not
including, the WSL data terminal equipment (e.g.,
router, multiplexer) interface port, which point is used to define
the parties’ respective responsibilities under the Agreement.  The SITA side of the MPD is the point from
which performance of the Service Component shall be measured and SITA shall
have end-to-end transport and associated provisioning, operations, and network
management responsibilities under this Agreement.  The SITA side of the MPD may be Service-specific, but in all
cases includes the Network Termination Unit (NTU) and customer premises
equipment (e.g., router),
supplied by SITA to WSL on the WSL Installation Site in connection with the
Services, as well as the Network over which the Services are provided.  The SITA side of the MPD does not include
WSL-owned or WSL-provided data terminating equipment (e.g., router, multiplexer, etc.) on the
Installation Site, all of which are on the WSL side of the MPD.


 


“Mandatory Service
Upgrade” shall have the meaning set forth in Section 2.6 (Redesigns and
Modifications to the Network).


 


6

















 


“Modifications” shall
have the meaning set forth in Section 2.2(b) (Implementation).


 


“Monopoly Provider” shall
have the meaning set forth in Section 15.4(a) (Subcontracting).


 


“Network” means the
configuration of the SITA Backbone Network, Access Lines and SITA Equipment
used to provide the Services.


 


“Network Modification”
shall have the meaning set forth in Section 2.6 (Redesigns and
Modifications to the Network).


 


“Network Standards” means
the “ANSI”, “CCITT”, “ISO” and generally accepted airline interconnection
standards applicable to the Services and the specific standards identified on
Attachment SD.


 


“New Services” shall have
the meaning set forth in Section 2.4(a) (Orders for and Changes to the
Services).


 


“Normal Business Hours”
at an Installation Site means the standard travel agency business hours within
the applicable country, as set forth in Attachment TH, unless otherwise
agreed by the Parties in writing on a location or Installation Site specific
basis.


 


“Optional Service
Upgrade” means a Service Upgrade that WSL has the option of taking advantage of
or rejecting (i.e., that is not
mandatory to all customers of the Service).


 


“Order” shall have the
meaning set forth in Section 2.4(a) (Orders for and Changes to the
Services), and includes Standard Orders and New Orders.  Orders must be placed on a SITA Order Form,
unless otherwise agreed by the Parties in writing.


 


“Party” means either
WORLDSPAN Services Limited or Societe Internationale de Telecommunications
Aeronautiques; “Parties” means both WORLDSPAN Services Limited and Societe
Internationale de Telecommunications Aeronautiques.


 


“Preferred Provider
Commitment” shall have the meaning set forth in Section 2.3 (Preferred Provider
Commitment).


 


“PTOs” means duly
licensed or authorized public telecommunications operators (whether state
owned/controlled or privately owned/controlled).


 


7

















 


“Response Target” shall
have the meaning set forth in Section 2.4(b) (Orders for and Changes to
the Services).


 


“Revised Committed
Delivery Date” shall have the meaning set forth in Section 2.4(g).


 


“Security Requirements”
means all reasonable WSL security requirements and procedures disclosed to or
known by SITA as may be amended from time to time, including the security
requirements and procedures set forth in this Agreement.


 


“Service” or “Services”
means the communications services, for the transmission of writing, signs,
signals, pictures, sounds (excluding voice services except where SITA is
legally allowed to provide such services to its customers directly and SITA
accepts an Order for voice Services submitted by WSL), data and other
information of all kinds between the points of origin and reception of such
transmission, obtained by SITA and provided to WSL under this Agreement in
conformance with the Service Levels/Performance Specifications, including the
facilities and capacity supporting such communications services irrespective of
transmission media, protocols or technology and the management of Access
Providers.  As of the Effective Date,
the Services specifically include Frame Relay Service, X.25 Service, Managed
DSL, Managed ISP, IP VPN, associated Access Lines and all other Services
described in Attachment SD.


 


“Service Component” means
one or more elements in a communication path or connection between SITA’s MPDs
at each end of the communication path for a Service at an Installation Site.


 


“Service Credit/SCU”
shall have the meaning set forth in Section 5.3 (Credits for Delays and
Interruptions).


 


“Service Description”
means the description of each Service set forth in Attachment SD.


 


“Service
Levels/Performance Specifications” means the performance requirements set forth
in Attachment SLA, which may be modified as agreed by the Parties
(a) to incorporate any generally available service guarantee or assurance
program that is offered by SITA to commercial customers and for which WSL would
qualify, (b) on an annual basis, to reflect improvements in performance of
the Services during the preceding 12-month period, or (c) as otherwise
provided in this Agreement.  The
Parties’ representatives shall update Attachment SLA from time to time, to
add performance requirements and credits and remedies associated therewith
where a new service guarantee or assurance program supplements the performance
requirements set forth in Attachment SLA.


 


8

















 


“Service Upgrade” means
any revision, improvement, enhancement, modification or addition to a Service
or Service Component (including increases in the functionality or improvements
in performance) that is developed by or for SITA (or a SITA Agent) and is made
available by SITA to a substantial number of its commercial customers
comparable to or smaller than WSL (or implemented by SITA in the Network)
without charge.


 


“Services Software” means
software that is customarily provided by SITA as part of its standard
offering to facilitate its customers’ ability to read and manipulate SITA’s
invoices, but specifically does not include SITATEX Software and/or enhancements
thereof.


 


“Shortfall Amount” shall
have the meaning set forth in Section 2.3(c) (Preferred Provider
Commitment).


 


“SITA” means Societe
Internationale de Telecommunications Aeronautiques and those Affiliates of SITA
and SITA Agents providing any part of the Services or Service Components.


 


“SITA Agent” means any
contractor, subcontractor, supplier, materialman, laborer or other third party
that is not an Affiliate of SITA and with which SITA has contracted to be
involved in the provision of Services or Service Components but does not
include Access Providers.


 


“SITA Asset Management
Database” means a database inventorying all SITA supplied Assets located at an
Installation Site that form part of the Services or that are used in connection
with the Services.


 


“SITA Backbone Network”
means the configuration of communications capacity and equipment owned or
subcontracted and controlled, managed and maintained by SITA (excluding Access
Lines) through which SITA provides services to its customers, including
capacity and equipment provided by SITA Agents or Access Providers in
connection with the provision of Services.


 


“SITA Confidential
Information” shall have the meaning set forth in Section 7.1 (Definition
of Confidential Information).


 


“SITA Equipment” means
SITA-provided equipment (including software) that is located at an Installation
Site or connected to Access Lines in order for WSL to use a Service.


 


9

















 


“SITA Order Form” means a
completed order form, in a format to be mutually agreed upon by the Parties,
issued by an authorized representative of WSL to SITA with respect to the
provision, deletion or relocation of a Service or Service Component at a
particular Installation Site pursuant to the terms of this Agreement.


 


“SITA Personnel” means
those personnel employed by SITA (including SITA Agents) whose functions or job
assignments directly relate in whole or in part to the provision of
Services.  SITA Personnel shall include
Key SITA Personnel.


 


“SITA Services Personnel”
shall have the meaning set forth in Section 3.1 (Adequate Personnel).


 


“Specification” means any
specifically identified and measurable operational or performance requirement
for Services or Service Components imposed on SITA by this Agreement, as modified
from time to time as permitted or required under this Agreement.  Specifications include the Service
Levels/Performance Specifications, Service Description and Network Standards.


 


“Taxes” shall have the
meaning set forth in Section 5.6(a) (Taxes).


 


“Tel1⁄2 Contract” means the
agreement between SITA and WORLDSPAN Services Limited, entered into on August
5, 1992.


 


“Temporary Period of
Suspension” shall have the meaning set forth in Section 11.4 (Substitute
Services).


 


“Term” means the term of
this Agreement, as set forth in Section 13.1 (Term of Agreement).


 


“Transition Period A”
shall have the meaning set forth in Section 13.2(b) (Transitional
Support).


 


“Transition Period B”
shall have the meaning set forth in Section 13.2(c) (Transitional
Support).


 


“Worldspan Owned Users”
shall mean users designated by Worldspan (through the ordering process) as
“Worldspan Owned Users” and, as a result, are to be served under the terms of
this Agreement by SITA and invoiced to Worldspan.


 


“WSL” means WORLDSPAN
Services Limited and any WSL Affiliate that receives Services under the
Agreement.


 


10

















 


“WSL Confidential
Information” shall have the meaning set forth in Section 7.1 (Definition
of Confidential Information).


 


“WSL Purchases” means the
aggregate Charges paid by WSL to SITA for all Services obtained by WSL
(including for Worldspan Owned Users) for the applicable period, provided, however, that if SITA invoices
WSL Charges for Services obtained by WSL during the applicable Contract Year or
other applicable period after the end of such Year or period, WSL Purchases
shall be calculated after SITA has received payment of such invoices.  WSL Purchases shall be calculated prior to
the application of any Service Credits/SCUs to which WSL or SITA is entitled
under this Agreement.  WSL Purchases
shall not include Taxes.


 


“WSL
Top Nominated Accounts” means those Worldspan Owned Users set forth in
Attachment TA, as modified from time to time by WSL, provided, however, that, unless otherwise
agreed by SITA,  the number of WSL
Top Nominated Accounts may not exceed 20.


 


“15% Threshold” shall
have the meaning set forth in Section 2.4(i) (Orders for and Changes to
the Services).


 


“$” means U.S. Dollars.


 


11

















 


1.2          Other Definitional Provisions.


 


The terms defined in the
Articles of this Agreement, in the Attachments to this Agreement or in the
tariffs include the plural as well as the singular.  Unless otherwise expressly stated, the words “herein,” “hereof,”
and “hereunder” and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section, Subsection or other
subdivision.  “Article”, “Section”,
“Subsection” and “Attachment” references refer to articles, sections and
subsections of, and attachments to, this Agreement.  The words “include” and “including” shall not be construed as
terms of limitation.  Unless otherwise
expressly stated herein, the words “day,” “month,” and “year” mean,
respectively, calendar day, calendar month and calendar year, and the words
“writing” or “written” mean preserved or presented in retrievable or
reproducible form, whether electronic (except for voice mail) or hard
copy.  The word “or” shall mean “and/or”
unless the context specifically requires otherwise.  For drafting purposes, numbers between 1 and 5 are written as
“one”, “two”, “three”, “four”, and “five”. 
Numbers higher than five are denoted by their Arabic numeral (e.g., 6, 7, 8, 9, 10).  Any terms used in this Agreement for which a
definition is not expressly set forth herein shall have the customary meaning
attributed to such terms within the industry.


 


ARTICLE 2
— PROVISION OF SERVICES


 


2.1          Agreement to Provide.


 


(a)           WSL has entered into this Agreement
with SITA in order to efficiently and cost-effectively provide communications
and related Services to WSL (and for the benefit of Worldspan Owned Users
making use of the Services through WSL) within, to and from certain geographic
areas in which WSL and its associated travel agencies and other customers
operate.  SITA is prepared to provide
communications service in accordance with the terms of this Agreement.  Accordingly, subject to the terms and
conditions of this Agreement and in consideration of the payments described in
Article 5 (Charges and Payments), SITA agrees to design, operate, manage,
maintain, procure (where appropriate) and provide the Services to WSL and
Worldspan Owned Users in accordance with the Specifications.  Except as set forth herein to the contrary,
the terms and conditions of this Agreement shall not apply to services that
SITA provides to WSL as of the Effective Date under other contracts, agreements
or arrangements already in existence between the Parties.  This Agreement supersedes and replaces the
following agreements  upon the
Effective Date of the present Agreement:


 


12

















 


(i)            Agreement for Telecommunications
Services between  Worldspan, L.P.
and SITA s.c. with an effective date of 01 January 1999, as amended (known as
the “Asia PacAgreement”; and


 


(ii)           Global Telecommunications Services
Agreement between Worldspan Services Limited and SITA s.c. dated 8 May 2000,
with an effective date of 01 June 2000, as amended(known as the “Pan
EuroAgreement”).


 


(b)           Except as otherwise provided herein,
specifically, SITA shall only provide the Services in the countries/areas as
specified in Attachment RC.


 


(c)           The Charges set forth in
Attachment RC shall become effective on the first day of the first month following
the Effective Date, provided that SITA
may have up to the first day of the second monthly billing period following the
Effective Date or execution and delivery of any amendment which modifies
Attachment RC to implement such Charges in its billing systems if SITA
credits WSL on the invoice for such second monthly billing period an amount
equal to the difference between the Charges that WSL was billed for the
Services and the Charges that WSL should have been billed under this Agreement
prior to implementation of such Charges in SITA’s billing system.


 


(d)           The Services provided pursuant to
this Agreement may be connected by WSL to other services provided by SITA, or
to any services provided by WSL itself or by another vendor (“Interconnected
Services”).  To facilitate such
connection, the Services shall comply throughout the Term with the Network
Standards.  WSL shall obtain SITA’s
consent, which shall not unreasonably be withheld or delayed, before directly
connecting the Services with the Interconnected Services (i.e., connection of the Service to the
Interconnected Services without routing through WSL customer premises equipment
on the WSL side of the MPD).  SITA shall
grant such consent if the Interconnected Services meet the appropriate
technical criteria, unless such direct connection is prohibited by regulation
or law in the affected jurisdiction.


 


(e)           Subject to Section 2.3
(Preferred Provider Commitment), the fact that a Service is provided or offered
by SITA does not obligate WSL to purchase it from SITA under this Agreement or
any other agreement.  Nothing in this
Agreement creates any form of exclusive relationship between the Parties.


 


(f)            Under the terms of this Agreement,
SITA may connect WSL (and upon request by WSL, SITA may also connect Worldspan
Owned Users) to the Network, and allow WSL and such Worldspan Owned Users to
use the Services hereunder for the purpose of supporting their communication
and business requirements.  In no event
shall WSL resell the Services to such entities or the general public; provided, however, that this prohibition
shall not be


 


13

















 


deemed to prevent
WSL from providing access to, or use of, the Services by its commercial
customers as part of WSL’s provision of reservation-related services to such
customers subject in all cases to WSL’s compliance with all applicable
legislation and regulations.  WORLDSPAN
Services Limited shall remain SITA’s customer of record for Services or Service
Components provided to Worldspan Owned Users. As such, WORLDSPAN Services
Limited shall remain contractually, legally and financially responsible and
primarily liable hereunder for the performance of all obligations, fulfillment
of all terms and conditions, and payment of any charges for Services rendered
hereunder to WSL and any Worldspan Owned Users.  WSL shall place all Orders for Services provided to Worldspan
Owned Users in accordance with the ordering processes set forth in the
Agreement.  SITA shall remain
contractually, legally and financially responsible and primarily liable
hereunder to WSL for the performance of all obligations, fulfillment of all
terms and conditions and rendering of Services to Users as such Services are
provided to WSL hereunder, including, for example, in determining WSL’s
compliance with Section 2.3 (Preferred Provider Commitment), and SITA’s
compliance with the Service Levels/Performance Specifications.  In short, Service Components provided to
Worldspan Owned Users shall be treated as Service Components provided to
WSL.  To facilitate Worldspan Owned
Users’ compliance with the terms and conditions set forth in this Agreement,
SITA acknowledges and agrees that WSL may provide a copy of the Agreement to
Worldspan Owned Users, except for Attachment RC, any other information relating
to pricing, and insurance and limitation of liability provisions, subject to
Section 7.3(a)(Disclosure of Confidential Information to Employees and
Others).


 


(g)           The Parties hereby acknowledge that
they are evaluating and discussing the possible means of cooperation on an
“Agency Direct Program” whereby WSL could refer certain end-user travel agency
communications customers to SITA and SITA would contract with such travel
agencies directly for the provision of communications services.


 


(h)           Nothing contained in this Agreement
shall require any Party to take any action prohibited, or omit to take any
action required, by any agency or governmental authority of competent
jurisdiction.


 


2.2          Implementation.


 


(a)           SITA shall install the Services, and
any changes or modifications thereto, in accordance with the terms and
conditions of this Agreement.  The
Initial Implementation shall comply with and be defined by the schedule and
procedures set forth in the implementation and migration plans in
Attachment IP, at the Installation Sites set forth therein.  During Initial Implementation WSL shall not
be obligated to submit separate SITA Order Forms therefore, however, WSL must
provide SITA with a spreadsheet or other


 


14

















 


suitable
documentation that includes information required by SITA to perform the
Services at each Installation Site which comprises the Initial Installation
provided that WSL rights to change such implementation as specified in Section
2.4(e) (Orders for and Changes to the Services) shall not be waived.  Performance of the Services shall be
undertaken by SITA in cooperation with WSL and in such a manner as to minimize
disruption to WSL during service installation, operation, maintenance and
disconnection.


 


(b)           SITA and WSL shall jointly manage
WSL’s (and, at WSL’s request, the Worldspan Owned Users’),transition to certain
new services described herein from the existing legacy telecommunications
services currently provided by SITA.  The
implementation of Services and Service Components shall take place in
accordance with the schedule and procedures set forth in Attachment IP
and/or SITA Order Forms and shall be undertaken with minimal interruption in
the Service provided to WSL (or the Worldspan Owned Users).  WSL shall provide all reasonably necessary
support and provide, on a timely basis, all information reasonably requested by
SITA in respect of such implementation.


 


(c)           Throughout the Implementation, SITA
shall provide WSL with a dedicated project team in accordance with
Section 3.3(c) (SITA Project Team) until WSL is deemed to have accepted
the Services as provided in Attachment IP at the final Installation Site on
Attachment IP.


 


(d)           During all stages of the
implementation of the Services and Service Components the Parties’
representatives shall meet every two weeks to review the status of the
implementation.  SITA shall at all times
provide adequate engineering and support to work with WSL’s representatives to
successfully implement Services at the Installation Sites within the schedule
set forth in Attachment IP and to work with WSL’s representatives in
designing, implementing and ordering new designs that will be implemented on
the SITA platform.  On a weekly basis,
SITA shall supply WSL with reports measuring the progress of the implementation
against Attachment IP.  WSL may
require more frequent meetings or status reports if it reasonably believes that
SITA may either fail to meet the schedules set forth in Attachment IP or
fail to provide Services and Service Components in compliance with the Service
Levels/Performance Specifications, or both.


 


(e)           SITA’s implementation of the Services
and all Orders and Service Upgrades with respect thereto shall be performed
(i) in conformity with reasonable precautions designed to promote safety
and prevent personal injury to persons or property at each lnstallation Site,
and (ii) in such a manner as will not unreasonably delay, restrict, impose
any task, cost or obligation (other than those set forth in this Agreement), or
interfere with the operation or use of any Installation Site, except as may
have been previously agreed.


 


15

















 


(f)            If SITA is notified by WSL that its
acts or omissions to act will place WSL in violation of any insurance policy,
mortgage, lease or rules governing activity at any Installation Site, SITA
shall immediately correct or remedy any such act or omission.  Such correction or remedy shall be at no
expense or liability to SITA to the extent that such acts or omissions
complained of are compliant with the terms of this Agreement and are not
otherwise wrongful.


 


2.3          Preferred Provider Commitment.


 


(a)           By the end of each Contract Year
(commencing at the conclusion of the first full Contract Year), WSL agrees that
the total of amount of WSL Purchases for Covered Services during such Contract
Year will be at least [**]% of WSL’s total communications payables (after
application of all credits and discounts, and excluding all Taxes, governmental
charges or other charges passed through by WSL’s providers) for Covered
Services (as defined in Subsection (b) below) the in the In-Scope Regions (as
defined in Subsection (b) below (in the aggregate) (collectively, the “Covered
Payables”).


 


(b)           “Covered Services” shall include
those types of Services covered by Attachment RC – Charges, as may be updated
from time to time by agreement of the Parties, and to the extent such Services
are provided in those countries or other geographical areas designated under
Attachment RC - Charges (the “In-Scope Regions”) (e.g. IP-based Virtual Private
Network Services; Managed Digital Subscriber Line (DSL) Access and Managed
Internet Service Provider (ISP) Service; Managed Data Network (MDNS) Services
including Airline Link Control (ALC), Synchronous Data Link Control (SDLC) and
X.25 and AX.25 Services; Frame Relay and LAN Access Services, Intranet Connect
Service, ISDN and PSTN Dial Back Up Services and High Speed Data Service (HTDS)
Services) as may be updated from time to time by agreement of the Parties, or
any Additional Service or New Service purchased by WSL as a substitute for any
of the foregoing.  For purposes of
determining whether WSL delivered [**]% of the Covered Payables to SITA,
Covered Services shall exclude the following:


 


(i.)       voice services, professional or
consulting services, network management services, equipment purchases or
leases, or Internet security services; or


 


(ii.)      any service that is a Covered Service
eligible but is similar to, or a reasonable substitute for, any Service or
Service Component that is discontinued or terminated by WSL pursuant to any
section of this Agreement or any applicable tariff that permits WSL to cancel,
terminate or


 












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


 


16

















 


discontinue such Service
or Service Component for cause or without liability for early termination
charges.


 


(c)           Covered Payables include charges paid
or payable by WSL for Covered Services, whether provided by SITA or any of
SITA’s competitors including, but not limited to, long-distance suppliers,
local exchange suppliers, and PTO’s. 
However, Covered Payables shall exclude the following:


 


(i.)       any amounts WSL must pay to other
providers or carriers as the result of a contractual commitment in existence on
or before the Effective Date (as specifically identified in Attachment RC -
Charges for certain Services in certain In-Scope Countries);


 


(ii.)      any amounts due or payable by WSL for
communication related services used to support any business activity other than
WSL’s travel reservation-related business;


 


(iii.)     any amounts due or payable for alternative
or substitute services used by WSL as a replacement or temporary substitute for
any Service or Service Component experiencing an Interruption or Outage or is
unavailable to WSL due to a Force Majeure
Condition;


 


For the purpose of
determining WSL’s compliance with the Preferred Provider Commitment only, the
following shall be counted as WSL Purchases:


 


(i.)       any amounts that would have been paid to
WSL for Services or Service Components but for a Force Majeure Condition;


 


(ii.)      any amounts that would have been paid to SITA
for a Covered Service but for SITA’s failure, refusal or inability to provide
such Service or Service Component on the terms and conditions specified in this
Agreement for any reason unless SITA’s failure, refusal or inability to provide
any such Service or Service Component results from the failure of WSL to
perform any of its obligation(s) hereunder; or


 


(iii.)     any amounts that would have been paid to
SITA for a Covered Service but for WSL’s temporary suspension of the Services
in accordance with Section 2.14(b)(viii) (Contingency and Recovery) or
Section 11.4 (Substitute Services) or WSL’s use of alternative service in
accordance with Section 5.3 (Credits for Delays and Interruptions).


 


17

















 


(d)           If SITA wishes to verify WSL
compliance with the Preferred Provider Commitment, SITA may rely on the
following steps as needed for resolution of the matter: (i) first invoke the
billing dispute resolution procedure set forth in Section 5.5(b) (Audits and
inspections); (ii) next invoke the general dispute resolution procedure but not
to the point of arbitration (Section 15.8, Dispute Resolution); (iii) next seek
an audit in accordance with Subsection (e) below; and (iv) finally, invoke
arbitration Section 15.9 (Arbitration). If it is determined that WSL has not
met its Preferred Provider Commitment for the previous Contract Year, SITA
shall invoice WSL for the difference between the amount of Covered Payables
delivered to SITA and [**]% of the total Covered Payables (the “Shortfall
Amount”).  WSL agrees to pay SITA the
Shortfall Amount within 30 days of WSL’s receipt of the invoice containing the
Shortfall Amount.  To exercise this
provision, SITA must submit a written notice to WSL (at least 30 days in
advance) requesting verification of WSL compliance within 6 months following
the end of the Contract Year that is the subject of the verification.  SITA may not seek to verify WSL’s compliance
with the Preferred Provider Commitment more than once for any single Contract
Year.


 


(e)           Preferred Provider Commitment
Verification


 


(i)            Subject to WSL’s reasonable security
requirements, SITA may only employ the assistance of one of the following
entities, Arthur Andersen, KPMG International, Pricewaterhouse Coopers,
Deloitte & Touche LLP or Ernst & Young LLP, any successors thereto or,
with WSL’s consent, which shall not be unreasonably withheld, other auditors
(“SITA’s agents”) to audit WSL’s invoices related to the Covered Payables to
assess WSL’s compliance with the Preferred Provider Commitment pursuant to
Section 2.3(e).  WSL shall provide
SITA’s agents access to all information in WSL’s possession relevant to
calculating the Covered Payables, subject to the confidentiality obligations
imposed on WSL by providers of the Covered Services.  SITA shall cause any SITA agent retained for this purpose to
execute a non-disclosure agreement in favor of WSL with requirements at least
as stringent as those contained in the form of agreement set forth in
Attachment ND or such other non-disclosure agreement as the Parties
agree.  Such audit or inspection shall
take


 












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


 


18

















 


place at a time and place
agreed upon by the Parties, and shall commence no later than 30 days after
notice thereof to WSL.  SITA shall have
no right to audit WSL except through the services of a SITA agent.


 


(ii)           SITA shall provide WSL with reasonable
advance notice of any audit or inspection. 
WSL shall cooperate fully in any SITA audit or inspection, providing
SITA’s agent reasonable access to: 
(A) any and all WSL Personnel, business premises to which Covered
Services are provided and (B) WSL’s books, records and other documents
reasonably necessary to assess WSL’s compliance with the Preferred Provider
Commitment.  To the extent that the
books, records, and other documents described in the preceding sentence are
located at business premises or sites other than WSL’s facilities in its
principal place of business in the United States, WSL shall make arrangements
to provide SITA’s agent with those books, records and other documents in its
principal place of business in the United States or such other location as the
parties mutually agree.  In the event
that a SITA agent determines that its audit cannot be successfully conducted
without access to the remote locations from which Covered Services are being
provided, WSL shall provide SITA’s agent full access to the remote
locations.  WSL may redact from its
books, records and other documents provided to SITA’s agent any information
that reveals the identity or confidential information of customers or other
providers of WSL or WSL Confidential Information that is not relevant to the
purposes of the audit.


 


(iii)          Audits and inspections shall be at
SITA’s expense, subject to reimbursement by WSL for the actual costs of
conducting the audit, not to exceed $50,000, if an audit finds variances in
WSL’s performance from the Preferred Provider Commitment requirements hereof
that results in payment of a Shortfall amount by WSL.


 


(iv)          If any audit discloses a potential
Shortfall Amount, the audit results and recommendations shall be referred to
the Parties’ Project Managers for resolution. 
If the Project Managers cannot, within 30 days of their


 


19

















 


receipt of such audit,
resolve any dispute over the results of such audit and agree upon appropriate
action to be taken in light thereof, any unresolved matters shall be escalated
in accordance with Section 15.8 (Dispute Resolution) and Section 15.9
(Arbitration) for prompt resolution.


 


(v)           At no additional charge to SITA, WSL
shall:  (A) retain records and
supporting documentation sufficient to reasonably document the Covered Payables
for at least twelve months after termination or expiration of this Agreement,
and (B) upon notice from SITA, provide SITA and a SITA agent with
reasonable access to such records and documentation.


 


2.4           Orders for and Changes to the
Services.


 


(a)           Subject to the requirements of this
Agreement, WSL may at any time add, delete or relocate Services or Service
Components for which Charges are set forth in this Agreement at Installation
Sites, add Installation Sites or modify (e.g.,
by increasing or decreasing bandwidth within levels for which there are Charges
set forth in Attachment RC) such Services or Service Components (each a
“Standard Order”) by sending SITA a complete and accurate SITA Order Form in
English electronically.  Subject to the
provisions hereunder, a Standard Order (and its corresponding SITA Order Form)
shall be effective upon validation by SITA. 
No preprinted or standard terms of any such SITA Order Form (including
any references to individual circuit terms or commitments) shall be of any
force or effect nor shall any terms on the SITA Order Form supplement,
supersede or replace the terms of this Agreement.  With respect to orders for Services for which Charges are not set
forth in this Agreement, including non-standard orders for Services (e.g.,
Services in a geographic location not listed on Attachment RC) (“New
Services”), WSL may submit a SITA Order Form to SITA for such New Services
(“New Order”).  WSL may submit
non-standard orders for Services to its SITA Account Manager.  SITA shall provide WSL with information
regarding a non-standard order for Services in accordance with Article 4
(Additional Services), but in no event more than 10 Business Days after receipt
of such New Order.  The Parties shall
mutually agree upon Installation Sites, Charges (which shall reflect prices and
discounts commensurate with the overall size of the Parties’ relationship and
the savings reflected in the Charges established in this Agreement for the
Services), and any other terms, descriptions and information applicable to a
New Order, and a New Order (and its corresponding SITA Order Form) shall only
be effective when mutually agreed upon and executed by duly authorized
representatives of both SITA and WSL. 
Upon the execution of a New Order, the New Services or New Service
Components included in it shall be considered


 


20

















 


Services for all
purposes under this Agreement, including calculation of WSL Purchases, and the
provision of such New Services shall be governed by this Agreement.  SITA hereby warrants that, as of the
Effective Date, all Services identified in this Agreement are available for
purchase by WSL at the initial Installation Sites and SITA is authorized to
provide such Services in accordance with applicable regulations and law,
subject to availability, any exclusions or exceptions under applicable
regulations or law as identified in Attachment IP.  Installation intervals shall begin on the
Business Day following SITA’s acknowledgement of receipt of an accurate and
complete SITA Order Form from WSL in accordance with Section 2.4(c).  Installation Intervals shall be in
accordance with time frames set out in Attachment IP or Attachment SLA, if
applicable, or otherwise in accordance with such time frames as mutually agreed
by the parties.


 


(b)           The installation interval for any
Order shall be no longer than the period specified in Attachment IP or
Attachment SLA, as the case may be. 
Where no interval is specified in Attachment IP or
Attachment SLA, SITA shall provide WSL with its proposed installation date
within five Business Days after validation of the Order (“Response
Target”).  In the event that SITA fails
to meet the Response Target Threshold, SITA shall grant WSL the Service
Credits/SCUs as specified in Attachment SLA.  WSL and SITA shall establish an appropriate installation interval
for the Service Component (i.e.,
the Committed Delivery Date).  In the
event that SITA fails to meet the Committed Delivery Date (i.e., there is a Delay), and upon request
by WSL, SITA shall install a “Quick Start” connection (i.e. a dial solution)
where available within five (5) Business Days, at SITA’s expense.


 


(c)           SITA shall as soon as possible, but
in no event more than five Business Days after its receipt of an Order, either
acknowledge receipt of an accurate and complete SITA Order Form or inform WSL
whether the Order is inaccurate or incomplete. 
If SITA so notifies WSL within such five Business Day period, the
installation interval shall commence when the deficiency is cured by WSL and
the revised Order is acknowledged by SITA. 
If SITA fails to either acknowledge receipt of an accurate and complete
SITA Order Form or notify WSL within such period that the Order is incomplete
or inaccurate, the Order shall be deemed accurate and complete as of the fifth
Business Day following SITA’s receipt of the Order.  An installation is complete when the newly-installed Service
Component is deemed to be accepted by WSL in accordance with
Attachment IP.


 


(d)           Orders must be submitted
electronically by an authorized representative of WSL and will normally be
evidenced by a WSL CMF or pseudo CMF or purchase order number, provided that these requirements shall be
deemed satisfied by the “on line” entry of an order into the appropriate SITA
database by an authorized representative of WSL.  WSL shall place all Orders for Services, including those provided
to Worldspan Owned Users, from a


 


21

















 


single WSL
location, which location WSL shall designate to SITA, and which WSL may change
from time to time by written notice to SITA. 
Once an Order is submitted, SITA shall prepare the necessary
documentation, distribute such documentation to WSL and the SITA Personnel and
vendor(s) responsible for implementing the Order, execute Orders in accordance
with the Specifications, and update and maintain accurate records in all
related administrative databases.  If
SITA receives an Order in its on line database that originates from an
electronic address of an authorized WSL representative, SITA may, for purposes
of this Section 2.4(d), rely on the Order as being placed by an authorized
representative of WSL without seeking further verification that the Order was
placed by the individual from whose electronic address it originated.  SITA shall track the progress of Orders,
verify Order correctness and completion, and work with WSL to ensure billing
accuracy.  SITA shall provide
pre-designated WSL contacts with regular status reports before, during and upon
Order fulfillment.  In addition, SITA
shall provide WSL with bi-weekly Order tracking reports, which will, at a
minimum, contain the date that SITA received the Order, the Committed Delivery
Date, the status of the Order and date on which the Services or Service
Components set forth in the Order were installed and accepted in accordance
with Attachment IP, and will make available to WSL, at no additional cost, an
on line Order tracking database.


 


(e)           Subject to Subsection 2.4(g), WSL may
modify any previously accepted Order or the initial implementation of Services,
cancel, suspend or delay the implementation, deletion or relocation of any
Service or Service Component, or change Installation Sites (collectively,
“Changes”) if its business needs so require by providing SITA with written
notice thereof as soon as possible.  WSL
shall provide SITA written notice of any Changes at least five Business Days
prior to the Committed Delivery Date.


 


(f)            Within 30 days following the
Effective Date, SITA shall advise WSL of the standard configuration of the
Service (“Standard Requirements”) necessary for WSL equipment to interface
correctly with the Services, and shall advise WSL in writing within a
reasonable timeframe of any modifications to the Standard Requirements.  Where the Services at an Installation Site
are being provided using a custom configuration, SITA shall, as far in advance
of the Committed Delivery Date as is reasonably possible, advise WSL in writing
of the custom configurations necessary for WSL equipment at an Installation
Site to interface correctly with the Services. 
Notwithstanding the preceding, SITA shall not be required to provide an
on-site review of WSL equipment at each Installation Site.


 


22

















 


(g)           Prior to the Committed Delivery Date
and in conformance with Attachment IP, WSL shall prepare the Installation Sites
for the implementation of such Services and provide space, equipment, power and
outlets necessary to utilize the Services in accordance with SITA’s reasonable
requirements, which will be provided to WSL in accordance with Section 2.4(e)
above.


 


In any case in which WSL delays implementation of the
Services as described in this Section 2.4(g), the Parties shall agree upon
a “Revised Committed Delivery Date”, which date shall be as soon as reasonably
possible after the event triggering the delay, and which date shall thereafter
be treated as the Committed Delivery Date for the Service at the affected
Installation Site.  The requirements of
this Section 2.4(g) shall apply to the implementation of Services set forth in
Attachment IP and to any Order placed by WSL.


 


(h)           SITA shall provide WSL written notice
of any anticipated Delay within five Business Days prior to the Committed
Delivery Date or immediately if the Committed Delivery Date is less than five
Business Days thereafter(“SITA Delay Notice”). 
In the event that SITA fails to meet the Delay Threshold, SITA shall
grant WSL Service Credits/SCUs as specified in Attachment SLA.


 


(i)            SITA shall designate WSL as a major
account.  As such, SITA shall give the
highest priority to all expedite Orders placed by WSL and shall use good faith
and best efforts to comply with WSL’s requests for expedited handling of Orders
in those countries where expedited processes are available.  During the course of each calendar month,
WSL is entitled to designate up to 15% of all Orders placed with SITA as
expedited Orders and shall receive expedited fulfillment of such Orders at no
additional charge (the “15% Threshold”). 
In the event WSL exceeds 15% Threshold, SITA shall be entitled to
Service Credits/SCUs as set forth in Attachment SLA.  As used in this Section 2.4(i) and in Attachment SLA,
expedited fulfillment of an Order means installation of and acceptance by WSL
of the Services or Service Components on such Order within seventy-five percent
of the standard lead time to connect set forth in Attachment SLA.


 


(j)            SITA shall use all reasonable
efforts to comply with WSL’s requests for the performance of implementation
work outside of Normal Business Hours, and shall impose no additional SITA
charges, however denominated, for such implementation work, whether such work
is requested by WSL or required by SITA in order to meet Committed Delivery
Dates, provided, however, that where
WSL has requested implementation work outside of Normal Business Hours and such
work is not part of the Implementation/Migration Plan, SITA may pass through to
WSL the actual costs for work performed outside of Normal Business Hours that
SITA has paid to an Access Provider or SITA Agent to implement a Service
provided under this Agreement during such hours.


 


23

















 


2.5           Compatibility
of WSL Equipment.


 


(a)           Upon WSL’s request, SITA shall
provide WSL with the interface specifications of any Service or Service
Component available under this Agreement, and shall cooperate with WSL in
determining the compatibility of the Services with any equipment or software
that WSL proposes to use in connection therewith.


 


(b)           WSL shall be responsible for
obtaining, installing, and maintaining all equipment, software or
communications services on the WSL side of the MPD that is necessary for
interconnection with the Network or otherwise for use in conjunction with the
applicable Services.  Subject to
Section 2.6 (Redesigns and Modifications to the Network), WSL shall be
responsible for verifying that such equipment, software or services are
compatible with SITA’s requirements in effect when such equipment, software or
services are interconnected for the first time with the Network, and that they
continue to remain compatible with subsequent revision levels of SITA-provided
equipment, software and services and do not interfere with or cause damage or
loss to the Network, Services or Service Components to the extent that SITA has
previously advised WSL of the circumstances creating such interference or
causing such damage or loss.  Unless
otherwise agreed by the Parties in writing, SITA shall have no responsibility
for the availability, compatibility, operation, performance, capacity or
condition of any equipment, software or services not provided or maintained by
or through SITA under this Agreement.


 


2.6           Redesigns and Modifications to the
Network.


 


The Services shall comply
throughout the Term with the Network Standards, and SITA shall use reasonable
efforts to comply with the most recent versions of the Network Standards.  SITA shall give WSL at least 120 days’ advance
written notice of any modification or reprovisioning of the Network or any
portion thereof or the implementation of any Service Upgrade applicable to all
customers purchasing the upgraded Service (a “Mandatory Service Upgrade”) that
may either affect WSL’s receipt or use of Services provided under this
Agreement or require changes to WSL equipment, software or communications
services necessary for interconnection with the Network (a “Network
Modification”).  If any Network
Modification or Network redesigns (including any modification of the Services
Software) undertaken other than at WSL’s request or to comply with the Network
Standards (i) adversely affects any Service or Service Component(s), or
(ii) prevents any Service from meeting any Specification, and SITA fails
to cure any such consequence within 15 days after written notice from WSL
thereof, WSL may discontinue the affected Service or Service Component(s)
without liability in accordance with Section 14.3(a)(i) (Partial
Discontinuance), and the Preferred Provider Commitment shall be revised in
accordance with Section 2.3 (Preferred Provider Commitment).


 


24

















 


2.7           Training
and Documentation.


 


(a)           At no cost to WSL, SITA shall provide
reasonable and appropriate training and Documentation, if necessary, so that
WSL can effectively place orders for, monitor, manage and use the Services
provided hereunder.  WSL shall be
responsible for the cost of travel, meals and lodging associated with having
WSL personnel attend and participate in any such training programs.


 


(b)           The Charges set forth in
Attachment RC include all of the costs of training as described herein,
and up to 25 seats per year at formal training programs conducted by SITA or
for SITA’s customers.  WSL shall be
responsible for the cost of travel, meals and lodging associated with having
its personnel attend and participate in such training programs.


 


(c)           SITA shall give WSL copies of all
Documentation, including revised or updated versions of such Documentation,
when they become available.  SITA shall
provide WSL with as many copies of such Documentation as WSL reasonably
requires to meet its needs.  The
Documentation for any Service shall, in all material respects, describe and
reflect the functionality of such Service. 
All Documentation provided by SITA under this Agreement shall be
complete and accurate.  WSL may copy the
Documentation or any part thereof for WSL’s or its agents’ (provided that such
agents have entered into a non-disclosure agreement substantially in the form
of Attachment ND or such other agreement if the Parties so agree) internal
use only in connection with its operations, for back-up and for archival
purposes.


 


2.8           Access
Providers.


 


(a)           SITA’s responsibilities for Access Lines
shall consist of (i) monitoring, directing and supervising the performance
of each such Access Provider from whom it obtains service for use in connection
with the Services, including working directly with the Access Provider to
facilitate a timely installation of Access Lines; (ii) using commercially
reasonable efforts to enforce any warranties and other assurances of
performance obtained from each such Access Provider by SITA; (iii) reporting
promptly to WSL any failure of performance by any such Access Provider that
does or could reasonably be expected to affect materially and adversely WSL’s
ability to use any Services in conformity with the provisions of this
Agreement; and (iv) facilitating compliance by any such Access Provider
with applicable requirements under the Agreement.


 


25

















 


(b)           SITA shall (i) provide WSL with
project management services in connection with Services provided by SITA under
this Agreement in conjunction with Access Providers; (ii) perform all
ordering services in connection with Access Providers; and
(iii) coordinate implementation, provisioning, trouble tracking and other
matters related to the ordering, provisioning and termination of such Access
Lines.  SITA shall bill WSL for Access
Lines in accordance with the Agreement, including Section 5.4 (Invoices).


 


(c)           SITA shall procure Access Lines from
Access Provider for resale to WSL, provided,
however, that if SITA is prohibited by law or otherwise from itself
providing/reselling Access Lines to WSL in a geographic area, SITA shall, if
and as required, promptly notify WSL of such fact. Unless SITA is prohibited by
law from procuring Access Lines from an Access Provider as WSL’s agent, SITA
shall also promptly (i) provide WSL with a copy of a form letter of
agency, if any, as may be required by the Access Provider for WSL’s review and
approval, (ii) upon receipt of an executed letter of agency from WSL,
submit such letter of agency to the Access Provider, and (iii) procure
such Access Lines as WSL’s agent.  In no
event shall WSL’s provision of an executed letter of agency to SITA within 15
Business Days following SITA’s delivery of the form letter of agency to WSL be
deemed time attributable to WSL’s actions or failures to act for purposes of
calculating Delays.  SITA acknowledges
and agrees that notwithstanding any term in the form letter of agency required
by the Access Provider, SITA shall be authorized to act as WSL’s agent under
the letter of agency only to the extent necessary to perform SITA’s obligations
under this Agreement, and that it will take such actions in conformance with
this Agreement.  SITA further
acknowledges that if WSL pays the Access Provider directly, SITA will not also
collect such charges under this Agreement.


 


(d)           Upon written request by WSL and
consent by SITA, such consent not to be unreasonably withheld, SITA shall
procure Access Lines from an Access Provider of WSL’s choice PROVIDED THAT WSL
shall pay to SITA all additional incremental costs incurred by SITA resulting
from compliance with such request, including, without limitation, termination
costs of Access Providers already procured by SITA, if applicable.  Any such additional incremental costs, if
any, shall be in addition to the Charges set out in this Agreement.


 


2.9           Ongoing
Cooperation/Performance Review Board.


 


(a)           SITA and WSL shall cooperate in
planning and implementing Services provided hereunder, Additional Services,
Service Upgrades and Orders in an efficient, cost-effective manner.  Such cooperation shall include each Party’s
prompt provision to the other of any information that the other may reasonably
request to carry out its responsibilities hereunder.


 


26

















 


(b)           SITA shall invite WSL personnel to
user group meetings in Europe, the Middle East and Asia and worldwide with
SITA’s representatives and telecommunications managers and directors of other
SITA customers to review developments in services and technologies and the
impact thereof on the Services.  WSL
shall be responsible for the cost of travel, meals and lodging associated with
having its personnel attend and participate in such meetings.


 


(c)           Until the Initial Implementation of
Services is complete, the SITA Project Team Leader and thereafter SITA’s
Account Manager (“SITA Representative”), WSL’s Team Leader and such other WSL
and SITA Personnel as such persons designate shall attend monthly meetings to
review Service performance, Preferred Provider Commitment the Service
Levels/Performance Specifications, SITA’s recommendations concerning WSL’s
network design, and any anticipated Additional Services, Service Upgrades or
changes that would improve the performance of or reduce WSL’s costs for the
Services.  The SITA Representative and
WSL’s Representative shall propose any revisions that may from time to time be
justified by changes in technology and attainable performance levels.  In addition, SITA shall meet with WSL on a
quarterly basis to review commercial issues that may have arisen with respect
to the Agreement, and SITA executives shall meet quarterly with WSL executives
for a review and update of issues that have arisen with respect to any aspect
of the Agreement.


 


(d)           In no event shall either Party’s
participation in any meetings convened pursuant to this Section 2.9 be
deemed a waiver or alteration of any right or obligation imposed by this
Agreement or a commitment or undertaking to perform or assume any obligations
beyond those set forth herein.


 


2.10        [Intentionally Left Blank]


 


2.11        Operations and
Procedures Document and SITA Asset Management Database.


 


(a)           The Parties shall cooperate in the
development of a mutually acceptable Operations and Procedures Document
(including relevant material from the Attachments) that addresses service
orders, scheduling, SITA and customer communication and coordination,
procedures for consultation and prioritization of repairs in the event of
Interruptions at multiple Installation Sites, inquiries concerning the status
of reported Interruptions and Delays, training, billing, dispute resolution and
escalation and similar matters relating to the administration of this
Agreement.  The Operations and
Procedures Document shall include the addresses and telephone numbers of the
WSL and SITA Personnel responsible for the management of the Services.


 


(b)           The Operations and Procedures
Document shall be specifically adapted to WSL’s needs, and shall be updated as
necessary.  No part of or amendment to
the Operations and Procedures Document shall amend,


 


27

















 


waive or supersede
any portion of this Agreement.  SITA
shall distribute copies of the Operations and Procedures Document and all
updates thereto to those WSL employees designated by WSL and to SITA employees
responsible for performing this Agreement. 
The Operations and Procedures Document and all modifications thereto
specifically adapted or made exclusively for WSL hereunder shall be subject to
WSL’s review and prior written approval, which approval shall not be
unreasonably withheld.  The Confidential
Information and/or information proprietary to each Party incorporated into the
Operations and Procedures Document shall remain the Confidential Information
and/or proprietary information of such Party and shall not be disclosed to the
public or any third party without the written consent of the Party whose
Confidential Information and/or proprietary information might be compromised.


 


(c)           No later than 30 days after the Ready
For Services Date for Services at an Installation Site, SITA shall validate the
SITA Asset Management Database for each Installation Site.  SITA shall continuously update such database
whenever any SITA Asset is installed or removed by SITA, is the subject of a
configuration modification, or other change in location or status by SITA.  All such updates to the SITA Asset
Management Database shall be completed within two weeks of SITA’s action
affecting any SITA Asset.  SITA shall
include in the SITA Asset Management Database the same types of data SITA was
maintaining for WSL at the time of execution of this Agreement, and shall
provide WSL with copies thereof upon WSL’s request.


 


2.12        Network/Service Management and Service
Reports.


 


(a)           SITA shall provide WSL with network
management services and network management reports as described in
Attachment SLA and this Section 2.12.


 


(b)           SITA’s network management
responsibilities include:


 


(i)            Ensuring that the
initial equipment configurations on the network access device are correct based
on guidelines provided by WSL;


 


(ii)           Scheduling and
undertaking changes to Service configurations with appropriate approval from
and coordination with WSL;


 


(iii)          Establishing and operating at least one Global Customer
Service Center (“GCSC”) that shall be staffed by technically qualified and
dedicated SITA personnel to address trouble handling, fault isolation, and
escalation procedures for Interruptions. 
The GCSC shall be staffed on a 7X24-hour basis; and


 


28

















 


(iv)          Monitoring the
Network and providing remote support on a 7X24-hour basis and providing on-site
support during Normal Business Hours (and outside of Normal Business Hours upon
WSL’s written request therefor), providing single point of contact and
responsibility for end-to-end coordination of troubles, problem tracking,
escalation and resolution, and diagnostics and testing.


 


(c)           SITA shall provide management reports
on a monthly basis, which shall include information concerning (i) the
configuration of the Network, (ii) the routing of WSL’s traffic,
(iii) bandwidth utilization and propagation delay statistics as requested
by WSL to assist it in determining when to make changes to the Network to
optimize performance, (iv) the status of Orders, (v) provisioning,
maintenance incidents, outages and trouble reports, repairs, and restorations,
and (vi) network performance. Within the applicable timeframe, SITA shall
also provide such other reports as specified in Attachment SLA and this
Agreement, including under Sections 2.2(d) (Implementation), 2.4(d)
(Orders for and Changes to the Services), 2.13(a) and (b), (Optimization), and
8.5 (Regulatory Reports).  SITA shall
make all network/service management reports and statistics available to WSL on
line with an option to download such reports in read-only format at no
additional charge to WSL.  SITA shall,
upon WSL’s reasonable request, make changes and additions to the frequency,
content, format and other aspects of such reports.


 


2.13        Optimization.


 


(a)           SITA shall on an on-going basis
advise and recommend to WSL ways in which to optimize the efficiency of WSL’s
use of the Services.  The Parties shall
mutually agree on the manner in which to implement these optimization
recommendations.  SITA shall also offer
advice concerning the Services provided hereunder and their configuration as
and when WSL adds Service Components to existing Installation Sites or adds new
Installation Sites.  As requested by
WSL, but not more frequently than annually during the Term, SITA shall, at no additional
charge to WSL, review the mix and configuration of the Services based on WSL’s
expected needs for telecommunications services during the succeeding 12
months.  Based on each such review, SITA
shall make written recommendations to WSL designed to improve the efficiency
and cost-effectiveness of the Services, including bringing to WSL’s attention
any existing, planned or announced promotional offerings of SITA, Service
Upgrades or Additional Services that might be of value to WSL.  SITA shall deliver such written report to
WSL within 30 Business Days after WSL’s request for such report.  WSL shall notify SITA in writing if it
wishes to implement SITA’s recommendations (in whole or in part), which may
consist of placing an Order for Services or changes thereto in accordance with
such recommendations.


 


29

















 


(b)           SITA acknowledges WSL’s substantial
interest in deploying state-of-the-art technology that offers continually
improving performance and more efficient and cost-effective ways to meet WSL’s
telecommunications requirements.  SITA
agrees to make such technologies available to WSL on a timely basis and within
the same period that it makes the same available to comparable commercial
customers, such as in the form of Service Upgrades and Additional Services, and
to keep WSL fully apprised on an on-going basis of improvements to existing
technologies and of the expected and actual availability and implementation of
new technologies by SITA.  SITA shall
include with the annual review described in Section 2.13(a) (Optimization)
a report describing the features and functionality of new technologies that WSL
may wish to consider utilizing to meet its telecommunications needs.


 


2.14        Contingency and Recovery.


 


(a)           SITA shall cooperate with WSL in the
development, testing and execution of WSL’s contingency and disaster recovery
plans for disasters occurring at Installation Site(s) that affect WSL’s (or
Worldspan Owned Users’) ability to receive the Services.


 


(b)           For disasters or other problems
occurring within the Network or that affect SITA’s ability to provide the
Services (“Disasters”), SITA shall:


 


(i)            upon WSL’s request, reasonably
cooperate with WSL or WSL’s agents in the testing and implementation of WSL’s
contingency and Disaster recovery plans;


 


(ii)           periodically update and test the
operability of SITA’s contingency and Disaster recovery plans;


 


(iii)          perform periodic backups and maintain
recovery procedures for all network information pertaining to configuration and
network management in the event of server crashes or data corruption;


 


(iv)          certify to WSL that SITA’s contingency
and Disaster recovery plans for each of the individual Service Components
provided to WSL are fully operational at least once every 12-month period with
details of SITA’s contingency and Disaster recovery plans to be used in the
event of a Disaster within the Network;


 


(v)           upon WSL’s reasonable request, make
presentations to WSL’s Project Manager and other WSL personnel no less frequently
than annually regarding such plans;


 


30

















 


(vi)          provide WSL with high level schematic
network diagrams/engineering drawings regarding the routing of WSL traffic and
WSL dedicated circuits;


 


(vii)         promptly provide WSL with a notice of a
Disaster; and


 


(viii)        immediately implement SITA’s contingency
and Disaster recovery plans upon the occurrence of a Disaster within the
Network or that otherwise affects SITA’s ability to provide the Services.  Except for Disasters which are attributable
to WSL, SITA shall use its best commercial efforts to institute a back-up
service, at no additional cost to WSL, that meets WSL’s reasonable business
needs for the Services or Service Components at WSL Top Nominated Accounts within
10 hours of the occurrence of a Disaster but, in any event, shall restore the
Services and Service Components within 30 days of each occurrence.  If, despite its best commercial efforts,
SITA is unable to institute a back-up service in accordance with
Section 2.14(b)(viii), WSL may purchase an alternative service from an
alternative provider, and SITA shall not charge WSL to connect, commence or
terminate any alternative service obtained under this
Section 2.14(b)(viii).  If the
Services and Service Components are not restored within 30 days of the
occurrence of the Disaster, WSL shall be entitled to discontinue the affected
Service or Service Component(s) without liability in accordance with
Section 14.3(a)(i) (Partial Discontinuance).


 


2.15        Prevention
of Unauthorized Use.


 


(a)           General Abuse of Services.


 


WSL and SITA shall
reasonably cooperate in efforts to prevent and cure unauthorized use of the
Services provided hereunder by expeditiously informing each other of suspected
abuse and, when known, the identity of the responsible individuals.  SITA shall provide reasonable assistance to
WSL upon request in its efforts to minimize ongoing misuse or abuse of the
Services.


 


(b)           Cooperation in Prosecution of
Offenders.


 


SITA and WSL shall, upon
request, provide reasonable assistance to each other in the preparation and
presentation of relevant information to officials of any nationality or
jurisdiction for the purpose of prosecuting those


 


31

















 


individuals responsible
for the abuse or misuse of Services. 
The Parties shall also provide reasonable assistance to each other in
all legal actions that one or both of them may bring against third parties
responsible for the abuse or misuse of such Services.


 


ARTICLE 3 —
SITA STAFFING


 


3.1           Adequate
Personnel.


 


(a)           SITA shall ensure that an adequate
number of appropriately qualified and trained personnel are employed and
available at all times to provide and support WSL’s use of the Services and for
SITA to perform the Services in accordance with the terms of this Agreement
(“SITA Service Personnel”).  Upon
execution, SITA shall provide for WSL’s account the personnel in the countries
(and with the level of dedication) set forth on Attachment KP, SITA shall
designate one SITA employee located in the United Kingdom (the “Account
Manager”) to be located at the appropriate SITA office in London and shall
provide sufficient resources in other locations to serve WSL’s account.  SITA shall also designate a Business
Solutions Manager and Project Manager to serve the WSL account.  The Project Manager shall be based in the
United Kingdom and shall dedicate 100 percent of his or her working time to
servicing the needs of WSL.  The
Business Solutions Manager shall also be based in the United Kingdom and shall
be appropriately assigned to servicing the needs of WSL.  SITA shall appoint and manage the SITA
Service Personnel including such personnel as shall be reasonably necessary to
be on-site at each Installation Site. 
SITA shall notify WSL as soon as possible after dismissing or
reassigning any of the Key SITA Personnel whose normal work location is at WSL
premises.  Notwithstanding the further
terms of this Agreement and the other terms of this Section 3.1 specifically,
SITA may adjust the number and types of personnel working on the WSL account
(including Key Personnel, as outlined above and as set forth in Attachment KP
and including their level of full-time or part-time assignment to WS-related
work), provided that SITA consults with WSL prior to making SITA’s staffing
decisions concerning WSL, and provided further that SITA maintain the staffing
levels necessary to meet the requirements of this Agreement.  Accordingly, in the event that SITA wishes
to make such a staffing adjustment, SITA’s Account Manager will first discuss
the intended changes with WSL in order to reasonably take account of WSL’s
present and foreseeable future requirements in SITA’s staffing decisions. SITA
shall provide to WSL the names, addresses, phone and pager numbers for Key SITA
Personnel upon their assignment to WSL’s account.  If SITA Service Personnel are reassigned during the execution of
a special project or any Key SITA Personnel are replaced prior to the end of
the Term, SITA shall ensure a smooth transition, including cooperation between
the replaced and the newly assigned personnel or, where appropriate, an overlap
in the assignment of such


 


32

















 


personnel to
WSL.  For greater certainty the Parties
acknowledge and agree that the three WSL-dedicated project managers who will be
assigned to WSL as part of the professional project management services
directed towards the migration as described in Attachment PS and Attachment IP,
shall not be reduced for the duration of such migration project and are
therefore not subject to the consultation and staffing adjustment processes
described above in this Section.


 


(b)           WSL may notify SITA in writing,
specifying the applicable details, when it finds any SITA Personnel
unacceptable for any reason that is lawful in the subject jurisdiction,
including WSL’s determination that he or she is not qualified to perform the
work to which he or she is assigned. 
Upon receipt of such notice SITA shall, within five Business Days, review
the matter with WSL and shall take appropriate corrective action to resolve the
matter.  If the matter is not resolved
to WSL’s reasonable satisfaction within 30 days, SITA shall remove such SITA
Personnel off of WSL’s account.


 


3.2          Key SITA Personnel.


 


(a)           Upon request, WSL shall have the
right to interview and express its preferences with respect to the assignment
by SITA of any individuals to Key SITA Personnel positions, which, as of the
Effective Date, consists of the SITA Project Manager/Team Leader and any other
Key SITA Personnel as set forth in Attachment KP.  SITA agrees to accommodate WSL’s preferences, where possible, provided that doing so does not obligate
SITA to commit an unlawful act in any jurisdiction or contravene its own
employment practices and policies.  At
WSL’s request and subject to SITA’s employment practices and policies and the
applicable provisions of the collective bargaining or other agreements by which
SITA is bound and to applicable law and regulation, SITA shall provide WSL with
the resumes and work histories of Key SITA Personnel or persons whom SITA
intends to designate as Key SITA Personnel. 
WSL shall treat such work histories and resumes as SITA Confidential
Information and return such work histories and resumes to SITA, upon SITA’s
request.  SITA shall notify WSL in
advance of (and in all cases promptly upon receipt of information concerning) a
reassignment or departure of any person assigned to a Key SITA Personnel
position, so that WSL has an opportunity to exercise its interview and
preference rights with respect to the replacement.  Subject to any delays caused by WSL’s exercise of its interview
and preference rights, SITA shall promptly fill vacancies in the Key SITA Personnel
positions.


 


(b)           Prior to the latter of the end of the
12th month after the Effective Date or completion of the
Implementation Plan set forth in Attachment IP, SITA shall not, without
good cause and consistent with SITA employment policies and legal obligations,
make any substitutions or eliminate any Key SITA Personnel without WSL’s
consent, which consent shall not be unreasonably withheld, unless such
substitution or reassignment is necessitated


 


33

















 


by bona fide promotion, cause, illness, death,
termination of employment, or circumstances beyond SITA’s reasonable
control.  If any of these events shall
occur, SITA shall promptly notify WSL in writing.  After the end of the 12th month after the Effective
Date or completion of the Implementation Plan set forth in Attachment IP,
whichever occurs last, SITA shall use all reasonable efforts to minimize
substitutions or eliminations of the Key SITA Personnel.


 


3.3          SITA Project
Manager and Account Manager.


 


(a)           Subject to Section 3.3(c), the SITA
Project Manager, until the Initial Implementation is complete, and the SITA
Account Manager thereafter (“SITA Representative”) and WSL’s appointed
representative shall act as the primary liaisons between the Parties and assume
overall responsibility for the coordination and management of each Party’s
performance under this Agreement. 
During the Implementation, the SITA Project Manager shall be dedicated
to the provision of Services to WSL and during the Term, the SITA Account
Manager shall be responsible for the provision of Services to WSL (and to the
extent requested by WSL and covered by Attachment IP, to the Worldspan Owned
Users).  Unless otherwise agreed, the
SITA Representatives shall be located at a SITA office reasonably near WSL’s
current London location and will be backed-up by a contingent based in the
United States.  The SITA Representatives
and WSL’s appointed representative shall have direct access to the officers or
other key decision-makers in his or her respective organization, and shall call
upon the experience, expertise and resources of such organization to ensure
proper performance of this Agreement. 
The SITA Representative shall be among the Key SITA Personnel.


 


(b)           Subject to and in conformity with
this Agreement and all applicable laws and regulations, the SITA Representative
shall, either directly or through one or more designees, (i) be authorized
or obtain authorization to discuss, review and negotiate modifications of
installation intervals, maintenance response times, priorities for the
restoration of interrupted Service Components and other Service
Levels/Performance Specifications by which the Services shall be measured and
managed; (ii) meet regularly with designated WSL representatives to review
SITA’s performance (including reviewing SITA’s performance statistics and
reconciling WSL’s and SITA’s records relating to Service Levels/Performance
Specifications), coordinate the planning, implementation, provision,
management, progress reporting and acceptance testing of the Services, discuss
changes in the pricing of Services, and discuss WSL’s future Service
requirements; (iii) ensure that SITA Personnel are available as needed at
all times and are adequate in number and quality; (iv) ensure that SITA
Personnel are provided the tools, training and support necessary to properly
perform their obligations in relation to the provision of Services; and
(v) supervise SITA Personnel and ensure that they provide Services in
accordance with this Agreement.


 


34

















 


(c)           SITA shall provide a full time
three-member Project Management Team who will work with the SITA Account
Manager until the migration phase is successfully completed in accordance with
Attachments PS and IP.  The Project
Manager shall act as SITA’s primary contact until the Initial Implementation is
complete.


 


(d)           During the migration phase, the
Project Manager and the two other dedicated members of the SITA Project Team
shall attend progress reporting meetings with WSL’s appointed representative,
which will be held at least once a month for the purpose of hearing from SITA’s
Project Manager reports on, reviews or requests for approval concerning, such
matters as the following:


 


(i)            SITA’s written progress report;


 


(ii)           the overall Implementation/Migration
Plan in accordance with implementation of the Installation Sites;


 


(iii)          amendments to the
Implementation/Migration Plan as necessary in accordance with Section 2.4(g)
(Orders for and Changes to the Services);


 


(iv)          coordination with WSL personnel
located at the Installation Sites of the arrangements for the site surveys, if
required, and the subsequent equipment installation activities at the
Installation Sites, as specified in Attachment IP;


 


(v)           the progress of the Installation Site
preparation activities, such as the provision of power, and installation of air
conditioning equipment;


 


(vi)          the progress of SITA’s site
activities, such as the installation of equipment and connection of circuits;


 


(vii)         processing requests for Changes; and


 


(viii)        coordination of the acceptance testing
of the Services at each Installation Site.


 


35

















 


ARTICLE 4 —
ADDITIONAL SERVICES


 


4.1          Additional Services.


 


(a)           SITA shall inform WSL of SITA’s
existing, planned or announced plans for, or the existence of, any Additional
Services offered by SITA (or by another provider but available through SITA)
that it believes WSL might wish to consider procuring.  WSL may request SITA to provide additional
information regarding an Additional Service or to provide such Additional
Services.


 


(b)           SITA shall consider in good faith any
request by WSL for any Additional Service and shall inform WSL in writing
within 10 Business Days of the receipt of such request whether it is willing to
develop and implement the requested Additional Service and, if not, the reasons
why.


 


(c)           Within 20 Business Days, or as may be
otherwise agreed in writing between the Parties prior to the end of such 20
Business Day period, following its receipt of a request by WSL for information
regarding an Additional Service and if SITA agrees to make such Additional
Service available, SITA shall provide WSL with (i) the nonrecurring
charges, if any, and the net change in recurring Charges associated with the Additional
Service (including a highlight of cost benefits WSL would realize by
implementing the Additional Service) and any other costs or charges associated
with the purchase of the Additional Service; (ii) the projected features
and performance specifications of the Additional Service; (iii) the
projected installation interval for the Additional Service; (iv) the
effects, if any, of the Additional Service on the existing Services;
(v) the effects, if any and to the extent determinable by SITA, of the
Additional Service on WSL’s telecommunications network capabilities;
(vi) whether there is any reason such Additional Service may not lawfully
be provided to WSL under this Agreement; and (vii) any pending actions of
the kind described in Section 9.3 (Indemnification; Defense) with respect
to such Additional Service of which SITA is aware.  If SITA cannot reasonably provide any of the feasibility, cost or
other information required by this Section 4.1(c) to WSL within 20
Business Days, or as may be otherwise agreed in writing between the Parties
prior to the end of such 20 Business Day period, after its request under
Section 4.1(b), SITA shall so state in its written acknowledgment, and
SITA and WSL shall develop a schedule for development and delivery of the information.


 


(d)           SITA may, from time to time, permit
WSL to participate in evaluation programs for new technologies and services, at
no charge to WSL, and WSL may, from time to time, request that SITA cooperate
in the testing and deployment of new features, functions, technologies or
applications conceived or developed by WSL at no charge to SITA.  Where SITA agrees to make available an
Additional Service to WSL, SITA shall permit WSL to test and evaluate such
Additional Services for a reasonable charge and for a reasonable period of
time.


 


36

















 


4.2          Obligations
with Respect to Additional Services.


 


(a)           SITA shall implement an Additional
Service only upon receipt of a New Order from WSL, acceptance thereof by SITA
and the satisfaction of any applicable legal requirements.  SITA shall not implement any Additional
Service that SITA has indicated, pursuant to Section 4.1(c) (Additional
Services), may adversely affect the price or performance of any Service
Component unless WSL acknowledges and expressly consents in writing signed by
the WSL Project Manager to such adverse effect.  SITA shall continue to provide any Service Components in relation
to which WSL has not consented to degraded performance in accordance with the
requirements of the Agreement unless and until otherwise agreed by the Parties
in writing.


 


(b)           The Parties shall mutually agree upon
the Charges for Additional Services (which shall reflect prices and discounts
that are competitive and commensurate with the business relationship between
the Parties as set forth in this Agreement).


 


(c)           Upon their installation and
acceptance, Additional Services shall be considered Services for all purposes
under this Agreement, including calculation of WSL Purchases, and the provision
of such Additional Services shall be governed by this Agreement.


 


4.3          Discontinued Services.


 


To the extent that SITA
has the information, if SITA ceases making generally available to its customers
a service or service component that is a Service or Service Component hereunder
(a “Discontinued Service”), SITA shall notify WSL not less than 12 months
before the scheduled discontinuance and shall use all reasonable efforts to
provide a substitute for such Discontinued Service for the remainder of the
Term.  Such substitute may be provided
either through SITA’s own facilities or through facilities or services procured
from another vendor, and shall include features and functions equivalent to,
and be offered at Charges equal to, those of the discontinued Service as at the
point in time that the Discontinued Service is no longer available to WSL.  Only where SITA fails to provide a
substitute for such Discontinued Service or the substitute is incompatible with
equipment, software or other services connected to the Discontinued Service
shall WSL have the right to revise the Preferred Provider Commitment in
accordance with Section 2.3(c) (Preferred Provider Commitment).  This shall be WSL’s sole and exclusive
remedy arising from SITA’s cessation of Discontinued Services.


 


37

















 


4.4          Service Upgrades.


 


(a)           After the implementation of a
Mandatory Service Upgrade in accordance with the provisions of Section 2.6
(Redesigns and Modifications to the Network), the upgraded Services will
continue to conform to or exceed the applicable Service Levels/Performance
Specifications, except as otherwise expressly agreed by the Parties in writing.


 


(b)           SITA shall make Service Upgrades
available to WSL at no additional charge, and WSL may elect whether and when to
accept an Optional Service Upgrade. 
WSL’s decision to forego an Optional Service Upgrade shall not relieve
SITA of its obligations to WSL with respect to the Service Levels/Performance
Specifications applicable to the upgraded Service.


 


(c)           SITA shall notify WSL of any
revision, improvement, enhancement, modification or addition to a Service or
Service Component (including increases in the functionality or improvements in
performance) that is developed by or for SITA (or a SITA Agent) and is made
available by SITA to its customers comparable to WSL at an additional
charge.  Such revisions, improvements,
enhancements, modifications and additions shall be treated as Additional
Services under this Agreement.


 


4.5          Amendments to
Service Levels/Performance Specifications.


 


SITA shall provide
proposed amendments to the Service Levels/Performance Specifications that, to
SITA’s knowledge after reasonable inquiry, fully and accurately, set forth the
changes thereto occasioned by the implementation of each Optional Service
Upgrade that WSL chooses to have implemented and Additional Service, and WSL
may negotiate such amendments with SITA. 
Amendments shall be incorporated into the Service Levels/Performance
Specifications upon mutual agreement of the Parties, and SITA shall not
implement any Optional Service Upgrade or Additional Service prior to such
agreement being reached.


 


ARTICLE 5 —
CHARGES AND PAYMENTS


 


5.1          Charges.


 


(a)           WSL shall pay the Charges set forth
in Attachment RC for Services and Service Components specifically
identified in such attachment.  For
Services of the kind set forth on Attachment RC (e.g., Managed DSL or IP VPN) for which
there is no Rate and Charge specified at a particular geographic location to
which WSL seeks to extend the Services (e.g.,
Saudi Arabia), SITA shall charge WSL those rates and charges agreed
by the Parties for New Services in accordance with


 


38

















 


Section 2.4(a)
(Orders for and Changes to the Services). 
For Services of different kinds than those set forth on
Attachment RC, SITA shall charge WSL the Rates for Additional Services in
accordance with Section 4.2(b) (Obligations with Respect to Additional
Services).  Subject to any adjustments
or other charges specifically permitted or required in this Agreement, these
Charges set forth in Attachment RC constitute the totality of charges for
which SITA may invoice WSL in connection with performance of SITA’s obligations
and the provision of Services under this Agreement.  If WSL orders any SITA services which are out-of-scope under this
Agreement, then such order shall be deemed a request for New Services under
Section 2.4(a) or Additional Services under Article 4, as appropriate.


 


(b)           Except as specifically agreed in
writing by WSL or specifically and expressly provided for in this Agreement,
all costs associated with providing the Services including the support required
to fulfill SITA’s obligations under this Agreement relating to all Installation
Sites during the Term of this Agreement, shall be assumed by SITA and are
included as part of the Charges, except to the extent that Access Lines or
certain PTO charges relating to the Access Lines (e.g. installation) are
expressly designated as payable by WSL pursuant to Attachment RC.  Furthermore it is understood and agreed by
the Parties that all of SITA’s activities necessary or customary in connection
with providing the Services will be included in such Charges; provided, however, that the professional
service Charges set forth in Attachment PS and Attachment RC shall be payable
by WSL in exchange for SITA’s performance of implementation-related Services as
further described in Attachments PS and IP during the migration phase.


 


(c)           SITA shall provide Services at no
charge for up to 30 days after a newly- migrated Service Component is deemed to
be accepted by WSL in accordance with Attachment IP.  SITA agrees to waive all charges for SITA’s design and testing in
connection with Services and, Service Upgrades.  SITA shall also waive all installation charges (except Access
Provider pass-through charges as described below) for any Service Component or
part thereof (e.g., port, PVC,
SVC) that remains in place for the In-Service Period.  If the Service Component (or part thereof) is discontinued prior
to the end of the In-Service Period other than for cause, at the end of the
Term or to replace the Service with another Service, SITA may charge WSL the
installation charge for the Service Component at the time of
discontinuance.  The In-Service Period
for Managed ISP, Managed DSL, IP VPN, and Frame Relay Service is 12 months; the
In-Service Period for ALC and X.25 Service is three months.  The In-Service Period for any and all
Service Components in existence on or before the Effective Date shall be
measured from the date such Service Components were originally installed (i.e., execution of this Agreement does not
restart the In-Service Period for existing connections).


 


39

















 


(d)           All WSL Purchases paid by WSL to SITA
in accordance with this Agreement, shall contribute to the calculations of the
discount in Exhibit Part Two of the Agreement for Telecommunications Services
between SITA and WORLDSPAN, L.P. effective April 1, 1997 and it is
understood and agreed by WSL that such discount shall not be applied to any of
the Services or Service Components under this Agreement.


 


5.2          Mid-Term Review.


 


(a)           The Parties acknowledge that
regulatory and legislative actions and other technological or marketplace
developments may affect the continued competitiveness of the Charges for the
Services.  Accordingly, at WSL’s option
the Parties agree to meet at least once during the Initial Term to discuss and
seek in good faith to determine whether (and, if so, what) changes to the rates
or Charges or customer commitments are appropriate by virtue of such
technological or marketplace developments. 
The meeting shall take place within 30 days from the date that WSL
requests such meeting in writing, provided that such request may not be issued
earlier than the first day of the 16th month or later than the last
day of the 20th month of the Initial Term, and provided further that only one
rate or Charges adjustment would be permitted during the Term of this Agreement
(regardless of how many meetings the Parties may have held to discuss such
matter).  At this meeting the Parties,
acting in good faith, will seek to determine by mutual agreement whether (and,
if so, what) changes to the Charges are appropriate by virtue of such
developments, in order to preserve for each Party the expected benefit of, and
the intent of the Parties with respect to, the rates and Charges in this
Agreement, taken as a whole.  The intent
of the Parties is that the Charges in this Agreement, taken as a whole, remain
competitive throughout the Term with the rates and charges available in the
marketplace for telecommunications services comparable to those used by WSL
from a technically qualified service provider that is able to provide such
services throughout the geographic regions in which WSL operates.  Subject to SITA’s or WSL’s obligations of
confidentiality owed to third parties and excluding SITA’s or WSL’s internal
proprietary information, the Parties agree to provide each other (in connection
with this determination) with pricing and other relevant information to which
they have access, to undertake any reasonable analysis, and to negotiate in
good faith.


 


(b)           If the Parties determine that changes
in the Charges are appropriate, SITA will, to the extent required by law to
offer such rates under tariff, file revisions to its tariffs or take such other
actions as are necessary to implement any such changes and will diligently seek
to make them effective as


 


40

















 


soon as reasonably
practicable following the Parties’ agreement to such changes, but in no event
later than the 60 days following institution of a review under this
Section 5.2.  SITA shall take all
appropriate action to implement the agreed reductions to the fullest extent
permitted by law and regulation (e.g.,
by credits against the Charges paid for Services in countries where such
credits are permitted).


 


(c)           If the Parties are unable to agree
upon revisions to the Charges within 60 days following institution of a review
under this Section 5.2, then they shall resolve their dispute in accordance
with Section 15.8 (Dispute Resolution) and Section 15.9
(Arbitration).


 


5.3          Credits for
Delays and Interruptions.


 


SITA
acknowledges that, in the event of a Delay or Interruption, WSL will suffer
damages, the amount of which cannot easily be determined, and WSL acknowledges
that, in the event it causes a delay, SITA will suffer damages, the amount of
which cannot easily be determined.  The
Parties agree that the Service Credits/SCUs set forth in Attachment SLA are
reasonable good faith estimates of the damages that the other Party would
suffer in such event, and that those Service Credits/SCUs, along with the
remedies set forth in Sections 2.3 (Preferred Provider Commitment),14.1
(Termination by WSL), and 14.3 (Partial Discontinuance), where applicable, are
considered adequate remedies by the affected Party for such damages, are not a
penalty and shall constitute the affected Party’s sole remedies with respect to
such events and any other act or omission to act for which Service Credits/SCUs
are provided under Attachment SLA.


 


5.4          Invoices.


 


(a)           SITA shall provide electronic
invoices by the tenth (10th) day of each month and hardcopy invoices
by the fifteenth (15th) day of each month for Services provided
hereunder two months preceding the month in which the invoice is provided to
WSL, at the addresses, in the form and media, and with the level of detail,
specified in Attachment BI. At a minimum, SITA shall provide invoices with the
same level of detail as the invoices provided by SITA to WSL as of the
Effective Date and shall provide all sufficient levels of detail to track the
Charges to the Service Components provided at each Installation Site. As a
general matter and as further described in Attachment BI, SITA shall
provide WSL with a single, centrally billed invoice listing all charges in U.S.
dollars for the Services rendered.  In
addition, SITA shall provide each Installation Site with a separate invoice
(“the Shadow Bill”), listing that Installation Site’s charges (including
VAT/GST to the extent applicable) in the local currency of the country where
the Installation Site is located.  All
charges identified in the Shadow Bill are for informational purposes only and
will not be paid by the individual Installation Site.  The charges listed in the Shadow Bill shall be included in the
single invoice presented to WSL for centralized payment.  Subject to Section 2.1 (Agreement to
Provide), WORLDSPAN Services Limited shall be financially


 


41

















 


liable for the
provision of Services to such Installation Sites. SITA may modify the form, but
not the media or content, of the invoices on 90 days prior written notice to
WSL.  SITA shall accommodate WSL’s
reasonable requests for changes to the form or content of such invoices.  An invoice that does not comply in all
material respects with the requirements as to content set forth in
Attachment BI shall not be deemed received under Section 5.4(d).  Invoices shall reflect any adjustment to or
change in the applicable Charges implemented during the period covering the
invoice.


 


(b)           SITA shall apply any discounts due
and credits applicable hereunder within the second invoice following WSL’s
eligibility therefore, provided that the
application of such discounts in this manner shall not affect the effective
date of such discounts and SITA shall provide a credit on such second invoice
equal to the difference between what SITA billed WSL and what SITA should have
billed WSL had the discounts been applied to the invoice immediately upon WSL’s
eligibility therefore.  In the event
that WSL determines that a credit should have been applied to a particular invoice,
it shall notify SITA of the missing credit in writing and shall be entitled to
withhold the amount of the credit from its current payment.  In the event that SITA disputes the amount
withheld by WSL, the parties shall meet to resolve their differences on the
amount, if any, of the credit.  If the
parties cannot agree on the amount of the credit, they shall resolve their
dispute in accordance with Section 15.8 (Dispute Resolution) and
Section 15.9 (Arbitration).  WSL’s
payment of an invoice without withholding shall not be deemed an acceptance of
the invoiced amounts, and, subject to Section 5.4(f), WSL may at any time
during the Term dispute Charges for which it was invoiced.  In addition to the monthly billing reviews
described in Section 5.5(a) (Billing Reviews and Audits), a reconciliation
and verification of such discounts and credits shall be conducted
semi-annually.


 


(c)           SITA shall bill WSL monthly at the
address and in the manner (e.g., in
advance or in arrears) designated in Attachment BI.  All discounts established in
Attachment RC shall be credited on the invoices containing the charges
against which such discounts are calculated.


 


(d)           All items on an invoice that are not
the subject of a bona fide dispute
shall be due and payable by WSL within (i) 30 days after WSL’s
receipt of an invoice therefore that complies in all material respects as to
content with, and is substantially similar in form to, Attachment BI, and
(ii) 60 days after WSL’s receipt of its first invoice that complies in all
material respect as to content with, but is substantially different in form
from, Attachment BI (in either case the “Due Date”).


 


(e)           WSL shall pay all amounts due SITA
pursuant to Section 5.4(d) in United States dollars and SITA shall convert
all other currencies to United States dollars using the then current published
monthly International Air Transportation Association (“IATA”) rates.  SITA shall convert the Shadow


 


42

















 


Bills using this
currency exchange rate as well.  If at
any time during the Term any foreign law, regulation or practice prohibits or
significantly impedes SITA’s ability to receive United States dollars in
payment of its foreign currency bills to WSL, the Parties will negotiate in
good faith to develop a mutually acceptable solution.  Any actual expenses paid by SITA to an Access Provider that SITA
is permitted to pass through to WSL under this Agreement shall be converted by
SITA to United States dollars (using the above-mentioned IATA conversion rates)
and included in WSL’s invoices.


 


(f)            If WSL, in good faith, disputes the
accuracy or legitimacy of any SITA fees, charges, expenses or other amounts
payable under this Agreement, it shall notify SITA (in writing) of such dispute
prior to the Due Date (if WSL is withholding payment of the disputed amounts)
or within 12 months of its receipt of the invoice containing the disputed item
(if WSL is contesting previously paid amounts).  WSL shall include in such notice the basis for the dispute in
sufficient detail to understand and address the issue(s).  Billing disputes shall be resolved pursuant
to Section 15.8 (Dispute Resolution) and Section 15.9 (Arbitration)
with respect to resolution of disputes arising out of billing reviews.  SITA shall not deny or restrict Services
during the pendency of a good faith dispute because of such pendency.  WSL shall not withhold payment with respect
to any portion of Charges not subject to a bona
fide dispute.


 


(g)           SITA shall promptly credit to WSL any
payment made to which SITA is not entitled hereunder, shall apply such credits
against charges on invoices rendered to WSL and, if on the final invoice
provided WSL for Services purchased hereunder, there are not sufficient charges
against which to credit the overpayment, SITA shall refund the amount of such
overpayment net of any credits provided to WSL against its invoices.  In the event that SITA fails to apply a
credit within the second invoice following SITA’s receipt of WSL’s notice that
such application or issuance is past due, such amounts shall be deemed subject
to a bona fide dispute.


 


(h)           SITA
shall apply the Charges, discounts, Taxes and any credits or adjustments in a
timely and accurate manner.  SITA shall
not bill WSL, and WSL shall not be required to pay, for any Services provided
more than 12 months before the date of the invoice reflecting such charge.  Likewise, WSL must raise any billing error
which may result in a credit to WSL within 12 months of the occurrence of such
error or SITA shall not be required to provide the associated credit.


 


5.5          Billing Reviews and
Audits.


 


(a)           Monthly
Billing Reviews.


 


(i)            SITA and WSL shall review bills for
Services monthly and shall develop a detailed summary of the results, including
exception reports and errors.  SITA
shall


 


43

















 


reconcile all errors in
its bills by debiting or crediting WSL with the difference between the amounts
paid by WSL during the period covered by the billing review and the amounts
that should have been invoiced.  Such
debit or credit shall be reflected within the second bill issued following
completion of the monthly billing review.


 


(ii)           In the event that SITA and WSL cannot
reconcile an invoice within 10 days after their monthly meeting, any unresolved
amounts shall be deemed subject to a bona
fide dispute, and WSL shall be entitled to withhold from its payment
such unresolved amounts (but only to the extent of the amounts remaining in
dispute) until resolution of the dispute.


 


(iii)          Any disputes concerning the results
and recommendations of a billing review shall be referred to the SITA Project
Manager and the WSL Project Manager for resolution.  If they cannot resolve such dispute, the unresolved matters shall
be escalated by the Parties for prompt resolution.  Either Party may invoke the provisions of Section 15.8
(Dispute Resolution) and Section 15.9 (Arbitration).


 


(b)           Audits
and Inspections.


 


(i)            Subject to SITA’s reasonable
security requirements and Section 5.4 (Invoices), WSL may only employ the
assistance of one of the following entities, Arthur Andersen, KPMG
International, Pricewaterhouse Coopers, Deloitte & Touche LLP or Ernst
& Young LLP, any successors thereto or, with SITA’s consent, which shall
not be unreasonably withheld, other auditors (“WSL’s agents”) to audit SITA’s
books, records and other documents and conduct an inspection of the Services
and premises of SITA to assess the accuracy of SITA’s invoices and its
compliance with the Service Levels/Performance Specifications no more than once
in each year of the Term.  SITA shall
provide WSL’s agents access to all information relevant to the provision of
Services under this Agreement, but neither WSL nor WSL’s agents will have
access to information regarding SITA’s provision of services to other
customers.  SITA shall exercise
reasonable efforts to permit WSL’s agents to


 


44

















 


conduct a similar audit
and inspection of SITA Agents.  WSL
shall cause any WSL agent retained for this purpose to execute a non-disclosure
agreement in favor of SITA with requirements at least as stringent as those
contained in the form of agreement set forth in Attachment ND or such
other non-disclosure agreement as the Parties agree.  Such audit or inspection shall take place at a time and place
agreed upon by the Parties, and shall commence no later than 30 days after
notice thereof to SITA.  WSL shall have
no right to audit SITA except through the services of a WSL agent.


 


(ii)           SITA shall promptly correct any failure
to comply with this Agreement that is revealed by an audit, including making
refund of any overpayment by WSL in the form of a credit within the second
invoice after the Parties have agreed upon the accuracy of the audit results.  Any disputes concerning audit results shall
be referred to the Parties’ Project Managers for resolution.  If these individuals cannot resolve the
dispute, the dispute(s) shall be escalated in accordance with Section 15.8
(Dispute Resolution) and Section 15.9 (Arbitration) for prompt resolution.


 


(iii)          WSL shall provide SITA with reasonable
advance notice of any audit or inspection. 
SITA shall cooperate fully in any WSL audit or inspection, providing
WSL’s agent reasonable access to: 
(A) any and all SITA Personnel, business premises from which
Services are provided and (B) SITA’s books, records and other documents
reasonably necessary to assess the accuracy of SITA’s invoices and SITA’s
compliance with the Service Levels/Performance Specifications.  To the extent that the books, records, and
other documents described in the preceding sentence are located at business
premises or sites other than SITA’s facilities in its principal place of
business in the United States, SITA shall make arrangements to provide WSL’s
agent with those books, records and other documents in its principal place of
business in the United States or such other location as the parties mutually
agree.  In the event WSL determines that
its audit cannot be successfully conducted without access to the remote locations


 


45

















 


from which Services are
being provided, SITA shall provide WSL’s agent full access to the remote
locations.  SITA shall also cooperate
fully in coordinating, as necessary, with SITA Agents to provide WSL’s agent
with comparable access to SITA Agents’ personnel, business premises, books,
records and other materials that are germane to the subject of the audit or
inspection.  SITA may redact from its
books, records and other documents provided to WSL’s agent any information that
reveals the identity or confidential information of other customers of SITA or
SITA Confidential Information that is not relevant to the purposes of the
audit.


 


(iv)          WSL may audit SITA’s books and records
twice during any Contract Year if a previous audit found (A) previously
uncorrected net variances or errors in invoices in SITA’s favor with an
aggregate value of at least two percent of the amounts payable by WSL for
Services provided during the period covered by the audit, or (B) material
variances in SITA’s performance from applicable Service Levels/Performance
Specifications.


 


(v)           Audits and inspections shall be at
WSL’s expense, subject to reimbursement by SITA for the actual costs of
conducting the audit, not to exceed $50,000, if an audit finds variances in
SITA’s (or one or more of SITA Agents’) performance from the requirements
hereof that would:  (A) give rise
to a right of termination of the Agreement without liability under
Section 14.1(a)(ii) (Termination by WSL), or (B) require a correction
or adjustment in the Charges or in any invoice paid or payable by WSL hereunder
by an amount that is greater than two percent of the aggregate charges for the
Services during the period covered by the audit.


 


(vi)          If any audit by an auditor designated
by WSL in accordance with Section 5.5(b)(i) or a regulatory authority results
in SITA being notified that it or SITA Agents are not in compliance with any
law, regulation, or generally accepted accounting principles relating to the
Services, and SITA has not placed the audit results in dispute in accordance
with Section 15.8 (Dispute Resolution Process), SITA shall, and shall


 


46

















 


cause SITA Agents to,
take actions to comply with such audit. 
SITA shall bear the expense of any such response that is required by a
law, regulation, or accounting requirement relating to SITA’s business or
necessary due to SITA’s noncompliance with any law, regulation or accounting
requirement imposed on SITA.  Contested
audit results shall be escalated in accordance with Section 15.8 (Dispute
Resolution) and Section 15.9 (Arbitration).


 


(vii)         If any audit discloses
(A) material variances from applicable Service Levels/Performance
Specifications in SITA’s (or one or more of SITA Agents’ or, solely with
respect to TNPA, Access Providers’) performance or (B) the need for
adjustments in SITA’s bills, the audit results and recommendations shall be
referred to the Parties’ Project Managers for resolution.  If the Project Managers cannot, within 30
days of their receipt of such audit, resolve any dispute over the results of
such audit and agree upon appropriate action to be taken in light thereof, any
unresolved matters shall be escalated in accordance with Section 15.8
(Dispute Resolution) and Section 15.9 (Arbitration) for prompt
resolution.  Upon the discovery of
overcharges not previously reimbursed to WSL or the resolution of disputed
audits, SITA shall promptly reimburse WSL the amount of any overpayment in the
form of a credit to WSL on the invoice within the second billing cycle after
WSL and SITA have agreed upon the accuracy of the audit.


 


(viii)        At no additional charge to WSL, SITA
shall:  (A) retain records and
supporting documentation sufficient to reasonably document the Services and
Charges paid or payable by WSL under this Agreement for at least five years
after termination or expiration of this Agreement, and (B) upon notice
from WSL, provide WSL and its designees with reasonable access to such records
and documentation.


 


5.6          Taxes.


 


(a)           All Charges for Services are
exclusive of, and WSL agrees to pay, sales, gross receipts, use, excise,
utility, value added taxes and other governmental imposts, levies and duties or
similar charges lawfully levied by a


 


47

















 


duly constituted
taxing authority against or upon the Services or their use by WSL (collectively
the “Taxes”).  In the alternative, WSL
will provide SITA with validly executed certificates evidencing WSL’s exemption
from payment of or liability for such taxes, in which case SITA agrees to
recognize the claimed exemption from WSL from such taxes upon its receipt of
such certificate to the extent provided by applicable law.  In the event such certificate is deemed
invalid, WSL agrees to indemnify and hold SITA harmless against penalties or
liabilities incurred by SITA to the extent caused by WSL’s failure to pay the
taxes.


 


(b)           All other taxes, including ad
valorem, income, franchise, privilege, personal property, withholding taxes or
other employment related taxes relating to SITA’s employees or occupational
taxes levied on SITA or based upon SITA’s income and all taxes relating to SITA
Agents who perform or assist in the performance of SITA’s obligations hereunder
shall be paid by SITA, and shall not be passed through to WSL in the form of a
tax or surcharge on the Services.


 


(c)           Further, any taxes assessed,
including a gross up thereon, on the provision of the Services resulting from
SITA relocating or rerouting the delivery of Services for SITA’s convenience
to, from, or through a location other than the Installation Site designated to
be used to provide the Services shall be paid by WSL and WSL shall receive a
credit with respect to the Charges invoiced hereunder equal to such payments
made pursuant to this Section 5.6(c).


 


(d)           In the event WSL is required by the
laws of any relevant tax authority to withhold income or profits taxes from
payments made by WSL to SITA hereunder, WSL will notify SITA in writing of same
and upon SITA’s request, WSL will promptly provide to SITA tax certificates
documenting remittance of such taxes to the relevant tax authorities within 90
days from the date of the original invoice for the Taxes from SITA to WSL.


 


(e)           SITA shall collect the Taxes from WSL
in the same manner it collects such taxes from other customers in the ordinary
course of SITA’s business, but in no event prior to the time it invoices WSL
for the Services for which such taxes are levied.  Any penalties imposed upon SITA resulting from any delay or
failure by WSL to pay Taxes for which it is responsible hereunder and for which
SITA has accurately and timely invoiced WSL, shall be paid by and the
responsibility of WSL.  SITA shall pay
and bear responsibility for any delay or failure to invoice, or to remit to the
proper taxing authorities, those Taxes to be collected by SITA from WSL
hereunder.  SITA shall clearly identify
all Taxes by taxing jurisdiction.


 


48

















 


(f)            SITA shall reasonably cooperate with
WSL to lawfully minimize the Taxes.  To
assist WSL in the recovery of any Taxes, SITA shall provide WSL with a VAT/GST
invoice and other reasonable and readily available information required to
support such recovery.


 


(g)           WSL may initiate and manage
litigation brought in the name of WSL to obtain refunds of the Taxes paid by
WSL.  SITA shall reasonably cooperate
with WSL in pursuing any refund claims for the Taxes, including related litigation
or administrative proceedings.


 


(h)           Where WSL considers that payments are
subject to withholding at source, it will notify SITA in advance, and the
Parties will work reasonably together to minimize such tax, as legally
feasible.  WSL will provide SITA with
copies of certificates of deduction of tax or other such documentation in
relation to the tax paid as SITA may reasonably require and as available.


 


ARTICLE 6 — CERTAIN RIGHTS AND OBLIGATIONS OF SITA AND WSL


 


6.1          Third Party Warranties.


 


SITA shall (to the extent
legally permissible) pass through to WSL and enforce on WSL’s behalf any
material rights, warranties, licenses and other benefits accruing to it under
each of SITA’s agreements with third parties participating in or providing
equipment used in the provision of Services wherever and whenever SITA’s
failure to enforce such benefits would materially and adversely impair SITA’s
ability to provide Services in accordance with the requirements of this
Agreement.


 


6.2          Obligation to Maintain Insurance.


 


(a)           Required
Insurance.  At all times
during the Term, SITA shall carry and maintain in each jurisdiction in which
Services are provided under this Agreement, and at its own expense, the closest
local equivalent to workers’ compensation and employer’s liability insurance
covering SITA’s employees in accordance with statutory requirements applicable
in the place where the Services are to be provided hereunder, and such other
insurance coverage as may be required by law to insure against direct losses or
damages to WSL’s personnel, customers, property or other contractor’s personnel
or property caused by SITA’s activities. 
Workers’ compensation and employer’s liability insurance shall be set at
an amount of not less than $1,000,000 per occurrence.  At all times during the Term, SITA shall maintain for itself, its
officers, employees and any SITA Agents permitted to perform services on behalf
of SITA in accordance with this Agreement:


 


49

















 


(i)            Public/general liability insurance
on an occurrence or claim form basis, such insurance to insure against
liability for bodily or personal injury and death and for property damage in an
amount which shall be not less than $1,000,000 per occurrence/claim
including:  (A) products liability
and completed operations; (B) independent contractors liability;
(C) broad form contractual liability; (D) broad form property damage
coverage; (E) extended bodily injury, incidental medical malpractice; and
(F) personal injury.  Such coverage
shall apply to bodily injury and property damage liability arising from the
negligence or willful misconduct of SITA, its employees, SITA Agents or guests.


 


(ii)           All risk property damage insurance in
such amount and scope providing coverage for physical loss, damage or
destruction, the replacement, repairs or reproductions of materials and
equipment and related property, either on Installation Sites or such other
locations as may be utilized in the performances of this Agreement, including
valuable papers, records, software, media and similar data.


 


(iii)          Broad form crime insurance which shall
provide for loss sustained or legal liabilities incurred by WSL by virtue of
the dishonest or fraudulent acts of SITA, its employees or SITA Agents,
including coverage for forgery, alteration, theft and computer generated
fraud.  Such coverage shall be obtained
in a minimum amount of $2,000,000.


 


(iv)          Broad form professional liability
insurance which shall provide for loss sustained or legal liabilities incurred
by WSL by virtue of the negligent acts, errors and omissions of SITA, its
employees, SITA Agents under the Agreement including loss resulting from patent
or copying infringement in a minimum of $2,000,000.


 


(b)           [intentionally left blank]


 


(c)           SITA shall be responsible for any
loss within the deductible of any policy and any insurance purchased by SITA
shall be primary and non-contributory as respects any other insurance coverage
available to WSL.  The purchase of the
minimum insurance shall not release SITA from any liability


 


50

















 


assumed under
Agreement.  Nothing in this
Section 6.2 (Obligation to Maintain Insurance) shall expand, contract or
otherwise affect the scope of SITA’s liability under this Agreement, including
inter alia Article 9 (Intellectual Property Rights and Indemnification;
Software License) or Article 10 (Limitation of Liability; Third Party
Claims).


 


(d)           Upon WSL’s request, SITA shall
deliver certificates of insurance evidencing the Required Insurance.


 


(e)           All Required Insurance shall be
evidenced by valid and enforceable policies issued by a company or companies
which are acceptable to WSL, such acceptances not to be unreasonably withheld.


 


(f)            If SITA fails to initially obtain
or, thereafter, maintain any Required Insurance pursuant to the requirements
herein, WSL may (but shall not be obligated to) purchase such insurance on
behalf of SITA, in which event WSL shall deduct all amounts incurred by WSL in
placing such coverage from any payment due to SITA.


 


(g)           All notices and certificates of
insurance under this Section 6.2 shall be delivered to WORLDSPAN Services
Limited, care of WORLDSPAN, L.P., Treasury/Risk Management, Attention: Risk and
Treasury Analyst, 300 Galleria Parkway, N.W., Atlanta, Georgia 30339.


 


6.3          Lien Claims.


 


(a)           In no event shall WSL be obligated to
pay any SITA Agent or Access Provider for claims that arise out of work
contracted for by SITA and related to the Services.  SITA shall remain contractually, legally and financially
responsible and primarily liable hereunder for the performance of all
obligations, fulfillment of all terms and conditions and payment of any charges
for services rendered in connection with this Agreement by SITA Agents or
Access Providers contracted for by SITA and such entities shall have no direct
or indirect rights against WSL under this Agreement to enforce any obligations
under this Agreement, institute any legal claim or action against or including
WSL arising under or as a third party beneficiary to this Agreement.  All actions taken or not taken by SITA
Agents shall be deemed taken or not taken by SITA hereunder.


 


(b)           If any SITA Agent or Access Provider
contracted for by SITA shall file in a county clerk’s office a notice of
intention, lien claim or stop notice with respect to a mechanics’ lien or
similar claim against WSL or where WSL may be liable on such claim as a tenant
(collectively “Lien Claim”), WSL shall promptly notify SITA of the filing of
such Lien Claim and SITA shall (i) defend and indemnify WSL for the Lien Claim
and all costs, damages, expenses and liabilities relating to the Lien Claim
(including reasonable attorneys fees), (ii) ensure that work in progress
is not interrupted by taking such appropriate steps as are necessary to satisfy
or otherwise completely resolve the Lien Claim and (iii) either, at SITA’s
sole option, (A) deliver to WSL, in a form reasonably satisfactory to WSL,
a complete release of all Lien Claims and an affidavit to the


 


51

















 


effect that all
the labor and material costs have been paid; (B) furnish to WSL a bond in
form and amount satisfactory to WSL indemnifying WSL against such Lien Claim;
or (C) enter into an agreement reasonably acceptable to WSL to indemnify
WSL against such Lien Claim and all related costs, damages, expenses and
liabilities.  If any Lien Claim shall be
filed subsequent to the expiration or termination of this Agreement, SITA
shall, at its sole cost, discharge such Lien Claim within 15 days following the
receipt of notice from WSL or shall defend WSL against and indemnify WSL
therefore.


 


6.4          Access and Security.


 


(a)           For purposes of this Section 6.4,
“WSL” shall include any travel agency designated by WSL as an Installation Site
for the Services.  Subject to the
provisions of this Section 6.4, during regular Normal Business Hours, SITA
Personnel shall have access to WSL’s Installation Sites as is reasonably
necessary to provide the Services in accordance with the terms of this
Agreement provided that such SITA
Personnel show appropriate credentials to WSL security personnel at all WSL
premises, including a photo identification badge on which appears such SITA
Personnel’s name.  The SITA Personnel
shall continue to display their badge at all times while at WSL’s facilities.  In the event that SITA personnel require
access to WSL facilities after Normal Business Hours, SITA shall provide WSL
with reasonable advance notice that SITA Personnel in need of access to a
particular Installation Site are in the process of being dispatched (notice to
the affected travel agency shall not constitute notice to WSL) and shall
provide in advance of the required access a list of SITA Personnel authorized
to provide the Services at the relevant Installation Site, which list shall be
maintained by SITA and provided to appropriate WSL security personnel at such
Installation Site.  In an emergency
situation, SITA’s Project Director may contact WSL’s Director of International
Technology to arrange for SITA Personnel who may not already be on the aforementioned
list to be permitted access to WSL’s premises for the purpose of responding to
such emergency situation, and WSL’s Director of International Technology shall
use reasonable efforts, taking into account the emergency situation, to
facilitate the required access in such circumstances.


 


(b)           SITA and SITA Personnel shall at all
times comply with WSL’s reasonable Security Requirements at all of Installation
Sites, including the Security Requirements governing the proper use,
management, administration, transmission and security of all WSL information
stored on and exchanged via WSL or SITA computer systems and networks.  WSL will provide SITA with a copy of such
Security Requirements within a reasonable period prior to the Committed
Delivery Date for the particular Installation Site.


 


52

















 


(i)            In support of the foregoing, SITA’s
security-related responsibilities shall include providing for and implementing
any and all protective measures and controls reasonably necessary to safeguard
all WSL information, including WSL Confidential Information with which SITA
comes into contact from time to time, whether electronically or otherwise, as a
result of providing, installing, and implementing the Services against any
instances of theft or unauthorized access, disclosure, modification,
destruction, or, subject to Section 2.15 (Prevention of Unauthorized Use),
use or unavailability.  Such protective
measures and controls must be reasonably designed to prevent security breaches
and intrusions, including those aimed at the Network and the operations centers
thereof, WSL’s network, and any third-party network managed, administered or
controlled by SITA.  SITA will assist
WSL, whenever practicable, to transmit its data in the format that WSL deems
most appropriate for meeting its security needs.  SITA agrees to work with WSL’s security personnel to design and
install such firewalls as WSL deems reasonably necessary when implementing a
Service Component onto the Network that is either terminated or initiated at a
non-WSL location and maintaining all firewalls between the SITA Backbone
Network and the public Internet and Public Switched Network.


 


(ii)           When deemed appropriate by WSL, WSL
will notify SITA that passes or identification cards are required, and SITA
Personnel will be issued passes or identification cards which must be presented
upon request to WSL’s personnel and surrendered promptly upon WSL’s demand or
upon termination of this Agreement. 
Such passes or other identification shall be issued only to persons
meeting security criteria established by WSL for such purpose.


 


(c)           Notwithstanding any other provision
of this Agreement to the contrary, WSL shall have the right to refuse to issue
such passes or identification cards or immediately to terminate the right of
access to an Installation Site of any SITA Personnel, should WSL determine, in
its sole discretion, for any lawful reason, that such refusal or termination is
in WSL’s best interest.  WSL shall
promptly notify SITA of any such refusal or termination of access, and SITA
shall have a reasonable opportunity to demonstrate to WSL that refused rights
of


 


53

















 


access should be
granted or terminated rights of access should be reinstated.  Any refusal or termination of access shall
remain in effect pending such demonstration and WSL’s final determination as to
the advisability of such reinstatement. 
In the event that SITA Personnel are barred from an Installation Site,
the Parties shall agree upon a Revised Committed Delivery Date, which date
shall be as soon as reasonably possible thereafter, and which date shall be
treated as the Committed Delivery Date for the Service at the affected
Installation Site, unless SITA had prior notice or cause to believe that
particular SITA Personnel would be barred from WSL’s premises, in which case
the time allowed under this Agreement for the performance of any services,
provision of materials or other obligations hereunder of SITA, including any
installation, repair, maintenance or similar action that such barred personnel
were to perform shall not be extended.


 


(d)           SITA Personnel shall at all times act
and dress in a professional manner and consistent with local custom while on
WSL’s premises.


 


6.5          Notification of
Pending or Threatened Non-Performance.


 


If, for any reason, SITA
discovers that it or any SITA Agents or Access Providers shall not be able to
perform obligations hereunder, SITA shall promptly notify WSL of that
fact.  The notification shall be written
and shall include a detailed description of the problem, the causes of the
problem and SITA’s or SITA Agent’s or Access Provider’s contingency plan.  Such notification shall not relieve SITA of
its obligations and shall not preclude any remedies available to WSL hereunder.


 


6.6          SITA Equipment.


 


SITA shall retain all
right, title and interest to any and all SITA Equipment.  WSL shall use reasonable care in protecting
SITA Equipment against damage or loss while on the Installation Site, and shall
reasonably promptly pay to SITA the net book value of any lost or damaged SITA
Equipment (where such loss or damage is not attributable to SITA (including
SITA Agents) or Access Providers upon such loss or damage.  This shall be SITA’s sole and exclusive
remedy with respect to any such damage or loss.


 


6.7          Content of Messages.


 


SITA
shall not be responsible or liable for the content of WSL information
transmitted through the Network, except to the extent that SITA modifies the
content transmitted to the recipient or where, as a result of SITA’s
misdirection or disclosure of the transmission to an unintended recipient, the
content becomes unlawful or legally actionable.


 


54

















 


ARTICLE 7 — CONFIDENTIAL INFORMATION


 


7.1          Definition of Confidential Information.


 


“Confidential
Information” means all non-public information concerning the business of
WORLDSPAN Services Limited, any WSL Affiliate, any Worldspan Owned User or
other third party doing business with any of them (including customers of
WORLDSPAN Services Limited or a WORLDSPAN Services Limited Affiliate) that SITA
may obtain from any source in the course of providing the Services (“WSL
Confidential Information”) or concerning the business of SITA and any third
party doing business with SITA that WSL may obtain from any source in the
course of its use of the Services (“SITA Confidential Information”).  The terms of this Agreement and discussions,
negotiations and proposals from one Party to the other related directly thereto
shall be both WSL and SITA Confidential Information.  “Confidential Information” shall also include network designs,
telecommunications usage data, pricing and financial data, software code, the
identity and configuration of equipment/networks, optimization recommendations,
research, development (including development, plans and specifications for any
product or service that is designed or modified for WSL at WSL’s request or
expense irrespective of whether such plans and specifications are completed or
implemented), strategic and other business plans, and related information.  All such information disclosed prior to the
execution of this Agreement and during the Term shall also be considered
“Confidential Information.”  All information
that relates to the quantity, WSL technical configuration, type, destination,
and amount of use of the Services subscribed to by WSL and all information,
except SITA’s pricing of Services, contained in bills pertaining to the
Services received by WSL from SITA shall be the Confidential Information of WSL
regardless of where it is collected or stored, and shall not be deemed the Confidential Information
of SITA.  “Confidential Information”
shall not include information that: (a) is already rightfully known by the
receiving Party at the time it is obtained by said Party, free from any
obligation to keep such information confidential; (b) is or becomes
publicly known through no wrongful act of the receiving Party; or (c) is
rightfully received by the receiving Party from a third party without
restriction and without breach of this Agreement.  Information equivalent to that described above that is
independently developed by a Party without using any Confidential Information
of the other Party shall not be considered Confidential Information for
purposes of this Agreement.  “Person”
for the purposes of this definition shall be deemed to include natural persons
as well as corporations and other entities, and includes WSL, SITA, and SITA
Agents.


 


55

















 


7.2          Use and
Protection of Confidential Information.


 


(a)           Except for any Confidential
Information labeled “Trade Secret” and for which no time limit on the
confidentiality obligations hereunder shall apply, during the Term and for a
period of five years from the date of its expiration or termination (including
all extensions thereto), each Party agrees to maintain in strict confidence all
Confidential Information of the other Party, including preventing disclosure to
any competitor of the other Party (known to be such after reasonable
inquiry).  No Party shall, without
obtaining the prior written consent of the Party with proprietary rights
thereto, use such Party’s Confidential Information for any purpose other than
for the performance of its duties and obligations under this Agreement,
enforcement of its rights under this Agreement, or for provision of other
services to such Party.  Neither Party
shall have intellectual property rights of any kind or nature to the Confidential
Information disclosed by the other Party in accordance with this Article 7 or
to material which is created using such Confidential Information.


 


(b)           Each Party may produce extracts and
summaries of the other Party’s Confidential Information consistent with such
Party’s permitted use of Confidential Information.  Each Party shall use, and shall take reasonable steps to arrange
for other persons authorized to receive the other Party’s Confidential Information
to use, at least the same degree of care to protect the other Party’s
Confidential Information as it uses to protect its own Confidential
Information.


 


(c)           The provisions of this
Section 7.2 shall substitute for and supersede the provisions of any
non-disclosure forms that SITA generally requires customers to execute prior to
such disclosures.


 


7.3          Disclosure of
Confidential Information to Employees and Others.


 


Notwithstanding
Section 7.2 (Use and Protection of Confidential Information), any Party
may disclose Confidential Information to:


 


(a)           its employees and the employees of
its Affiliates or Worldspan Owned Users on a need-to-know basis or others
specifically permitted to perform services hereunder, provided  that
the Party has taken reasonable steps to ensure that such Confidential Information
is kept strictly confidential consistent with the confidentiality obligations
imposed hereunder, including instructing such employees not to sell, lease,
assign, transfer, use outside their scope of employment or reveal any
Confidential Information without


 


56

















 


the consent of the
Party whose Confidential Information is involved, and obtaining the written
agreement of its employees to conform to the requirements of this
Article 7.  Such written agreement need
not be specific to this Agreement so long as its requirements are at least as
stringent as those contained in the form of agreement set forth in
Attachment ND, unless otherwise agreed by the Parties;


 


(b)           its legal counsel, auditors and
consultants, except those consultants which are direct competitors of the other
Party, provided that the Party
disclosing Confidential Information under this Section 7.3(b) shall
require the execution by its auditors and consultants of a non-disclosure
agreement with requirements at least as stringent as those contained in the
form of agreement set forth in Attachment ND, unless otherwise agreed by
the Parties;


 


(c)           employees, agents and representatives
of the Party whose Confidential Information is involved;


 


(d)           its agents, including in the case of
WSL, any agent involved in the management or maintenance of the Services,
specifically permitted to perform its services or its obligations hereunder but
only on a need-to-know basis, provided that
the Party disclosing Confidential Information under this Section 7.3(d)
shall require the execution by the party receiving the confidential information
a non-disclosure agreement with requirements as least at stringent as those
contained in the form of agreement set forth in Attachment ND, unless
otherwise agreed by the Parties;


 


(e)           subject to the prior written consent
of the Party whose Confidential Information is involved, other persons
(including contractors, landlords or facility managers) in need of access to
such information for purposes specifically related to a Party’s exercise of its
rights or performance of its responsibilities under this Agreement, provided that the Party disclosing
Confidential Information under this Section 7.3(e) shall require the execution
by the other person of a non-disclosure agreement with requirements at least as
stringent as those contained in the form of agreement set forth in
Attachment ND, unless otherwise agreed by the Parties; and


 


(f)            members of WSL’s board of directors
on a need-to-know basis, provided that such
WSL board members shall use at least the same degree of care to protect such
Confidential Information as they use to protect other information in their
possession that is confidential and proprietary to WSL, but in no case less
than a reasonable degree of care, and as is otherwise required by law.


 


57

















 


7.4          Return or
Destruction of Confidential Information.


 


The Parties agree that
upon the request of a Party having rights to Confidential Information, the
Party in possession of such Confidential Information shall promptly return it
(including any copies, extracts, descriptions and summaries thereof) to the
requesting Party, or, with the requesting Party’s written consent, shall
promptly destroy it (and any copies, extracts, descriptions and summaries
thereof) and shall further provide the requesting Party with a corporate
officer’s written and sworn certification of same unless compliance herewith
will prevent a Party from meeting its obligations under this Agreement.  When Confidential Information of a Party has
been integrated into documents containing proprietary information of any third
party, upon the request of the Party whose Confidential Information is
involved, the Party in possession of such information shall promptly destroy
the documents (and any copies, extracts or summaries thereof) and shall further
provide the requesting Party with written certification of same.


 


7.5          Waivers.


 


A Party may request in
writing that the other Party waive all, or any portion, of the requesting
Party’s responsibilities relative to specific items of the other Parties’
Confidential Information.  Such waiver
request shall identify the affected information with specificity and the nature
of the proposed waiver.  The recipient
of the request shall respond within a reasonable time, and if, in its sole
discretion, it determines to grant the requested waiver, it shall do so in a
writing signed by an employee authorized to grant such request.


 


7.6          Required Disclosure.


 


The confidentiality
obligations imposed by this Article 7 do not apply to the extent, but only
to the extent, that Confidential Information must be disclosed pursuant to a
court order or as required by any regulatory agency or other government body of
competent jurisdiction.  A Party ordered
to disclose the other Party’s Confidential Information shall notify such other
Party immediately upon receipt of such an order to disclose and use all
reasonable efforts to resist, or to assist such other Party in resisting, such
disclosure and, if such disclosure must be made, to limit the disclosure to the
extent legally required and to obtain a protective order or comparable
assurance that the Confidential Information disclosed shall be held in
confidence and not be further disclosed absent the original disclosing Party’s
prior written consent.  This
Article 7 is not intended to limit either Party’s ability to satisfy any
governmentally required disclosure of its relationship with the other Party, or
WSL’s ability to satisfy any requests or demands generated in the course


 


58

















 


of audits of
WSL.  Notwithstanding anything else
contained herein to the contrary; either Party may disclose the other Party’s
Confidential Information as and to the extent required to be disclosed in the
course of the Disclosing Party’s dealings with a court or regulatory body to
enforce its rights under this Agreement, provided
that the Party shall not so disclose the terms of this Agreement
without first making a reasonable and good faith application to the court or
regulatory body to hold the terms and conditions of this Agreement in
confidence under seal.


 


7.7          Remedies.


 


WSL and SITA acknowledge
that any disclosure or misappropriation of Confidential Information in
violation of this Agreement could cause irreparable harm, the amount of which
may be extremely difficult to determine, and which the Parties agree would be
inadequate and insufficient as a remedy at law or in money damages.  Each Party, therefore, agrees that the other
Party shall have the right to apply to any court of competent jurisdiction for
an order restraining any breach or threatened breach of this
Article 7.  This right shall be in
addition to any other remedy available in law or equity.


 


ARTICLE 8:
REPRESENTATIONS, WARRANTIES AND COVENANTS


 


8.1          Compliance with Laws.


 


Each Party represents,
warrants and covenants that it shall ensure for the Term of this Agreement that
it complies with all foreign and domestic laws, statutes, ordinances, rules,
regulations, orders, applicable and material to the provision of Services.  SITA shall secure all domestic and foreign
permits, licenses, and certifications, regulatory approvals and authorizations
(collectively “Permits”) required to provide Services to WSL, and shall take
all lawful steps to maintain such Permits during the Term of this
Agreement.  WSL shall provide reasonable
assistance and information necessary to secure such Permits.


 


8.2           Regulation.


 


(a)           SITA represents, warrants and
covenants that, as of the Effective Date, the terms and conditions in this
Agreement are fully enforceable without being included in a SITA tariff on file
with the appropriate governmental agency. 
SITA covenants that it shall not interpose as a defense in any lawsuit
to enforce WSL’s rights under this Agreement that such terms and conditions are
invalid or unenforceable because of inconsistency with any applicable law or
regulation, or with SITA tariffs, and that SITA shall make no such claim before
any tribunal in a dispute with WSL.  In
the event that SITA interposes such defense or makes such claim, and without
limiting any other remedy that WSL may have under this Agreement, SITA shall
reimburse WSL for all attorneys’ fees and other expenses of contesting such
defense or claim.


 


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(b)           SITA represents, warrants and
covenants that throughout the Term it will make all filings and will maintain
all registrations that may be required of it from time to time in connection
with providing the Services by any governmental body of competent jurisdiction,
including any required tariffs (or the equivalent) as set forth in
Section 15.19 (Tariffs), and WSL shall provide SITA with reasonable
assistance and all necessary information in connection with such filings or
registrations.


 


(c)           SITA represents, warrants and
covenants that throughout the Term, it shall take all necessary steps to ensure
that the rates, terms and conditions set forth in this Agreement remain in full
compliance with all applicable laws, statutes, ordinances, directives, rules,
regulations, licenses, permissions and orders of any ministry, regulator,
agency, court or other body of competent jurisdiction.


 


(d)           SITA represents, warrants and covenants
that throughout the Term it shall promptly notify WSL in writing if a charge of
noncompliance with any applicable law, statute, ordinance, directive, rule,
regulation, license, permission or order of any ministry, regulator, agency,
court or other body of competent jurisdiction that is likely to have a material
and adverse effect on WSL is filed against SITA in connection with the Services
being provided to WSL hereunder.  SITA
shall be fully and solely responsible for any fines, penalties or damages
imposed on SITA or WSL arising from any noncompliance with any law, statute,
ordinance, directive, rule, regulation, license, permission or order of any
ministry, regulator, agency, court or other body of competent jurisdiction with
respect to its delivery of the Services in any jurisdiction for which SITA is
responsible pursuant to this Agreement.


 


8.3          Nature of Services.


 


(a)           SITA represents, warrants and
covenants that at all times during the Term the Services shall conform to the
Specifications.  SITA furthermore
represents, warrants and covenants that the Services will at all times during
the Term include at least the functionality and features set forth in
Attachment SD.


 


(b)           SITA represents, warrants and
covenants that at all times during the Term, SITA shall perform the Services in
a workmanlike manner.


 


8.4          Good Faith Performance.


 


In the performance of
their obligations under this Agreement, each Party shall act fairly and in good
faith.  Where notice, approval or
similar action by a Party is permitted or required by any provision of this
Agreement, such action shall not be unreasonably delayed or withheld.


 


60

















 


8.5          Regulatory Reports.


 


SITA represents, warrants
and covenants that to the best of its knowledge, as of the Effective Date,
there are no legal or regulatory matters or restrictions that could impede
SITA’s ability to provide, or materially affect the cost of all or any portion
of, the Services.  SITA covenants to use
reasonable efforts to inform WSL promptly in writing of all legal and
regulatory developments that have a reasonably strong likelihood of materially
affecting the price terms or conditions under which SITA or SITA Agents provide
the Services or SITA’s ability to provide them in accordance with this
Agreement.


 


8.6          Non-Interference
and Other Matters.


 


(a)           SITA represents, warrants and
covenants that the installation, maintenance and provision of the Services
shall be performed (i) in conformity with reasonable precautions designed
to promote safety, avoid accidents and prevent injury to person or property at
the Installation Sites; (ii) in such a manner as will not, except as
consented to in writing by WSL in advance or as is otherwise specifically
permitted under this Agreement, (A) create any hazardous condition or
interfere with or impair in any material respect the operation of the heating,
ventilation, air conditioning, plumbing, electrical, fire protection, safety,
security, public utilities or other systems or facilities at the Installation
Sites; (B) interfere in any material respect with the use or occupancy of
common areas of the Installation Sites or the premises of any tenant occupying
any space therein; (C) result in SITA causing a delay or restriction, or
SITA imposing any tasks, costs or obligations other than as set forth herein
upon WSL, with respect to, or interfere in any material respect with, the use
or operation of the Installation Sites; and (iii) in such a manner as will
minimize disruption to WSL’s or its customers’ normal business operations that
might arise as a result of such activities.


 


(b)           WSL represents, warrants and
covenants that it will use the Services herein in accordance with the terms and
conditions of this Agreement, that WSL shall take no action with respect to the
use of such Services which would interfere with or cause damage or loss to the
Network, Services or Service Components to the extent that SITA has previously
advised WSL of the circumstances creating such interference or causing such damage
or loss, and that WSL will promptly pay all Charges when due and payable to
SITA.


 


8.7          Authority and Good
Standing.


 


(a)           Each Party represents, warrants and
covenants that it has and shall maintain full power and authority to enter into
this Agreement without the consent of any other person and that it is and shall
continue to be duly organized, validly existing and in good standing under the
laws of the jurisdiction


 


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where it is
incorporated.  Each Party represents,
warrants and covenants that it will assume responsibility for the performance
of its Affiliates and its agents under this Agreement and expressly assumes
liability for the acts, omissions and performance of each such entity to the
same degree as it accepts liability for its own acts, omissions, and
performance.  Without limiting the
generality of the preceding text in this Section 8.7, WSL specifically
represents, warrants and covenants that it has authority to modify and
supersede the Agreement for Telecommunications Services between  Worldspan, L.P.and SITA s.c. with an
effective date of 01 January 1999, as amended (known as the “Asia Pac
Agreement”), as referred to in Section 2.1(a) (Agreement to Provide), despite
any restriction on modification in that “Asia Pac Agreement”.


 


(b)           Each Party represents, warrants and
covenants that it will continue to provide the Services in the event that its
creditors exercise any lien or right of subordination that may exist for any
equipment needed to provide the Services under the Agreement.


 


8.8          No Conflict.


 


Each Party represents,
warrants and covenants that this Agreement and the transactions contemplated
hereby are not in conflict in any material respect with any other agreements or
judicial or administrative orders to which SITA or WSL is a Party or by which
it may be bound.


 


8.9          Valid, Binding and Enforceable.


 


Each Party represents,
warrants and covenants that this Agreement constitutes a valid and binding
agreement as to it, enforceable against, and inuring to the benefit of it and
its successors and permitted assigns in accordance with its terms and the
provisions of all applicable laws. 
Except as may be specifically set forth herein, nothing contained herein
shall be construed as creating any right, claim or cause of action in favor of
any third party against either SITA or WSL. 
SITA represents and warrants that this Agreement is valid, binding and
enforceable with respect to the Services in all countries in which WSL
Installation Sites are located or in which WSL orders Services or Service
Components under this Agreement.


 


8.10        Computer
Viruses and Interconnectivity.


 


(a)           SITA and WSL recognize that it is
possible for software to be produced that would corrupt not only the Services
Software but other software used on the same system, including the operating
system software.  Such corruption of
software may remain dormant and will not necessarily be found during the period
of acceptance testing set forth in Attachment IP.  Such corruption shall be termed “a Virus” or “Viruses.”


 


62

















 


(b)           Each Party represents, warrants and
covenants that, with respect to software it licenses under this Agreement, it
has used reasonable efforts during all writing, execution and copying of the
Services Software to ensure that no Viruses are coded or introduced to the
software and is using, and will continue to use, the latest available, most
comprehensive Virus detection/scanning program.


 


(c)           Each Party represents, warrants and
covenants that in the event that a Virus is found, it shall assist the other
Party in reducing the effect of the Virus, and particularly in the event that a
Virus causes the other Party a loss of operational efficiency or loss of data
it shall assist the other Party to the same extent to mitigate such losses and
restore such Party to its original operating efficiency.


 


8.11        Quiet Enjoyment.


 


SITA represents, warrants
and covenants that WSL shall be entitled to use and enjoy the benefit of the
Services, subject to and in accordance with this Agreement.  Each Party represents, warrants and
covenants that it has good title to, or lawful right to use and provide for the
purposes of this Agreement, any Assets furnished by such Party hereunder, free
and clear of all liens, claims and encumbrances that would interfere with
SITA’s performance under this Agreement. 
SITA further represents, warrants and covenants that the WSL’s use of
the Services and SITA Assets do not infringe any intellectual property rights
of any third party.  WSL further
represents, warrants and covenants that SITA’s use of WSL Assets does not
infringe any intellectual property rights of any third party.


 


8.12        Date Compliance.


 


(a)           SITA warrants that it
will take necessary action and provide resources to enable all software
(including software and any firmware), hardware, networks and equipment used in
connection with the provision and operation of the Service (“Systems”) over
which it has control to be “Date Compliant” (as described below).  SITA shall use reasonable efforts to
mitigate any fault in the Service caused by the non-Date Compliant Systems that
it does not control but to the extent that any fault in the Service is caused
by the non-Date Compliant Systems that it does not control, SITA shall not be
liable to WSL for any loss or damages in the event that any such non-Date
Compliance causes a fault in, or the non-availability of the Service.


 


(b)           For the purposes of
this warranty, “Date Compliant/ce” means process date data from, into and
between the twentieth and twenty-first centuries and accurately perform leap
year calculations. Interfaces of all Systems used in connection with the
provision and operation of the Service will comply with either the ISO 8601
date format or, where applicable, the IATA


 


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Information Management
Committee (IMC) date format. This warranty is to be read in conjunction with
all other terms and conditions of the Agreement and shall apply to any Exhibits
or future amendments which are or may be made hereto.  This warranty supersedes any previous statement or contractual
commitment made by SITA or WSL relating to the subject matter hereto.


 


8.13        [**]


 


8.14        Exclusive Warranties.


 


EXCEPT AS SPECIFICALLY
SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR
IMPLIED, AS TO ANY SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH THIS
AGREEMENT, AND EACH SPECIFICALLY DISCLAIMS ANY AND ALL SUCH OTHER EXPRESS AND
IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.


 


ARTICLE 9 —
INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION; SOFTWARE LICENSE


 


9.1          Software and Data.


 


SITA shall own all right,
title and interest, under all intellectual property and other laws, to all
pre-existing network designs, performance, operation and maintenance data, and
other works, inventions and ideas created by or for SITA (including by any SITA
Agents) prior to May 8, 2000, whether or not utilized by SITA in connection
with its performance under this Agreement. 
All of the foregoing shall be deemed SITA Confidential Information
subject to Article 7 (Confidential Information).  WSL shall own all right, title and interest, under all
intellectual property and other laws, to (i) WSL’s software which WSL
develops or acquires, other than from SITA under this Agreement, in connection
with its telecommunications and related requirements and, (ii) all WSL
network and network interface designs, WSL Network redesigns, WSL designs,
performance, operation and maintenance data, and other works, inventions and
ideas created, developed or acquired by WSL other than that which is obtained
from SITA under this Agreement without the use of WSL Confidential Information.


 


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


 


 


64

















 


9.2          License.


 


SITA hereby grants to
WSL, at no additional charge, a non-exclusive, royalty-free, non-transferable,
license to use the Services Software in accordance with the terms and
conditions of this Agreement.


 


9.3           Indemnification;
Defense.


 


(a)           Each Party (the “Indemnifying Party”
for purposes of this Article 9) agrees to indemnify and hold the other
Party and any director, officer, employee, agent or assign of the other Party
(the “Indemnified Party” for purposes of this Article 9) harmless from and
against any and all liabilities (including royalties or license fees), losses,
damages, costs and expenses (including reasonable attorneys fees) associated
with any claim or action against the Indemnified Party to the extent specified
below.


 


(1)           SITA agrees to indemnify and hold
WSL, as the Indemnified Party, harmless from and against any claim or action
for actual or alleged infringement of any patent, copyright, trademark, trade
secret, or similar proprietary right to the extent that such claim or action
arises from WSL’s use of Services or use of Services Software in accordance
with the terms of the Agreement (“WSL Claims”), provided that the obligations hereunder shall not apply to
the extent (i) WSL or another party on WSL’s behalf or direction modifies
the Services or Services Software, (ii) WSL uses the Services or Services
Software in a manner that does not substantially conform to the applicable
instructions and Documentation, or (iii) WSL combines the Services or
Services Software with products or services not provided or approved by or through
SITA, and no infringement would have occurred without such modification,
non-conforming use, or combination. 
Subject to (i) through (iii) above, the above indemnity shall be deemed
to include coverage for any claims, threatened or actual, brought by a third
party alleging that any use of a Service by WSL in accordance with the terms of
the Agreement infringes such third party’s patents in the area of interactive
telecommunications technology and broadband telecommunications technology,
including computer telephone integration, voice response technology or
interactive call processing.


 


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(2)           WSL agrees to indemnify and hold
SITA, as the Indemnified Party, harmless from and against any claim or action
for actual or alleged infringement of any patent, copyright, trademark, trade
secret, or similar proprietary right to the extent such claim or action arises
from SITA’s transmission of content (“WSL Information”) originating from WSL or
any Worldspan Owned User (“SITA Claims”); provided
that the obligations hereunder shall not apply to the extent
(i) SITA or another party on SITA’s behalf or direction modifies WSL
Information, (ii) SITA or another party on SITA’s behalf or direction
misdirects WSL Information to any party other than the intended recipient, or
(iii) SITA or another party on SITA’s behalf or direction intercepts,
records or discloses the message content of any WSL Information without WSL’s
express written permission.


 


(b)           The Indemnifying Party shall have the
sole right to conduct the defense of any Claim and all negotiations for its
settlement or compromise unless the Parties agree otherwise in writing, provided that no settlement that
materially affects the price or provision of Services or Services Software
shall be entered into without WSL’s prior approval.  The Indemnified Party shall cooperate with the Indemnifying Party
to facilitate the settlement or defense of such Claims.


 


(c)           The Indemnifying Party shall be
responsible for the employment of counsel and for all expenses of defending any
Claim, but the Indemnified Party may employ separate counsel if:  (i) the employment of such counsel has
been specifically authorized in writing by the Indemnifying Party;
(ii) the Indemnifying Party has failed to assume the defense of all or any
portion of any such Claim and employ counsel; or (iii) the named Parties
to any such action (including any impleaded Parties) include both the
Indemnifying and Indemnified Parties, and the Indemnified Party shall have been
advised that there may be one or more legal defenses available to the
Indemnified Party that are different from or additional to those available to
the Indemnifying Party.  In the cases of
different or additional legal defenses, the Indemnifying Party shall not have
the right to direct the defense of such action on behalf of the Indemnified
Party.  The Indemnifying Party shall,
reimburse the Indemnified Party for the reasonable fees and disbursements of
separate counsel in any case in which separate counsel is permitted above.


 


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9.4          Notices.


 


The Indemnifying Party
shall give the Indemnified Party prompt written notice (and copies of all
papers served upon or received by the Indemnifying Party) of any action, or
threat, notice or warning of any Claim (of which the Indemnifying Party has
written notice), against the Indemnifying Party of the kind described in
Section 9.3 (Indemnification; Defense) that has a reasonable likelihood of
success on the merits and that could, if successful, have a material impact on
WSL’s use of such Services or SITA’s provision of such Services.  The Indemnified Party agrees to give the
Indemnifying Party prompt written notice of any Claim of which it becomes aware
and copies of all papers served upon or received by the Indemnified Party
relating to same.


 


9.5          Enjoined Use.


 


(a)           If SITA’s provision or WSL’s use of
any Service is prohibited or enjoined as a consequence of a Claim and the cause
of such prohibition or injunction is not subject to Section 9.3(a)(1)(i)
through (iii) (Indemnification; Defenses) and is not based on WSL’s
Intellectual Property, SITA shall take the following actions at its own expense
and in the listed order of preference: 
(i) procure for WSL the right to continue using such Service;
(ii) modify such Service so that it is non-infringing (provided that such modification does not
impair the features or functions of the Service as detailed hereunder); or
(iii) upon written notice to WSL, substitute for such Service a
comparable, non-infringing Service.  If
neither (i) nor (ii) nor (iii) is reasonably commercially attainable, then SITA
shall discontinue providing such Service to WSL and refund to WSL a pro rata amount of all fees paid by WSL
for such Service in advance based upon the time of such discontinuance, and the
Preferred Provider Commitment shall be reduced in accordance with
Section 2.3 (Preferred Provider Commitment).


 


(b)           The remedies provided for in this
Section 9.5 shall be WSL’s sole remedies and SITA’s sole liability with
respect to such enjoined use for the period that would be permitted under
Section 11.3 (Performance Times) if the date of issuance of such
injunction were deemed the commencement date of a Force Majeure Condition. 
Such period shall be in lieu of any other extensions of performance that
might be available under Article 11 (Force
Majeure) in connection with such injunction, and such deemed Force Majeure Condition shall only be
available to excuse SITA’s non-performance once in connection with any
injunction issued with respect to the affected service area regarding the same
alleged infringement and related subject matter.


 


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ARTICLE 10
— LIMITATION OF LIABILITY; THIRD PARTY CLAIMS


 


10.1        Indemnification
of Third Party Claims.


 


(a)           Subject to Section 10.2
LIMITATION OF LIABILITY AND LIMITED WARRANTY), each Party (the “Indemnifying
Party” for purposes of this Article 10) shall indemnify, defend and hold
the other Party and its Affiliates (the “Indemnified Party” for purposes of
this Article 10) harmless against all liability, loss, damage and expense
(including reasonable legal fees and disbursements) resulting from claims or
actions brought by third parties against the Indemnified Party in connection
with:  (i) injury to or death of
any person; (ii) loss of or damage to tangible real or tangible personal
property or the environment, in each case to the extent that such liability,
loss, damage or expense was proximately caused by any negligence or willful
misconduct by the Indemnifying Party, its agents, employees or subcontractors,
in connection with the provision or use of Services; and (iii) claims or
actions brought by third parties against the Indemnified Party, in each case
(i) through (iii) when arising out of or in connection with the Indemnifying
Party’s breach of any of its warranties, representations or covenants in
Sections 8.1 (Compliance with Laws), 8.2 (Regulation), 8.5 (Regulatory Reports)
and 8.12 (Date Compliance))..


 


(b)           The Indemnified Party shall inform
the Indemnifying Party of the facts and circumstances of any occurrence of any
such claim or action within 15 days of the Indemnified Party’s first knowledge
thereof, provided that the
Indemnifying Party shall control the defense of, and settlement of any such
claim or action.  The Indemnifying Party
shall be responsible for the employment of counsel and for all expenses of
defending such claims, but the Indemnified Party may employ separate counsel if
(i) the employment of such counsel has been specifically authorized in
writing by the Indemnifying Party; (ii) the Indemnifying Party has failed
to assume the defense of any such claim and employ counsel; or (iii) the
named Parties to any such action (including any impleaded Parties) include both
the Indemnified Party and the Indemnifying Party, and the Indemnified Party
shall have been advised that there may be one or more legal defenses available
to it that are different from or additional to those available to the Indemnifying
Party.  In the case of different or
additional legal defenses, the Indemnifying Party shall not have the right to
direct the defense of such action on behalf of the Indemnified Party.  The Indemnifying Party shall reimburse the
Indemnified Party for the reasonable fees and disbursements of separate counsel
in any case in which separate counsel is permitted above.  Neither SITA nor WSL shall enter into any
settlement that materially affects the other Party without such other Party’s
prior written consent, which consent shall not be unreasonably withheld.


 


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10.2        LIMITATION OF
LIABILITY AND LIMITED WARRANTY.


 


(A)          LIMITATION OF LIABILITY.
SUBJECT TO SECTION 10.2(C), NEITHER PARTY SHALL BE LIABLE TO THE OTHER,
AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS THAT MIGHT ARISE AGAINST THE
OTHER PARTY, FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST REVENUES, LOST PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE
OR LOSS OR DESTRUCTION OF DATA, ARISING FROM THE OTHER PARTY’S PERFORMANCE OR
FAILURE TO PERFORM UNDER THIS AGREEMENT, OR FROM THE OTHER PARTY’S
NEGLIGENCE.  THIS PARAGRAPH SHALL NOT BE
CONSTRUED AS A LIMITATION UPON EITHER PARTY’S RIGHT TO SEEK ITS DIRECT DAMAGES.


 


(B)           LIMITATION OF LIABILITY.
SUBJECT TO SECTION 10.2(C), A PARTY’S LIABILITY TO THE OTHER AS A RESULT
OF THE FIRST MENTIONED PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS
AGREEMENT, OR NEGLIGENCE OR OTHER TORTS, WILL NOT EXCEED THE AMOUNT OF [**]
UNITED STATES DOLLARS ($[**]) (“LIABILITY CAP”) IN RESPECT OF ALL INCIDENTS
DURING THE TERM OF THE AGREEMENT, PROVIDED
THAT A PARTY SHALL NOT BE LIABLE FOR DIRECT DAMAGES UNDER THIS
AGREEMENT WHERE (I) A SOLE AND EXCLUSIVE REMEDY IS OTHERWISE SET FORTH IN THE
AGREEMENT OR (II) SERVICE CREDITS/SCUS ARE PROVIDED IN ATTACHMENT SLA.  EXCEPT IN THE CASE OF MATERIAL BREACH, A
PARTY SEEKING DAMAGES FOR BREACH OF THE AGREEMENT SHALL FIRST PROVIDE THE
BREACHING PARTY WRITTEN NOTICE THEREOF AND A 30 DAY PERIOD DURING WHICH TO REMEDY
THE BREACH.  SERVICE CREDITS/SCUS SHALL
NOT BE CONSIDERED DIRECT DAMAGES FOR PURPOSES OF THE LIABILITY CAP AND SHALL BE
IN ADDITION THERETO NOR SHALL THEY BE SUBJECT TO THE 30-DAY CURE PERIOD SET
FORTH ABOVE.


 


(C)           LIMITATION OF LIABILITY.
NOTHING CONTAINED IN SECTION 10.2(A) OR (B) OR (D) SHALL LIMIT A PARTY’S
LIABILITY TO THE OTHER FOR: 
(I) INJURY TO OR DEATH OF A PERSON, (II) DAMAGE TO REAL OR
TANGIBLE PERSONAL PROPERTY TO THE EXTENT CAUSED BY A PARTY’S GROSS NEGLIGENCE
OR INTENTIONAL OR WILLFUL MISCONDUCT, OR (III) ITS INDEMNIFICATION
OBLIGATIONS UNDER SECTION 9.3 (INDEMNIFICATION; DEFENSE) AND
SECTION 10.1(A)(I) (INDEMNIFICATION OF THIRD PARTY CLAIMS), IN EACH CASE
(I) THROUGH (III) WHERE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.  NOTHING CONTAINED IN SECTION 10.2(B)
SHALL LIMIT WSL’S OBLIGATIONS WITH RESPECT TO CHARGES (LESS ANY APPLICABLE
CREDITS) INCURRED FOR SERVICES, SHORTFALL CHARGES OR TERMINATION CHARGES IN
ACCORDANCE WITH SECTION 14.1(B) (TERMINATION BY WSL) OR SITA’S LIABILITY
FOR SERVICE CREDITS/SCUS.


 


(D)          MANAGED ISP SERVICES – 
LIMITED WARRANTY AND LIMITATION OF LIABILITY, SPECIAL SERVICE RELATED
PROVISION


 


(i)            LIMITED WARRANTY. 
SITA WILL PERFORM THE MANAGED ISP SERVICES IN A DILIGENT AND WORKMANLIKE
MANNER, USING APPROPRIATELY QUALIFIED PERSONNEL.  EXCEPT FOR THIS WARRANTY, SITA DOES NOT WARRANT THESE SERVICES IN
ANY WAY.  IN PARTICULAR, ANY PRODUCTS OR
SERVICES OF A THIRD PARTY INTERNET SERVICE PROVIDER (“ISP”) MADE AVAILABLE
UNDER THIS AGREEMENT ARE PROVIDED “AS IS”.


 


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


 


69

















 


(ii)           LIMITATION OF LIABILITY.  NOTWITHSTANDING ANY PROVISION HEREIN TO THE
CONTRARY, AND EXCEPT TO THE EXTENT OF THE NON-PERFORMING OR WRONGFUL PARTY’S
OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT (WHICH SHALL BE TREATED UNDER THE
GENERAL LIMITATION OF LIABILITY AND “LIABILITY CAP” UNDER SECTIONS 10.2(A),
10.2(B) AND 10.2(C)), NEITHER PARTY ASSUMES ANY LIABILITY FOR ANY MANAGED ISP
SERVICE NON-AVAILABILITY, NOR ANY LOSS OF OR CORRUPTION OF DATA ASSOCIATED WITH
THE PROVISION OF THE MANAGED ISP SERVICES, NOR FOR ANY BREACH OF A FIREWALL,
NOR FOR THE CONSEQUENCES OF THOSE OR ANY OTHER FAILURE OF THE MANAGED ISP
SERVICES SERVICES.  EXCEPT TO THE EXTENT
OF THE NON-PERFORMING OR WRONGFUL PARTY’S OWN GROSS NEGLIGENCE  OR WILFUL MISCONDUCT (WHICH SHALL BE COVERED
BY THE LIMITATIONS OF LIABILITY AND “LIABILITY CAP” UNDER SECTIONS 10.2(A),
10.2(B) AND 10.2(C)), IN NO EVENT WILL A PARTY’S LIABILITY UNDER ANY CLAIM MADE
BY THE OTHER PARTY OR ANY THIRD PARTY, UPON ANY GROUNDS, EXCEED THE GREATER OF
(1) AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO
SITA FOR THAT PARTICULAR SITE UNDER THIS CONTRACT FOR THE THREE-MONTH PERIOD
PRECEDING THE EVENTS GIVING RISE TO THE CLAIM; OR (2) ANY AMOUNT RECOVERED FROM
SITA FROM THE ISP GIVING RISE TO THE CLAIM. 
THE PARTIES HEREBY ACKNOWLEDGE THAT THIS CLAUSE TAKES ACCOUNT OF THE
PRICING ASSOCIATED WITH THE MANAGED ISP SERVICE AND THE RESPECTIVE RISKS OF THE
PARTIES.  THIS CLAUSE SHALL NOT BE
CONSTRUED TO LIMIT EITHER PARTY’S LIABILITY IN THE EVENT OF BODILY INJURY OR
DEATH.


 


(iii)          PASS-THROUGH OF THIRD-PARTY ISP
TERMS.  NOTWITHSTANDING THE ABOVE TEXT
OF THIS SECTION 10.2(D) (MANAGED ISP SERVICES – LIMITED WARRANTY AND LIMITATION
OF LIABILITY, SPECIAL SERVICE RELATED PROVISION), SITA WILL PASS THROUGH TO WSL
ALL WARRANTIES, PENALTIES OR OTHER FORMS OF FINANCIAL COMPENSATION WHICH IT
RECEIVES FROM A THIRD PARTY ISP, AS PART OF THE PRICING AND SERVICE LEVEL
AGREEMENT TERMS ASSOCIATED WITH THE MANAGED ISP SERVICE.


 


10.3        Liability Under Third Party
Arrangements.


 


No contract, subcontract
or other agreement entered into by SITA with any third party in connection with
its provision of Services (including any such agreement assigned by WSL to
SITA) shall provide for any indemnity, guarantee, assumption of liability or
other obligation of, to or by WSL with respect to such arrangements, except as
consented to in writing by WSL or Worldspan L.P.


 


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ARTICLE 11 — FORCE MAJEURE


 


11.1        Force Majeure
Conditions and Effect.


 


(a)           In no event shall either Party be
liable to the other for any delay or other failure to perform hereunder that is
due:  (i) to the other’s delay in
supplying or failure to supply approvals, information, materials or services
called for or reasonably required under the terms of this Agreement provided
the Party claiming excusable delay or other failure to perform has previously
requested such approvals, information, materials or services with reasonable
advance notice; or (ii) to causes beyond the reasonable control of the
Party claiming excusable delay or other failure to perform, including acts of
God, acts of a public enemy, acts of a governmental authority, fires, floods,
epidemics, riots, theft, quarantine restrictions, war, riot, malicious acts of
damage, civil commotion, power failures, labor disputes and freight embargoes
(collectively, “Force Majeure Conditions”).  Notwithstanding the foregoing, the failure
of an Access Provider or other foreign carrier to perform its responsibilities
which adversely affects the provision of Services hereunder and acts of a governmental
authority that give rise to WSL’s right to terminate this Agreement as provided
in Section 14.1(a)(i) (Termination by WSL) shall not be deemed Force Majeure Conditions unless the Access
Provider or other foreign carrier’s failure to perform results from a Force Majeure condition.


 


(b)           Notwithstanding Section 11.1(a),
no delay or other failure to perform shall be excused pursuant to this
Article 11:  (i) by the acts
or omissions of a Party’s subcontractors, material men, suppliers or other
third persons providing products or services to such Party unless such acts or
omissions are themselves the product of a Force
Majeure Condition; and (ii) unless such delay or failure and
the consequences thereof are beyond the control, and without the fault or
negligence, of the Party claiming excusable delay or other failure to perform.


 


(c)           Under no circumstances will SITA’s
failure to deliver Services as a result of Date Compliance be considered a Force Majeure Condition if such failure is
the result of malfunctions of the Network.


 


11.2        Duty to Mitigate.


 


Each Party shall, with
the cooperation of the other, exercise reasonable efforts to mitigate the
extent of a delay or failure resulting from a Force
Majeure Condition and the adverse consequences thereof.  SITA’s reasonable efforts shall
include:  (a) performance of
required work or provision of Services or related services with the use of
qualified management or other personnel or subcontractors, as permitted by this
Agreement; (b) using commercially reasonable efforts to contract for services,
equipment, materials or supplies required for SITA’s timely performance
hereunder from carriers and suppliers not affected (or less affected) by the
cause of a delay or failure, subject


 


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to WSL’s
reasonable approval, which shall not unreasonably be withheld, where such
purchases will enable SITA to provide and maintain the Services in accordance
with the terms of this Agreement; and (c) cooperating with WSL’s efforts
to secure necessary replacement services from other carriers.


 


11.3        Performance Times.


 


Performance times under
this Agreement (but not the Term) shall be extended for a period of time
equivalent to the time lost because of any failure to perform that is excusable
under this Article 11; provided,
however, that if any Force
Majeure Condition is reasonably expected to prevent SITA from
providing the Services for a period of 30 or more consecutive days, and
notwithstanding Section 11.1 (Force
Majeure Conditions and Effect), WSL may discontinue the affected
Service or Service Component(s) without liability in accordance with
Section 14.3(a)(i) (Partial Discontinuance), except that WSL shall pay
SITA for any actual expenses paid by SITA to an Access Provider as a result of
discontinuance of the Access Line associated with the affected Service or
Service Component(s) and for the net book value of customer premises equipment
supplied by SITA to WSL in connection with the affected Service or Service
Component(s).  Upon SITA’s receipt of
such charges for customer premises equipment supplied by SITA to WSL, SITA
agrees to execute and deliver to WSL a bill of sale and such other good and
sufficient instruments of conveyance, assignment, or transfer, in form and
substance satisfactory to WSL, to vest in WSL good and marketable title to such
customer premises equipment supplied by SITA to WSL.  Such title shall be free of all mortgages, liens, pledges,
custodianships, security interests, objections, or any other encumbrances,
claims, or charges of any kind (collectively, “Liens”), including Liens
asserted by a manufacturer or supplier whose equipment, software, or material
is included as part of such customer premises equipment supplied by SITA to
WSL.


 


11.4        Substitute Services.


 


Notwithstanding
Section 11.1 (Force Majeure Conditions
and Effect), each Party shall give the other prompt notice of any event that it
claims is a Force Majeure Condition
under this Article 11 and of the cessation of the condition.  If SITA cannot promptly provide at WSL’s
expense a suitable temporary alternative to a Service interrupted or delayed by
a Force Majeure Condition for a
period of five or more consecutive days, WSL may contract at its expense for
the reasonably expected duration of the Force
Majeure Condition, with one or more third parties for substitutes
for any or all affected Services or Service Components, and temporarily suspend
SITA’s provision of such Services or Service Component(s) that are the subject
of that Force Majeure Condition
until the expiration of such a short-term contract with a third party for
substitute services (the “Temporary Period of Suspension”), after which WSL


 


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shall resume its contractual obligations to receive
and pay for the restored SITA Service or Service Component previously affected
by the Force
Majeure Condition.  The
exercise by WSL of its right to suspend and substitute services in accordance
with this Section 11.4 shall not affect WSL’s right to discontinue Service
in accordance with Section 11.3 (Performance Times), provided that such right to
discontinue is exercised prior to SITA’s declaration to WSL that the affected
Service or Service Component is restored and ready for use at the expiration of
the Temporary Period of Suspension. 
SITA shall keep WSL apprised of its progress toward restoration of the
affected Service or Service Component, including notifying WSL at least one day
in advance of the expected restoration date.


 


11.5        Impact of Suspension or Termination of
Affected Service Components.


 


If WSL terminates or
suspends Service Components affected by a Force Majeure Condition as permitted under
Section 11.3 (Performance Times) and Section 11.4 (Substitute
Services):


 


(a)           SITA shall not charge WSL for any
Services or Service Components (A) terminated following the effective date
of such termination or (B) suspended during the period of suspension; and


 


(b)           SITA shall credit WSL with a pro rata portion
of all prepaid rates and charges for such Service Components during the period
of the Force
Majeure Condition.


 


11.6        Other Remedies.


 


Nothing contained in this
Article 11 shall limit the right of either Party to make any claim against
third parties for any damages caused by a Force Majeure Condition.


 


ARTICLE 12 — INDEPENDENT
CONTRACTOR


 


Except as specifically agreed to in writing by the
Parties, in performing this Agreement, each Party agrees that it and its
subcontractors shall operate as and for all purposes be considered independent
contractors and not agents of the other, and neither Party shall have authority
to bind or otherwise obligate the other in any manner whatsoever.  All personnel of either Party shall remain
under the exclusive direction and control of such Party and shall not be deemed
to be employees nor agents of the other. 
Each Party shall be solely responsible for payments of all its
personnel’s compensation, including overtime wages, employee benefits, social
security taxes, employment taxes and any similar taxes, and workmen’s
compensation, disability and other insurance, and the withholding or deduction,
if any, of such items to the extent required by applicable law.


 


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ARTICLE 13 —
TERM; TRANSITION OF SERVICES


 


13.1        Term of Agreement.


 


This Agreement shall
commence as of the Effective Date and shall continue in full force and effect
for an Initial Term of three (3) years beginning the first day of the first
month following the Effective Date (“Initial Term”), as may be extended by a
Transition Period A under Section 13.2(b) (Transitional Support), or
Transition Period B under Section 13.2(c) (Transitional Support), or terminated
earlier in accordance with its provisions (collectively the “Term”).  SITA shall give WSL written notice of the
impending expiration of this Agreement 120 days before such expiration.  WSL agrees to notify SITA in writing at
least 30 days prior to expiration if it intends to utilize the 90day transition
period beyond the expiration, as described in Section 13.2.


 


13.2        Transitional Support.


 


(a)           SITA has been advised and understands
that the Services are vital to WSL and must be continued with minimal
interruption, and that upon the termination or expiration of this Agreement a
successor vendor may be retained to provide such services or WSL may resume the
Services itself.  SITA agrees to
maintain the level and quality of Services required under this Agreement during
a transition to a successor, and to cooperate in an orderly and efficient
transition to such successor.


 


(b)           SITA agrees to furnish phase-out
Services for up to three months, where WSL terminates this Agreement without
cause under Section 14.1(b) (Termination by WSL), upon the expiration of
the Term, or where SITA terminates this Agreement for WSL’s default under
Section 14.2(a) or (b) (Termination by SITA), provided,
that if SITA terminates for WSL’s non-payment of Services, SITA will
only provide phase-out Services on receipt from WSL of any and all undisputed
outstanding Charges and other sums due and payable to SITA under this Agreement
and collateral security in the form of an irrevocable letter of credit from a
third party issuer reasonably acceptable to SITA in an amount equal to the
reasonably expected Charges for the three month transition services, taking
into account that, during such period, WSL will be reducing its usage of the
Services provided by SITA as it transitions to services provided by a successor
vendor (such three month period being called “Transition Period A.”).  During Transition Period A, all of the terms
and conditions (including the Charges) contained herein, with the exception of
those terms and conditions specifically listed in this Section 13.2(b), shall
apply to the provision of the Services. 
The following terms and conditions shall not apply during Transition
Period A:  (i) Section 2.3 (Preferred
Provider Commitment); (ii) Section 2.13 (Optimization); (iii) Section 4.1
(Additional Services); and (iv) Service Credits/SCUs as provided under
Attachment SLA.


 


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(c)           Where WSL terminates this Agreement
for cause pursuant to Section 14.1(a) (Termination by WSL), SITA agrees to
furnish phase-out Services for up to 18 months following the effectiveness of
WSL’s termination of this Agreement for cause pursuant to Section 14.1(a)
(Termination by WSL) (such 18-month period being called “Transition Period B”)
if requested by WSL in writing on or before the effective date of
termination.  During Transition Period
B, all of the terms (including price and discount terms in effect on the date
of termination or expiration) and conditions contained herein, with the
exception of those terms and conditions specifically listed in this
Section 13.2(c), shall apply to the provision of the Services.  The following terms and conditions shall not
apply during the Transition Period B: 
(i) Section 2.3 (Preferred Provider Commitment);
(ii) Section 2.13 (Optimization), (iii) Section 4.1 (Additional
Services).  WSL shall receive Service
Credits/SCUs during Transition Period B in accordance with the terms this
Agreement, provided, however, that the
aggregate value of all Service Credits/SCUs received by WSL during Transition
Period B shall not exceed two times the aggregate value of all Service
Credits/SCUs received by WSL during the 6-month period immediately preceding
the effective date of termination of the Agreement.


 


In addition, SITA agrees to negotiate in good faith a
plan with WSL and SITA’s successor(s) that specifies the nature, extent and
schedule of the phase-out Services.  As
part of such phase-out Services, SITA shall, at no cost to WSL and consistent
with SITA’s contractual obligations with third parties regarding non-disclosure,
give WSL or its designee(s) all information reasonably required by WSL to
facilitate a smooth transition to a successor. 
The disclosure of such information is subject to the execution of a
valid Non-Disclosure Agreement.


 


(d)           For greater certainty the Parties
acknowledge and agree as follows: (1) Any services provided by SITA beyond
Transition Period A and Transition B which are not the subject of a separate
agreement between the Parties shall be charged to WSL at the then current SITA
Tariff of Products and Services (“TOPS”) rates or SITA’s published price list
in effect at that time and SITA’s usual terms and conditions for the provision
of the remaining products and services shall govern, all in accordance with the
SITA/Worldspan Tel 1⁄2 Agreement.  (2) Any
connections or other services remaining upon expiry of either Transition Period
A or B shall be the subject of a connection cessation order (or equivalent) or
will remain connected/provided on the basis of the rights and obligations of
the Parties under the Tel 1⁄2 Agreement.


 


13.3        Hiring of Personnel.


 


Neither Party shall,
during the period from the Effective Date until 6 months after the end of the
Term (howsoever arising), directly or indirectly solicit or offer employment or
engagement to any of the staff of the other Party who have been substantially
and directly involved in the provision of Services without the other’s prior
agreement in writing.  This clause shall
not apply to any


 


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engagement which was as a result of an unsolicited
approach to that Party by the employee in question, results from general
recruitment campaigns, open advertising or approaches from the Parties where
such approaches are not the result of the relationship created by this
Agreement.


 


13.4        Removal of Property.


 


Upon termination or
expiration of this Agreement, SITA shall promptly remove any property that SITA
has installed on the Installation Sites or other WSL premises.  Any such property not removed within 6
months after the end of the Term and/or the cessation of use of the Services by
WSL at an Installation Site shall be deemed abandoned by SITA, provided that WSL has given SITA at least
30 days prior written notice of WSL’s decision to dispose of such property,
and, provided, further, that WSL
shall have no responsibility for or liability in connection with (including for
the net book value thereof) any loss or damage to any such property that SITA
does not remove from the affected Installation Site within 90 days following
the end of the Term and/or from the date of written notification from WSL of
cessation of use of the Services at such Installation Site.  SITA shall use reasonable care in removing
such property and shall return the Installation Sites and other WSL premises to
their original condition, reasonable wear and tear excepted.


 


ARTICLE 14 —
TERMINATION AND REMEDIES


 


14.1        Termination by WSL.


 


(a)           WSL shall have the right to terminate
this Agreement in its sole discretion with no liability to SITA (including for
any pass-through charges permitted hereunder) other than for charges (less any
applicable credits) for Services incurred prior to and remaining unpaid as of
the effective date of such termination if any one or more of the following
occurs:


 


(i)            Upon 30 days prior written notice to
SITA, if SITA is required to cease and does cease providing any material
portion of the Services as a result of any change in applicable law, rule,
regulation, or of any order, judgment or decision by any governmental authority
of competent jurisdiction (including injunctions), or SITA agrees to cease or
informs WSL that it intends to cease providing any material portion of the
Services in contemplation or acknowledgment of or to avoid the consequences of
any such change, order, judgment or decision;


 


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(ii)           Upon 30 days prior written notice to
SITA, if SITA shall have materially breached or materially defaulted (or
committed any series of breaches or defaults which in the aggregate constitute
a material breach or material default) any of the terms and conditions of this
Agreement, unless 30 days following SITA’s receipt of notice of such breach or
default, SITA has cured such breach or default, provided, however, that no notice of termination pursuant to
this clause may be given prior to the completion of the dispute resolution
process set forth in Section 15.8 (Dispute Resolution);


 


(iii)          Upon 30 days prior written notice to
SITA, if (A) SITA fails to provide a material portion of the Services
(measured by expenditures for all Services provided at all Installation Sites
over the most recent quarter) for 30 days, or (B) WSL would have the right
to discontinue 30 percent or more (measured by expenditures for all Services
provided at the affected Installation Sites over the most recent quarter) of
the Services or Service Components under any provision of this Agreement that
permits such discontinuance without liability (including Attachment SLA);


 


(iv)          Upon 30 days prior written notice to
SITA, if an order is made or an effective resolution is passed for the
dissolution or winding up of SITA except for the purposes of an amalgamation,
reorganization, bulk transfer of assets, or merger, if a creditor takes
possession of or a receiver is appointed over the whole or any material part of
the undertaking or assets of SITA, or if SITA becomes insolvent or makes any
special or general assignment for the benefit of creditors or is the subject of
a voluntary or involuntary filing under the bankruptcy laws of any
jurisdiction; or


 


(v)           Immediately upon written notice to
SITA, if final adjudicated claims against SITA have exceeded its limit of
liability set forth in Section 10.2(b) (Limitation of Liability).


 


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(b)           For purposes of
Sections 14.1(a)(i) and (iii), a “material” portion of the Services shall
be conclusively established if SITA ceases to provide 30 percent or more of the
Services (measured by expenditures over the most recent quarter) provided under
the Agreement, and may be shown at less than 30 percent if SITA’s cessation of
such Services has a material adverse impact on WSL’s business under this
Agreement and such impact is certified in a letter from an officer of WSL
accompanying WSL’s notice of termination and is concurred with by SITA or in
the absence of such concurrence by concurrence of an Arbitrator appointed in
accordance with and subject to the procedures set forth in Section 15.9
(Arbitration), provided that arbitration
to determine whether there has been a material adverse impact on WSL’s business
under this Agreement shall also be determinative of the validity of WSL’s
notice of termination without liability under the above-referenced
Sections.  If WSL terminates the
Agreement without liability under this Section 14.1(a), WSL may collect
direct damages arising from event(s) upon which such termination is based in
accordance with the terms of this Agreement.


 


14.2        Termination by SITA.


 


SITA shall have the right
to terminate this Agreement if any one or more of the following occurs:


 


(a)           Upon 30 days prior written notice to
WSL, if WSL shall have materially breached or materially defaulted (or
committed any series of breaches or defaults which in the aggregate constitute
a material breach or material default) of any of the terms and conditions of
this Agreement, unless within 30 days following receipt of SITA’s notice of
such breach or default, WSL has cured such breach or default, which, in the
case where WSL’s material breach involves non-payment of Charges within 30 days
after the date on which such Charges became due and payable to SITA under this
Agreement (other than Charges subject to a bona
fide dispute), WSL’s cure of such breach means WSL has paid such
Charges and interest thereon in accordance with the interest rates as set forth
in the Tel 1⁄2 Contract. Subject to Section 14.4 (Performance Pending Outcome of
Disputes), no notice of termination pursuant to this Section 14.2(a) may
be given prior to the completion of the dispute resolution process set forth in
Section 15.8 (Dispute Resolution);


 


(b)           Upon 30 days prior written notice to
WSL, if an order is made or an effective resolution is passed for the
dissolution or winding up of the other party except for the purposes of an amalgamation,
reorganization, bulk transfer of assets or merger, if a creditor takes
possession of or a receiver is appointed over the whole or any material part of
the undertaking or assets of WSL, or if WSL becomes insolvent or makes any
special or general assignment for the benefit of its creditors or is the
subject of a voluntary or involuntary filing under the bankruptcy laws of any
jurisdiction; or


 


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(c)           Immediately upon written notice to
WSL, if final adjudicated claims against WSL have exceeded its limit of
liability set forth in Section 10.2(b) (Limitation of Liability).


 


14.3        Partial Discontinuance.


 


(a)           WSL may discontinue
without liability to SITA (including for any pass through charges permitted
hereunder or Access Provider discontinuance charges) except for charges (less
any applicable credits) for such Service(s) or Service Component(s) incurred
prior to, and remaining unpaid as of, the effective date of such
discontinuance:


 


(i)            immediately upon written notice to
SITA where particular Services or Service Components may be discontinued by WSL
without liability as is permitted by this Agreement, including under
Section 2.6 (Redesigns and Modifications to the Network),Section
2.14(b)(viii) (Contingency and Recovery),Section 11.3 (Performance Times)
(subject to WSL’s obligation to pay amounts as set forth in Section 11.3)
and Section 15.19 (Tariffs);


 


or


 


(ii)           Upon 30 days prior written notice to
SITA, if SITA files tariff revisions (or the equivalent) that would materially
and adversely affect the prices, terms or conditions under which WSL is offered
the Services and if SITA is unable to provide WSL with a credit to be applied
against Charges applicable to the Services in a jurisdiction in which SITA is
permitted to offer the Services under a customer-specific contract, which
credit shall be equal to the difference between the tariff rates and those set
forth in this Agreement.


 


(b)           In the event of a partial
discontinuance under this Section 14.3, the Preferred Provider Commitment
shall be reduced in accordance with Section 2.3 (Preferred Provider
Commitment).


 


14.4        Performance Pending Outcome of
Disputes.


 


(a)           Notwithstanding anything in this
Agreement to the contrary, in the event a matter subject to a bona fide, good faith dispute is submitted
to the dispute resolution processes (including arbitration) described in this
Agreement, neither Party may, during the pendency of such dispute, use such
matter as grounds for termination of this Agreement pursuant to
Section 14.1(a)


 


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(Termination by WSL) or Section 14.2 (Termination
by SITA) or as a grounds for partial discontinuance pursuant to
Section 14.3 (Partial Discontinuance). 
During the pendency of any dispute submitted to the dispute resolution
process, each Party shall continue to perform its respective obligations under
this Agreement and SITA shall not discontinue, disconnect, or in any other
fashion cease to provide all or any material portion of the Services unless
otherwise directed by WSL, nor shall WSL cease, discontinue, set-off, reduce
deduct or withhold from payment for any and all amounts not subject to dispute.


 


(b)           The foregoing Section 14.4(a)
shall not apply where (i) a Party claims that the other Party (the
“Defaulting Party”) has committed a material breach of this Agreement and the
Defaulting Party has neither submitted such matter to the dispute resolution
processes (including arbitration) set forth in this Agreement within the applicable
cure period nor cured such breach within the applicable cure period, or such
Party has submitted such matter to litigation within the applicable cure
period, has been found by the final decision of the court under the dispute
resolution procedures set forth herein to be in default under the Agreement,
and has failed to cure the default within the cure period specified in
Section 14.1(a) (Termination by WSL) or Section 14.2 (Termination by
SITA) following such final decision; (ii) the dispute or controversy
between the Parties relates to harm to the SITA’s network allegedly caused by
WSL, and WSL does not immediately cease and desist from the activity giving
rise to the dispute or controversy after receipt of notice thereof; or
(iii) a governmental authority of competent jurisdiction determines that
WSL is making unlawful use of the Services and WSL does not cease and desist
from such use promptly after receipt of notice thereof.


 


ARTICLE 15 –
MISCELLANEOUS


 


15.1        Advertising or Publicity.


 


Neither SITA nor WSL
shall make public reference to the existence or terms of this Agreement without
prior written approval of the other Party. 
This prohibition includes use of the other’s name, trademarks or logos
or any other reference to the other Party directly or indirectly in any
advertising, sales presentation, news release, release to any professional or
trade publication or for any other purpose. 
Notwithstanding the foregoing, either Party may announce the fact and time
of having concluded this Agreement, without including any of its specific
terms.


 


15.2        Successors and Assigns.


 


This Agreement shall be
binding on the Parties and their respective legal successors and permitted
assigns.


 


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15.3        Assignment.


 


Either Party may transfer
its rights under this Agreement to any successor who acquires substantially all
of the assets and business of such Party or to any wholly owned subsidiary of
such Party, subject to the membership rules of SITA. Neither Party may assign
its rights under this Agreement to any other person and/or entity without the
written consent of the other Party, such consent shall not be unreasonably
withheld.


 


15.4        Subcontracting.


 


(a)           SITA may subcontract or delegate to
SITA Agents or Access Providers the performance of any portion of the Services
and, upon written notice to WSL, change its designated SITA Agents or Access
Providers that are providing Services at Installation Sites.  The Parties hereby acknowledge that upon
execution of this Agreement, Equant Network Services Limited (and its
Affiliates) (“Equant”), a network services provider which owns or leases
network Assets, is SITA’s key subcontractor in the provision of SITA
Services.  Upon request of WSL, SITA
shall identify SITA Agents and Access Providers to WSL.  With the exception of monopoly providers of
Access Lines in a particular geographic area in which Services are provided
under the Agreement, and to the extent SITA is reasonably able to reach
agreement with the Access Provider in question concerning such non-disclosure
agreement, WSL may require the execution by any Access Provider of a
non-disclosure agreement with non-disclosure obligations at least as stringent
as those set forth in this Agreement, unless otherwise agreed by the
Parties.  SITA shall cause any Affiliate
of SITA or any SITA Agent or Access Provider providing Services to comply with
the requirements of this Agreement with respect to such Services, and SITA
shall be contractually, legally and financially responsible and primarily
liable hereunder for the performance of all obligations, and fulfillment of all
terms and conditions with respect to services performed in connection with this
Agreement by any Affiliate of SITA or any SITA Agent or Access Provider.  For the avoidance of doubt, SITA’s use of
any Affiliate or SITA Agent or Access Provider to provide Services or Service
Components shall not increase the Charges for the Services or Service
Components except that Access Provider charges may be passed through to WSL as
expressly set forth in Attachment RC.


 


(b)           Each Party shall remain fully
responsible for the performance of this Agreement in accordance with its terms,
including any obligations performed through its Affiliates, subcontractors or
agents, and each Party shall be solely responsible for payments due its
subcontractors and agents.  Each Party
shall cause its subcontractors and agents to comply with the requirements of
this Agreement.  Each Party shall be
fully responsible for any obligations it elects to subcontract or delegate to
an agent.


 


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(c)           The Parties acknowledge and agree
that no subcontractor or agent of either Party shall for any purposes be deemed
a third party beneficiary under this Agreement, notwithstanding any agreements
contained herein that may operate to the benefit of such subcontractor or agent
and notwithstanding any status that either Party may have as a third party
beneficiary with respect to any agreements between such other Party and its
subcontractors and agents in connection with this Agreement.


 


15.5        Notices.


 


Any notices or other
communications required or permitted to be given or delivered under this
Agreement shall be in hard-copy writing in English (unless otherwise specifically
provided herein) and shall be sufficiently given if delivered personally or
delivered by prepaid overnight express service to the persons and locations
listed below.


 


	
  In the case of WSL:

  	
   

  	
  In the case of SITA:

  
	
  Director of
  Communications

  AXIS HOUSE

  242 BATH ROAD

  HAYES, MIDDLESEX UB3 5AY ENGLAND

  	
   

  	
  Senior Global Account
  Director,

  Worldspan Account

  3100 Cumberland Blvd.

  Atlanta, Georgia 30339

  USA

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  Vice President-General
  Counsel and

  Secretary of WORLDSPAN, L.P.

  300 GALLERIA PARKWAY N.W.

  ATLANTA, GEORGIA 30339

  USA

  	
   

  	
  General Counsel

  SITA the Americas

  3100 Cumberland Blvd.

  Atlanta, Georgia 30339

  USA

  



 


Either Party may from time to time designate another
address or other addressees by notice to the other Party in compliance with
this Section 15.5.  Any notice or
other communication shall be deemed given when received in writing.


 


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15.6        Governing
Law.


 


The validity of this
Agreement, the construction and enforcement of its terms, and the
interpretation of the rights and duties of the Parties shall in all respects be
governed by the substantive laws of the State of New York, excluding any
conflicts or choice of law rules.  The
United Nations Convention on Contracts for the International Sale of Goods does
not apply to this Agreement.


 


15.7        Construction.


 


(a)           In the absence of national law or
regulation governing any aspect of the provision of any Service or Service
Component in a country, this Agreement shall be interpreted, construed,
enforced and applied as though the laws of England governed the provision of
that Service or Service Component.


 


(b)           This Agreement shall be construed
wherever possible to avoid conflict between the Articles hereof and the
Attachments hereto.  Where a conflict
cannot be avoided, the provisions set forth in the Articles of this Agreement
shall control for all purposes.  In the
event of a conflict between any of the Attachments and other documents in the
supporting information, the Attachments shall prevail.


 


(c)           This Agreement has been executed in
English, which language shall be controlling in all respects.  No translation, if any, of the Agreement
into any other language shall be of any force or effect in the interpretation
of this Agreement or in the determination of the intent of either of the
Parties.


 


(d)           No
rule of construction requiring interpretation against the drafter will apply to
this Agreement’s interpretation.


 


15.8        Dispute Resolution.


 


The following procedure
shall be adhered to in all disputes that arise under this Agreement that the
Parties cannot resolve informally. 
Either Party to this Agreement must notify the other Party in writing of
the nature of the dispute with as much detail as possible about the deficient
performance of the other Party.  The
SITA Account Manager and WSL’s appointed representative (“Level One Contacts”)
shall meet in person or by telephone within 7 days after the date of the
written notification to reach an agreement about the nature of the


 


83

















 


deficiency and the corrective action to be taken.  The Level One Contacts shall memorialize the
nature of the dispute and their efforts to resolve it. If the Level One
Contacts are unable to agree on corrective action, they shall notify the Level
Two Contacts of that inability, and the Level Two Contacts shall meet within 7
days of the date of such notification to facilitate an agreement.  The SITA Global Account Director and WSL’s
Director of Communications shall serve as the Level Two Contacts.  They shall meet in person or by telephone
within 7 days after the date of the written notification to reach an agreement
about the nature of the deficiency and the corrective action to be taken.  The Level Two Contacts shall memorialize the
nature of the dispute and their efforts to resolve it.  If the Level Two Contacts are unable to
agree on corrective action, they shall notify the appropriate executive
managers to whom they report (“Executive Management”) of that inability, and
the Parties’ Executive Managements shall meet within 14 days of the date of
such notification to facilitate an agreement. 
If Executive Management cannot resolve the dispute or agree upon a
written plan of corrective action to do so within 14 days after their initial
meeting or other action, or if the agreed-upon completion dates in the written
plan of corrective action are exceeded, either Party may request that the
Parties resolve the dispute pursuant to Section 15.9 (Arbitration).  Except as otherwise specifically provided,
neither Party shall terminate this Agreement for breach or initiate arbitration
or other dispute resolution procedures unless and until this dispute resolution
procedure has been employed or waived.


 


15.9        Arbitration.


 


If the Parties are unable
to resolve a controversy, claim or dispute arising out of or relating to this
Agreement, agreements or instruments relating hereto or delivered in connection
herewith (“Dispute”) under the procedures set forth in Section 15.8 (Dispute
Resolution), either Party may serve written notice requiring the Dispute (or
any part thereof) to be determined by arbitration in accordance with this
Section 15.9 Where a Dispute (or any part thereof) is to be determined by
arbitration, the following shall apply:


 


(a)           there shall be a single arbitrator
appointed to hear any and all matters;


 


(b)           if the Parties are unable to agree on
the appointment of the single arbitrator within 5 Business Days (“Business
Days” in this context shall mean Monday-Friday excluding any United States
recognized national holidays) of a Party giving notice requiring the Dispute to
be determined by arbitration under this Section 15.9, (i) each party shall pick
a single neutral arbitrator, (ii) the two arbitrators chosen by the parties shall
pick a third arbitrator, and (iii) the panel of three arbitrators shall serve
as the arbitrator of the Dispute;


 


(c)           the arbitrator shall adopt, wherever
possible, a simplified and expedited procedure and shall endeavor to complete
the arbitration with 4 months of notice of the Dispute (or such lesser period
as is appropriate);


 


84

















 


(d)           the arbitrator shall not adopt
inquisitorial processes;


 


(e)           the arbitration shall take place in
Atlanta, Georgia;


 


(f)            the arbitrator shall decide the
Dispute in accordance with the laws of the state of New York;


 


(g)           the arbitration shall otherwise be
conducted in accordance with the then-current Commercial Arbitration Rules of
the American Arbitration Association (“AAA”);


 


(h)           The Federal Arbitration Act, 9 U.S.C.
Sections 1 to 14, shall govern the interpretation and enforcement of this
Section 15.9; and


 


(i)            the arbitration award shall be final
and binding on the Parties.


 


The Parties acknowledge
that the purpose of any exchange of information or documents pursuant to
Section 15.9 is to attempt to resolve the Dispute.  Neither Party may:


 


(a)           use any such information or documents
for any purpose other than in an attempt to resolve the Dispute as between the
Parties; nor


 


(b)           disclose any such information or
documents to a third party, other than to a professional or other adviser who
shall first have entered into a confidentiality agreement providing, in
addition to the obligations of confidence no less stringent than required under
this Agreement, that he/she will not disclose the information or documents (or
any interpretation or analysis thereof) other than:  (i) to SITA or WSL; (ii) to a mediator, arbitrator, or court; or
(iii) as compelled by law and will return all such material to the retaining
Party on completion of the Services provided.


 


15.10      Modification,
Amendment, Supplement or Waiver.


 


This Agreement may be
modified only by the written agreement of the Parties.  A failure or delay of any Party’s exercise
or partial exercise of any right or remedy under this Agreement shall not
operate to impair, limit, preclude, cancel, waive or otherwise affect such
right or remedy.


 


15.11      Labor
Harmony Obligation.


 


Each Party shall conduct
its activities in such a manner as to minimize:  (a) any labor-related disruption of work or material
non-compliance in the provision of any Services and (b) any interference
with the work or activities of the other Party or other persons.  Whenever either Party, including Key SITA
Personnel, has knowledge of any threatened or actual labor dispute involving
its employees, its subcontractors, or others that may materially affect the
provision of Services, such Party shall so inform the other Party and the
Parties shall cooperate to minimize the effect of such dispute on the
Agreement, whether or not such labor dispute occurs at an Installation Site.


 


85

















 


15.12      Entirety of Agreement.


 


This Agreement
constitutes the entire agreement of the Parties with respect to the Services
and supersedes any and all prior or contemporaneous proposals, agreements and
negotiations, whether written or oral, with respect thereto.  Nothing in this Agreement shall affect
either Party’s (or Worldspan L.P.’s) rights or obligations under the Tel 1⁄2
Contract.


 


15.13      Severability.


 


If any of the provisions
of this Agreement shall be held to be invalid, illegal or unenforceable, the
unaffected provisions of this Agreement shall be unimpaired and remain in full
force and effect.  SITA and WSL shall
negotiate in good faith to substitute for such invalid, illegal, or
unenforceable provision a mutually acceptable provision consistent with the
original intention of the Parties.


 


15.14      Attachments.


 


The terms and conditions
of any and all Attachments to this Agreement, as amended from time to time by
mutual agreement of the Parties or in accordance with the terms of this
Agreement are incorporated herein by reference and shall constitute part of
this Agreement as if fully set forth herein.


 


15.15      Headings of No Force or Effect.


 


The headings in this
Agreement are for purposes of reference only and shall not in any way limit or
otherwise affect the meaning or interpretation of any of the terms hereof.


 


15.16      Survival.


 


The provisions of
Articles 7 (Confidential Information), 9 (Intellectual Property Rights and
Indemnification; Software License) and 10 (Limitation of Liability; Third Party
Claims), and Sections 5.4 (Invoices), 5.5 (Billing Reviews and Audits),
8.14 (Exclusive Warranties), 13.2 (Transitional Support), 13.3 (Hiring of
Personnel), 13.4 Removal of Property), 15.1 (Advertising or Publicity), 15.6
(Governing Law), 15.7 (Construction), 15.10 (Modification, Amendment,
Supplement or Waiver), 15.9 (Arbitration), as well as the provisions of any
other Sections that by their nature are intended to survive, and this
Section 15.16 shall survive the expiration or termination of this
Agreement or any part thereof.


 


15.17      Counterparts.


 


This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.


 


86

















 


15.18      Further Assurances.


 


Each Party agrees for
itself, and shall cause its Affiliates, to execute and deliver from time to
time such additional instruments, documents, conveyances and assurances and
take such other actions as may be necessary or otherwise reasonably requested
by the other Party to give effect to the rights and obligations provided for in
this Agreement.


 


15.19      Tariffs.


 


(a)           If a ruling or
decision of an appropriate governmental agency requires SITA to file tariffs
for SITA’s provision of Services to WSL at the rates, and on the terms and
conditions set forth in the Agreement, SITA shall within 10 Business Days
following such a ruling or decision, file a tariff with the appropriate
governmental agency to reflect and implement the terms and conditions of this
Agreement.


 


(b)           If any tariff fails
to take effect within 30 days after filing or if such tariff does not conform,
in all material respects, to the pricing, terms and conditions contained in
this Agreement, WSL shall have the right to discontinue without liability the
affected Service or Service Components as set forth in Section 14.3(a)(i)
(Partial Discontinuance).


 


IN WITNESS WHEREOF, the
Parties hereto, each acting with proper authority, have executed this
Agreement, to be effective as of the date first above written.


 


	
  WORLDSPAN
  Services Limited

  	
  Societe
  Internationale de

  Telecommunications Aeronautiques

  
	
  By:

  	
  /s/
  Michael S. Wood

  	
   

  	
  By:

  	
  /s/
  Dan Ebbinghaus

  	
   

  
	
  Name
  Printed:

  	
  Michael
  S. Wood

  	
   

  	
  Name
  Printed:

  	
  Dan
  Ebbinghaus

  	
   

  
	
  Title:

  	
  Chief
  Financial Officer

  	
   

  	
  Title:

  	
  President
  - Americas

  	
   

  
	
  Date:

  	
  February
  1, 2004

  	
   

  	
  Date:

  	
  February
  1, 2004

  	
   

  
										



 


87

















 


ATTACHMENT BI


 


[Refer
to attached document.]


 

















 


ATTACHMENT IP


 


[Refer
to attached document – To be inserted post-execution of this Agreement.]


 


This Attachment IP consists of
the Implementation and Migration Plan to be agreed between the Parties’
Representatives, as may be updated from time to time.  The Implementation and Migration Plan shall be consistent with
the Worldspan Amended Global Network request for Proposals (RFP) dated
September 25, 2003 and shall require that the Parties apply reasonable efforts
in order to achieve material completion of the mutually agreed Implementation
within 12 months of the Effective Date.


 

















 


ATTACHMENT KP –


KEY SITA PERSONNEL


 


•      Project
Manager:  Appointed for
the duration of the Migration period, the Project Manager will be responsible
for the following,


•      Leadership
of the Project Team


•      Oversee and co-ordinate all project
details


•      Financial responsibility for the project


•      Adherence to contract requirements


•      Primary liaison between SITA and WSL for
all project related issues


 


•      Account
Manager:  Ongoing
commercial responsibility for the SITA – WSL relationship.  Working with other account team personnel,
including the Project Manager, the Account Manager provides on-going,
day-to-day contact with WSL for all account management related issues and
opportunities.  


 


•      Communications
Operations Manager:  The
“COM” works within the structure and oversees the resolution of all WSL
post-installation service related issues.  


 


1

















 


ATTACHMENT ND –


FORM OF NON-DISCLOSURE AGREEMENT FOR THIRD PARTIES


 


This Non-Disclosure Agreement (hereinafter, the “Agreement”) is made and
entered into as of the        day of
             ,
      , by and between
                                                
(“Disclosing Party”) and
                                                
(“Recipient”).  The Agreement describes
the rights and obligations of each party hereto with respect to certain information
to be disclosed by Disclosing Party to Recipient during the term of the Global
Telecommunications Services Agreement (the “GTSA”) dated as of
                                                ,
2004 by and between WORLDSPAN SERVICES LIMITED and SOCIETE INTERNATIONALE DE
TELECOMMUNICATIONS AERONAUTIQUES.  The
GTSA requires WSL or SITA as the Disclosing Party to enter into this Agreement
with third parties to whom it discloses such information.


 


Definitions.


 


For purposes of this Agreement, the capitalized words and phrases listed
below shall have the meanings given below.


 


“Affiliate”
of a Party means any entity that is directly or indirectly controlling,
controlled by, or under common control with such Party, and the directors,
officers, employees and agents of all of them, when acting in their corporate
capacities.  For purposes of this
definition, “control” means (a) the ownership of at least 20 percent of
the equity or beneficial interests of an entity, or (b) the right to
appoint or ability to elect a majority of the board of directors or other
governing body of such entity.


 


“Agreement” means this
Non-Disclosure Agreement, entered into as of the day, month and year first
written above.


 


“Confidential Information”
means all non-public information concerning the business of WORLDSPAN Services
Limited, any WORLDSPAN Services Limited Affiliate, any Worldspan Owned User or
other third party doing business with any of them (including customers of
WORLDSPAN Services Limited or a WORLDSPAN Services Limited Affiliate) that SITA
may obtain from any source in the course of providing the Services under the
GTSA (“WSL Confidential Information”) or concerning the business of SITA and
any third party doing business with SITA that WSL may obtain from any source in
the course of its use of the Services (“SITA Confidential Information”).  The specific terms of the GTSA and
discussions, negotiations and proposals from one Party to the other related
directly thereto shall be both WSL and SITA Confidential


 


1

















 


Information. “Confidential
Information” shall also include network designs, telecommunications usage data,
pricing and financial data, software code, the identity and configuration of
equipment/networks, optimization recommendations, research, development
(including development, plans and specifications for any product or service
that is designed or modified under the GTSA irrespective of whether such plans
and specifications are completed or implemented), strategic and other business
plans, and related information.  All
such information disclosed prior to the execution of the GTSA and during the
term of the GTSA shall also be considered “Confidential Information.”  All information that relates to the
quantity, WSL technical configuration, type, destination, and amount of use of
the Services subscribed to by WSL and all information contained in bills
pertaining to the Services received by WSL from SITA shall be the Confidential
Information of WSL regardless of where it is collected or stored, and shall not be deemed the Confidential Information
of SITA.  “Confidential Information”
shall not include information that: (a) is already rightfully known by the
receiving Party at the time it is obtained by said Party, free from any
obligation to keep such information confidential; (b) is or becomes
publicly known through no wrongful act of the receiving Party; or (c) is
rightfully received by the receiving Party from a third party without
restriction and without breach of this Agreement.  Information equivalent to that described above that is
independently developed by a Party without using any Confidential Information
of the other Party shall not be considered Confidential Information for
purposes of this Agreement.  “Person” for
the purposes of this definition shall be deemed to include natural persons as
well as corporations and other entities, and includes WSL, SITA, and SITA’s
subcontractors.


 


“SITA” means Societe
Internationale de Telecommunications Aeronautiques, those Affiliates of Societe
Internationale de Telecommunications Aeronautiques and SITA Agents providing
Services or Service Components to WSL under the GTSA.


 


“WSL” means WORLDSPAN Services
Limited, and any WORLDSPAN Services Limited Affiliate that receives Services
under the GTSA.


 


“Party” means either SITA or
WSL; “Parties” means both SITA and WSL.


 


Any capitalized term not
defined in this Agreement shall have the meaning set forth in the GTSA.


 


In consideration of the
agreements and the mutual promises contained in this Agreement, the parties
hereby agree as follows:


 


2

















 


1.             Use and Protection
of Confidential Information.  During the
term of the GTSA and for a period of five years from the date of its expiration
or termination (including all extensions thereto), Recipient agrees to maintain
in strict confidence all WSL Confidential Information and all SITA Confidential
Information, including but not limited to preventing disclosure to any
competitor of WSL or SITA (known to be such after reasonable inquiry) of all
WSL Confidential Information and all SITA Confidential Information to
competitors of either WSL or SITA. Recipient shall not, without obtaining the
prior written consent of the Party with proprietary rights thereto, use such
Party’s Confidential Information for any purpose other than for purposes
associated with the offer or provision of Services to WSL or for purposes of
SITA’s design, configuration and provision of Services to WSL.  Recipient shall use, and shall take
reasonable steps to cause other persons authorized to receive Confidential
Information to use, reasonable care to protect such information.  Recipient may only produce extracts and
summaries of the Confidential Information consistent with its permitted use of
the information. Recipient acknowledges that WSL has a responsibility to its
customers to keep their customer records strictly confidential, and agrees that
any customer records Recipient, its employees or agents receive will therefore
be treated as the Confidential Information of WSL.  Recipient’s obligations to keep such customer records strictly
confidential shall not terminate when its obligations regarding all other
Confidential Information terminate, but shall continue for so long as WSL
requires such customer records to be kept confidential.  Neither Party shall have intellectual
property rights of any kind or nature to the Confidential Information disclosed
by the other Party or to material which is created using such Confidential Information.


 


2.             Disclosure of Confidential Information to Employees and
Others.  Notwithstanding Section 1,
Recipient may disclose Confidential Information to: (i) its employees on a
need-to-know basis or others specifically permitted to perform services hereunder,
provided  that the Recipient has taken reasonable
steps to ensure that such Confidential Information is kept strictly
confidential consistent with the confidentiality obligations imposed hereunder,
including instructing such employees not to sell, lease, assign, transfer, use
outside their scope of employment or reveal any Confidential Information
without the consent of the Party whose Confidential Information is involved,
and obtaining the written agreement of its employees to conform to the requirements
of this Agreement.; (ii) its legal counsel, auditors and consultants,
except those consultants which  are
direct competitors of either SITA or WSL; (iii) employees, agents and
representatives of the Party whose Confidential Information is involved, (iv) its
agents specifically permitted to perform its services or its responsibilities
under the GTSA but only on a need-to-know basis, provided that the Recipient shall require the execution by
the party receiving the confidential information a non-disclosure agreement
substantially similar in form to this Agreement; and (v) subject to the
prior written consent of the Party whose Confidential


 


3

















 


Information is involved, other
persons (including contractors, landlords or facility managers) in need of
access to such information for purposes specifically related to Recipient’s
performance of its responsibilities under the GTSA, provided that Recipient disclosing Confidential Information
under this Subsection (v) shall require the execution by such other
persons of a non-disclosure agreement substantially in the form of this
Agreement.


 


3.             Return or Destruction of Information.  Recipient agrees that upon the request of a
Party having rights to Confidential Information, it shall promptly return such
Confidential Information (including any copies, extracts, descriptions and
summaries thereof) to the Party having rights to such Confidential Information
and shall further provide the and shall further provide the requesting Party
with a corporate officer’s written and sworn certification of same.  When Confidential Information of a Party has
been integrated into documents containing proprietary information of any third
party, upon the request of the Party whose Confidential Information is
involved, the Recipient in possession of such information shall promptly
destroy those portions of the documents (and any copies, extracts and/or
summaries thereof) and shall further provide the requesting Party with written
certification of same.


 


4.             Waivers. 
Recipient may request in writing that the Party whose Confidential
Information is involved waive all, or any portion, of its responsibilities
relative to specific items of such Confidential Information.  Such waiver request shall identify the
affected Confidential Information and the nature of the proposed waiver.  The Disclosing Party shall respond within a
reasonable time, and if, the Party with the proprietary interest in such
information determines to grant the requested waiver in accordance with the
terms of the GTSA, the Disclosing Party shall inform the Recipient in writing
that a waiver has been granted with respect to such request.


 


5.             Required Disclosure. 
The confidentiality obligations imposed by this Agreement do not apply
to the extent, but only to the extent, that Confidential Information must be
disclosed pursuant to a court order or as required by any regulatory agency or
other government body of competent jurisdiction.  If Recipient is ordered to disclose Confidential Information, it
shall notify the Party whose Confidential Information is involved immediately
upon receipt of such an order to disclose and use all reasonable efforts to
resist, or to assist such Party in resisting, such disclosure and, if such
disclosure must be made, to limit the disclosure to the extent legally required
and to obtain a protective order or comparable assurance that the Confidential
Information disclosed shall be held in confidence and not be further disclosed
absent the original disclosing Party’s prior written consent.


 


4

















 


6.             Remedies.  The
parties acknowledge that any disclosure or misappropriation of Confidential
Information in violation of this Agreement could cause irreparable harm, the
amount of which may be extremely difficult to determine, and which the parties
agree would be inadequate and insufficient as a remedy at law or in money
damages.  The parties therefore agree
that the Disclosing Party and/or the Party whose Confidential Information is
involved shall have the right to apply to any court of competent jurisdiction
for an order restraining any breach or threatened breach of this Agreement and
for any other relief as the Disclosing Party and/or the Party whose
Confidential Information is involved deems appropriate, and Recipient agrees
not to oppose any such application. 
This right shall be in addition to any other remedy available in law or
equity.


 


7.             Term.  The term
of this Agreement shall commence on the date set forth above.


 


8.             Third Party Beneficiary.  This Agreement is enforceable by the parties hereto and by either
SITA or WSL, as appropriate, as a third-party beneficiary hereto.


 


9              Governing Law. 
The validity of this Agreement, the construction and enforcement of its
terms, and the interpretation of the rights and duties of the parties shall in
all respects be governed by the substantive laws of the State of New York.


 


10.           Modification and Waiver. 
No modification, amendment, supplement to or waiver of the Agreement or
any of its provisions shall be binding upon the parties hereto unless made in
writing in English and duly signed by both parties.  A failure or delay of any party’s exercise or partial exercise of
any right or remedy under this Agreement shall not operate to impair, limit,
preclude, cancel, waive or otherwise affect such right or remedy.


 


11.           Severability.  If
any of the provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the unaffected provisions of this Agreement shall be unimpaired
and remain in full force and effect. 
The Disclosing Party and the Recipient shall negotiate in good faith to
substitute for such invalid, illegal, or unenforceable provision a mutually
acceptable provision consistent with the original intention of the parties.


 


5

















 


IN WITNESS WHEREOF, the
parties each acting with proper authority, have executed this Agreement as of
the date first written above.


 


	
  Disclosing Party

  	
  Recipient

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
  [Type
  or Print]

  	
   

  	
   

  	
  [Type
  or Print]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


6

















 


ATTACHMENT PS


 


[Refer
to attached document.]


 

















 


ATTACHMENT RC


 


[Refer
to attached document.]


 

















 


ATTACHMENT SD


 


[Refer
to attached document.]


 

















 


ATTACHMENT SLA


 


[Refer
to attached document.]


 

















 


ATTACHMENT TA –


TRAVEL AGENTS


 


	
  Airtrade

  
	
  Asatej

  
	
  CTS

  
	
  DER

  
	
  Diesenhaus

  
	
  Ebookers

  
	
  Expedia (Various Sites)

  
	
  H.I.S.

  
	
  ISSTA

  
	
  JTB

  
	
  Lastmintue.com

  
	
  Lotus Leisure

  
	
  My Travel

  
	
  Nextsky

  
	
  Ophir Tours

  
	
  OTC

  
	
  R&C Tours

  
	
  Thomas Cook

  
	
  TicTas

  
	
  Worldtravel BTI

  



 

















 


ATTACHMENT TH


 


[Refer
to attached document – To be inserted post-execution of this Agreement.]


 


This Attachment TH consists of the document setting out the travel agencies’
normal business hours to be agreed between the Parties’ Representatives, as may
be updated from time to time.


 

















 


ATTACHMENT WF


 


[Refer
to attached document.]


 


—END
OF AGREEMENT FOLLOWING ATTACHMENT WF—


 

















 


 


ATTACHMENT BI —


BILLING AND INVOICES


 


	
  ALD

  	
   

  	
  Country Code

  	
   

  	
  Country Name

  	
   

  	
  Country name (country code)

  	
   

  	
  ASCU

  	
   

  	
  DNA

  	
   

  	
  DNA Join

  	
   

  
	
  82A

  	
   

  	
  JP

  	
   

  	
  JAPAN

  	
   

  	
  JAPAN
  (JP)

  	
   

  	
  TYO11P-96

  	
   

  	
  2814323

  	
   

  	
  2814323

  	
   

  



 


	
  CMF Nbr

  	
   

  	
  AGENCY

  	
   

  	
  ADDR1

  	
   

  	
  ADDR2

  	
   

  	
  ADDR3

  	
   

  	
  ADDR4

  	
   

  	
  ADDR5

  	
   

  
	
  0000512680

  	
   

  	
  JTB
  Corporation

  	
   

  	
  NV
  Tomioka Builiding 6F, 2-1-9

  	
   

  	
  Koto-Ku

  	
   

  	
   

  	
   

  	
  Tokyo

  	
   

  	
  JAPAN

  	
   

  



 


	
  Protocol

  	
   

  	
  Activity Date

  	
   

  	
  Invoice Date

  	
   

  	
  Backcharge Flag

  	
   

  	
  Charge Type

  	
   

  	
  Charge USD

  	
   

  	
  NODE

  	
   

  
	
  WO03

  	
   

  	
  200312

  	
   

  	
  20040126

  	
   

  	
  N

  	
   

  	
  Connections

  	
   

  	
  1799.00

  	
   

  	
  AQXO5

  	
   

  



 


	
  INSTALL DATE

  	
   

  	
  Activity Date

  	
   

  	
  DE-INSTALL DATE

  	
   

  	
  MIGRATION DATE

  	
   

  	
  Traffic

  	
   

  	
  Nbr of days billed

  	
   

  
	
  05-Dec-02

  	
   

  	
  200312

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  713881

  	
   

  	
  31

  	
   

  



 


	
  AVC Split

  	
   

  	
  XNR

  	
   

  	
  Charge Description

  	
   

  	
  Ceased?

  	
   

  	
  CESSDATE

  	
   

  
	
  Agency

  	
   

  	
  460289C

  	
   

  	
  Monthly
  Intranet Worldwide Service Charge (32 Kbps - APA)

  	
   

  	
  FALSE

  	
   

  	
   

  	
   

  



 


	
  ADDRESS 2

  	
   

  	
  Agency 2

  	
   

  	
  City 2

  	
   

  	
  Ctry 2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1

















 





 


ATTACHMENT PS

PROFESSIONAL SERVICES STATEMENT OF WORK


 


FOR


 





 


GLOBAL IP MIGRATION


 


 


Version 2.0


 

















 


Executive Summary


 


This document highlights
the benefits that Worldspan will receive by engaging SITA’s Professional
Services organization. SITA will utilize highly skilled professionals, with a
wealth of industry and technical knowledge, to ensure Worldspan’s migration to
IP is executed in an expeditious manner. 
Our professionals will be aligned closely and dedicated to this endeavor
to ensure Worldspan can continue to focus on their core business functions.


 


Benefits


 


•      A dedicated
project team will ensure an expedited network migration to IP which ensures
that Worldspan realizes earlier the business benefits of lower costs and
improved margins for services


 


•      Three Project
Management professionals as part of the network migration team allowing
Worldspan to redirect resource to other strategic business initiatives


 


•      Project
Management teams follow the Project Management Institutes (PMI) ISO 9001
standards for project delivery which provide Worldspan a professional and
structured implementation methodology


 


•      Network
Lifecycle Management services which consists of a team of designated certified
internetworking specialists that will be responsible for the deployment and
operational maintenance of your IP network


 


•      Automated
Project Management Information System – PMOfficeâ
- Gartner Group’s recognized leader in Project Management portfolio management
and tracking tool


 


•      SITA, through
PMOffice,â will provide Worldspan access to a customized
Project Information Portal (PIP) which allows real-time access to project
schedules, engineering documentation, communications plans, etc.


 


•      Coordinated
Risk Mitigation and Contingency Planning which ensure Worldspan’s business is
not impacted by the network migration


 


•      Provide
Worldspan with a single-point to manage the global network services providers
and telecommunications contractors throughout the lifecycle of the project


 


•      Co-chair a
joint Worldspan – SITA Project Governance Board which will be accountable to
Worldspan’s executive project sponsorship


 


•      Integrated
change control process which maintains a structured change process for the
project scope which account for and follow an approval process for all project
change orders


 


•      On-going
contractual management for project related issues


 

















 


Introduction


 


The “one-time” Professional
Services charge of $[**] will provide Worldspan with a dedicated Project
Management team, having access to the tools and methodologies of our global
Program Management infrastructure, to ensure a seamless and successful
migration to IP.  This scope of work
includes the migration of legacy connections in the European, Middle Eastern /
African, and Asia-Pacific regions as identified in Worldspan’s original RFP.


 


 


	
   

  	
   

  	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Figure 1:
  SITA’s Global Project Management:  SITA’s project management processes and procedures have been tested
  through 50+ years of providing wide area network services to the air
  transport community on an unprecedented global scale.

  	
   

  	
   

  



 


SITA is uniquely positioned to
draw upon proven global Program Management expertise, processes, and operations
(see Figure 1) to provide Worldspan with a low risk migration path to IP.  We will provide the necessary resources to
ensure the successful delivery of quality Wide Area Network (WAN)
services.  Our robust Program Management
plan employs a total quality management approach that includes:


 


•      Worldspan
not only as the final decision maker but also as an integral member of the
Project Management team


•      A
mutually agreed, realistic and low risk schedule through integrated management
and maintenance


•      Implementation
of Change Management to provide flexibility in accommodating project changes


•      Proactive
Risk Management designed for early identification, assessment, and mitigation
of project risks


•      A
dedicated Customer Satisfaction Manager to ensure the highest level of quality
and Worldspan’s complete satisfaction


 












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


 

















 


•      The
use of Project Management experts who have managed and executed programs of
similar size and scope


•      State
of the art communications technology to ensure timely and accurate
communication between the Worldspan and SITA Project Offices


 


Resources


To
support the Worldspan IP Migration, the London-based Project Management team will consist of [at least]
three fully dedicated resources for the duration of the project: one (1) Senior
Project Manager / Project Director and two (2) Project Managers.  These resources will comprise the core of
the “Worldpan IP Migration Project Office,” that will be the Single Point of Contact (SPOC) for all project issues.  This Project Office will be Worldspan’s link
to SITA’s global Program Management infrastructure, described in greater detail
below.  It will be this team’s
responsibility to insure that the migration progresses according to Worldspan’s
and SITA’s mutually agreed objectives.


 

















 


Overview


Presented here is an overview
of SITA’s Project Management approach and a description of the Project
Management processes that will be employed by the Worldspan IP Migration
Project Office to ensure successful project execution.


 


	
   

  	
   

  	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Figure 2:
  SITA Project Management:  SITA’s project management processes and procedures have been
  developed through 50+ years of providing IT solutions to the air transport
  community.

  	
   

  	
   

  



 


SITA has developed world-class
Project Management processes and skills through 50+ years of providing global
telecommunications solutions to the Air Transport Community (ATC) (see Figure
2).  Our extensive experience has led us
to recognize that Project Management is both an art and a science.  The science aspect of project management
consists of the systematic utilization of standard tools and methodologies such
as Schedule Management, Change Management, Risk Management, etc.  SITA Project Managers are thoroughly trained
in the use of these standard tools and methodologies.  The art of Project Management consists of “soft skills” including
trust, credibility, problem solving, and managing expectations, and is
developed through experience, practice, and intuition.  SITA Project Managers utilize and refine
both skills so they instinctively know how and when to react to project issues.


 


Project Management Life Cycle


 


SITA employs a four-phase life
cycle project management methodology that has been proven to be successful over
many projects.  The four major life
cycle phases are: 1) Initiating, 2) Planning, 3) Execution, and 4)
Closing.  Each phase has well defined
activities with clear entrance and exit criteria.  It is within this framework that all the controlling processes
are implemented.


 

















 


Initiation Phase


The Initiating Phase includes
all activities from project initiation through preparation of detailed project
plans.              Key project Initiation
phase activities include:


 


•      Appointment
of the SITA Project Managers, who have been approved by Worldspan


 


•      Development
of a detailed Statement of Work


 


•      Identification
of project sponsors & stakeholders


 


•      Relationship-building


 


•      Appointment
of a Technical Design Authority


 


•      Development
of a Work Breakdown Structure (WBS).


 


•      Definition
of Customer Acceptance Criteria


 


•      Identification
of Sub-Contractors


 


Planning Phase


The Project Team develops a
high-level project plan focused on the major elements needed to meet the
business objectives during the Planning Phase. 
The Project Team then translates the WBS into a schedule, assigns
resources, and establishes timelines for completing project tasks.  The schedule then serves as a key element in
controlling the project.  Nine main
deliverables are produced in this phase:


 


•      Detailed
WBS and Implementation Plan


 


•      Requirements
Definition Document


 


•      Detailed
Technical Solution


 


•      Baseline
Integrated Master Schedule


 


•      Contracts
and Related Documents


 


•      Risk
Management Plan


 


•      Change
Management Plan


 


•      Quality
Plan


 


•      Communication
Plan


 

















 


Execution Phase


The objective of the Execution
Phase is to ensure that each work package delivers the desired results, in the
designated time frame, using the specific resources allocated.  Continual monitoring of the Project is required
to ensure proper delivery of milestones during the Execution Phase.  The top-level Execution Phase milestones
include:


 


•      Implement
Project Management Plans


 


•      Schedule


 


•      Risk


 


•      Change


 


•      Quality


 


•      Communications


 


•      Complete
Circuit Installation


 


•      Cutover
and Cutoff / Disconnection of legacy services


 


Closing Phase


The key project closure
activities include:


 


•      Operational
Acceptance


 


•      Administrative
Closure


 


•      Contracts
Close out


 


•      Post
Implementation Review (Lessons Learned)


 


Closure of the Project is
completed through a documented customer signoff procedure.


 

















 


Program Management Infrastructure


 


The SITA Professional Services
Program Management infrastructure provides our resources with the tools for
project management standardization and automation, conduits for efficient communications,
and overall Program and Project Management support as well as project
integration oversight for all of SITA’s network services projects.


 


This
Program Management infrastructure ensures consistent delivery of network
services projects through the efficient execution of Project Management
standards provided by SITA corporate program management, known as the Global
Project Consultancy team.  These
methodologies are largely based on best practices developed by the Project
Management Institute (PMI).


 


Integrated Project Management Office


Supporting this infrastructure
is the global Integrated Project Management Office (i-PMO).  The i-PMO is the “center of excellence” in
providing a repository for all SITA delivery processes and methodologies, and is
responsible for managing the automated tools and web-based applications for the
Worldspan Project Office to utilize (see the “Tools” section).


 


The i-PMO’s mission is to
ensure that all projects within SITA are conducted to the standards of
excellence and customer satisfaction set forth by SITA management and the
Global Project Consultancy Team.  The
roles of the i-PMO are:


 


•      Knowledge
Management


 


•      Standards
/ Methodology & Procedures Development


 


•      Technology
Selection


 


•      Decision
Support


 


•      Professional
Development


 


•      Continuous
Process Improvement


 


Tools


Project Web Sites


The Project Information Portal
(PIP) web site provides real-time access through which the Worldspan and SITA
project stakeholders can get up to date project status.  The web pages are built and dedicated to
specific customers and projects.  Each
web site acts as a central project communications interface between SITA
Project Managers and the customer.


 

















 


Depicted below is a screen
shot of what a standard project website looks like (branded for Sabre –
Worldspan would have their own branded web page).  These websites are fully scalable and have greatly enhanced
customer and stakeholder communications in past projects.  The i-PMO has had great success with these
customer-based websites and it has dramatically increased overall customer
satisfaction.


 





 

















 


PMOfficeTM


PMOfficeTM is an automated
project management software tool that is web enabled, accessible via the
Internet and Intranet at http://prompt.sita.aero.  This tool encompasses all aspects of project management, allowing
visibility to Executives, Project Managers, and Team Members on all projects at
the required level.  Its focus is to
provide an efficient mechanism to deliver projects, and provide instantaneous
feedback on current project status, financials, documentation, changes, risks
and issues.


 


It also has embedded
applications for such things as time tracking. 
PMOfficeTM is compatible with Microsoft Project and has the ability to
import and export projects to and from MSProject. It has the ability to be integrated
with other applications to provide a complete view of project data.  Individual project budgets can be
established at the top level of the project while incurred costs can be
identified or established at the deliverable / task level and rolled up into
the project level.


 


Below is a PMOffice Screen
shot from one of the ongoing Network Services projects.  This particular screen shot provides the
Project Manager (and the rest of the Project team) with a color-coded view of
which tasks are on track, percentage complete, and what the schedule variance
is.  This valuable project data provides
the Project Manager with readily recognizable trouble spots that will allow
them to make proactive decisions to keep the project within budget and on
schedule.


 





 

















 


Project Management Processes


During the lifecycle of a
project the following controlling processes are implemented to ensure the
project is accomplished on time, to the customers requirements, with minimal
risk, and within cost:


 


•      Schedule
Management


 


•      Risk
Management


 


•      Change Management


 


•      Quality Management


 


•      Communication Management


 


These processes are discussed
in detail in the sections below.


 


1.     SCHEDULE
MANAGEMENT


SITA will employ proven
Schedule Management methodologies to ensure the on-time delivery of Worldspan’s
IP migration.  Our Schedule Management
approach has been developed through lessons learned from our 50+ years
providing network services to the Air Transport Community (ATC).  The two components of our Schedule
Management methodology are Schedule Development and Schedule Control.


 


a.     Schedule
Development


SITA’s Schedule Development
methodology is designed to produce a realistic, low risk schedule that meets
the delivery timeframe of each customer. 
The creation of an Integrated Master Schedule (IMS) with sufficient detail
to enable the early identification and mitigation of schedule risks is a key
requirement for a successful project. 
SITA typically develops an IMS down to the Task Level.  In breaking down the schedule to Task Level,
we are able to identify schedule risks that would otherwise go undetected.  The Worldspan / SITA Project Management team
will review, and revise as appropriate, the proposed schedule during the
planning phase of the project.


 


Schedule
Baseline – Once the Project Office and Worldspan project stakeholders have
approved the schedule, it then becomes the baseline.  The baseline schedule is the original project schedule from which
progress will be measured and variances calculated.  The baseline schedule is accompanied by a narrative, which
describes all scheduling assumptions, constraints, and risk elements.  After the schedule has been baselined,
schedule control is initiated.


 


SITA will utilize Microsoft
Project to develop, monitor, maintain, and update the IMS, Critical Path and
Slack on a weekly basis throughout the project.  MS Project allows us to continually and rapidly refine the
schedule as needed throughout the course of the 


 

















 


project.  The IMS revisions will be provided to
Worldspan via the channels identified in the Communications Plan.


 


b.     Schedule
Control


Schedule control involves
incorporating progress, scope changes, and corrective actions into the
schedule, and reporting progress on a periodic basis.


 


Incorporating Progress –
Project status meetings are conducted with team members to collect activity
status information.  The schedule is
updated and analyzed for variances.


 


Scope Changes – A schedule
change control system will be developed between SITA and Worldspan that
outlines criteria for incorporating schedule changes and approval requirements.


 


Corrective Actions – The
project team determines whether corrective actions should be incorporated in
the schedule updates.  These may include
revising logic, compressing durations (by adding resources) or revising milestone
completion dates to reflect scope changes.


 


Reporting – The schedule
updates are distributed to the appropriate team members as determined in the
Communications Plan.


 


2.     RISK
MANAGEMENT


We have employed an
established Risk Management process to ensure that issues and concerns
identified by SITA and Worldspan will be addressed in a timely and systematic
manner.  The process combines Lessons
Learned from past and ongoing programs with an assessment of program specific
requirements.  Project personnel will
record issues and concerns in the project Risk Register.


 


Proactive forward-thinking
practices are employed to identify and mitigate potential risks.  The responsibility for Risk Mitigation is
pushed down to the lowest level as each member of the SITA / Worldspan Project
team has a responsibility to, on a daily basis, identify those items that could
possibly affect the successful accomplishment of their tasks.  The main purpose of the Risk Management
program is for the Project Team to focus on eliminating or reducing risks and
resolving issues as early as possible – before a risk event occurs.  To enhance the total quality aspect of the
Program Management, Worldspan will be an integral part of the Risk Mitigation
process.  Worldspan’s input will be
solicited for both risk assessment and control.


 


The two principal components
of SITA’s Risk Management methodology are Risk Assessment and Risk Control.


 


a.     Risk
Assessment


The three activities
comprising SITA’s Risk Assessment process are: Risk Identification, Risk
Analysis, and Risk Prioritization.


 

















 


Identification
– Risk Identification begins during the conceptual design phase of the bid
process and is performed continually throughout the project life cycle.  The Project Manager(s) organize Risk
Assessment brainstorming sessions during the bid process before the project
begins.  Internal, as well as external,
sessions are conducted and include network specialists, Account Team members,
implementation staff, and service delivery personnel.  The sessions allow for the cross-functional identification of
deployment / implementation risks, architecture risks, and business / financial
risks.


 


Analysis
– During the brainstorming sessions, the team analyzes risks and assesses the
probability of the risk occurring as well as the severity of the risk.  Once identified and analyzed, the risk is
entered in the Risk Register that is maintained and managed within the Project
Office.


 


Prioritization – Risks are
prioritized based on the rating scores from the Analysis step.  Using the rating scores, risks are compared
using graphical analysis.  This analysis
allows the Project Management Team to objectively compare risks and focus on
those risks that are most likely to occur and those that will have the greatest
impact on the project.


 


b.     Risk
Control


To determine the mitigation
strategy, the Project Team brainstorms using a variety of tools including
checklists of risk reduction techniques, cost benefits analysis, and an
analysis of alternative approaches.  The
risk is assigned to an owner, who is primarily responsible for monitoring the
specific activities of the mitigation plan for that particular risk.  The Project Team reviews the alternatives
and reaches consensus on which alternative to pursue.  Once a plan is adopted, appropriate actions are taken to
implement the plan.  A contingency
budget is also established within the Risk Management plan in the event the
initial mitigation strategy is not successful.


 


Risk Management is an ongoing
process throughout the life of the project. 
Risk mitigation activities are integrated into the Work Breakdown
Structure and are reviewed during project meetings and planning sessions.  Project Managers are required to review and
update risks under their control on a regular basis.  On-going Risk Management procedures are included in weekly,
monthly and periodic activities.


 


3.     CHANGE
MANAGEMENT


Key to SITA’s success has been
the understanding that constant change and increased complexity are expected in
today’s business environment.  It is
often the case that as soon as a business defines its technology strategies,
service strategies, marketing strategies, etc., factors in the marketplace
change requiring these strategies be revisited.  Thus, managing change has become a key ingredient for today’s
successful business.


 


Additionally, doing business
in today’s global marketplace has become increasingly complicated.  This complexity is related to a number of
factors including the global scope of markets, the sheer size of the projects
being undertaken, and the rate of change of technology, for example.  Even small decisions often involve the
interplay of hundreds of 


 

















 


variables.  SITA’s Project Management processes are
designed to enable the delivery of solutions in today’s environment of constant
change and increased complexity.


 


SITA has adopted a mature and
practical approach to Change Management that provides global control of the
project and contract, while allowing Worldspan the flexibility to make changes
to the original plans and deliverables. 
Our Change Management process provides vital change request impact
information upfront so that informed decisions are made.  For example, when a change request is
submitted to the Project Office, the impact on cost, schedule, and performance
are assessed and presented to the customer before both SITA and the customer
approve the request.  Without this
upfront impact analysis, Change Management is simply ineffective.


 


It has also been SITA’s
experience that complex Change Management processes are seldom effective unless
the process is rigorously enforced. 
This is especially true in a high-pressure project environment.  For this reason, Change Management is
strictly enforced across all organizations (SITA, the Customer, and
Subcontractors) involved in the project. 
This is in Worldspan’s best interest as it avoids more disruptive and
costly (to Worldspan) situations.  Our
Change Management process described here includes Change Control and Change
Evaluation.


 


a.     Change
Control


Requests for Changes (RFC) are
initiated and processed using Change Proposal Forms.  These forms are submitted to the Project Office and are reviewed
by the SITA / Worldspan Project Management Team.  Action to implement the requested change is performed once both
Worldspan and SITA have approved the request for change.  SITA subcontractors are also required to
adhere to this process.


 


b.     Change
Evaluation


The Project Team considers the
following to assist the Approval Authority in evaluating the request:


 


•      Technical
Impact.  Define the technical design
changes that must be carried out to implement the change request. Identify all
WBS elements and work packages affected by the change. If additional resources
are required or if resources must be shifted, the impact on the existing work
package implementation must be shown.


 


•      Budget
Impact.  Identify and analyze projected
financial consequences of making the requested change.  Estimate cost differentials as precisely as
possible.  Include an assessment of the
impact on the Project financials, including costs in the categories of labor,
material, subcontracting, and overhead and other load factors.


 


•      Schedule
Impact.  Identify projected timing
consequences of making the requested change.


 


•      Estimate the effect on the critical path
and attainment of deliverables and major milestones.  Include a assessment of short-term consequences versus


 

















 


impact on longer-term Project
completion.  This assessment should also
identify impacts to any Project dependencies.


 


•      Performance
Impact.  Identify projected customer
satisfaction consequences of making the requested change. Estimate the effect
on attaining technical and administrative requirements.


 


•      Project
Specifications.  Include an assessment
of trade-off between breadth and depth on Project Scope.


 


•      Contractual
Impact.  Identify which clauses in the
contract are affected by the change, and submit proposed contract modification
text for discussion.  If subcontractor
contracts are affected, describe the changes that must be made and the
consequences of those changes.


 


4.     QUALITY MANAGEMENT


SITA’s
Quality Management philosophy is based on the theory that quality is built in,
not inspected in.  Customer satisfaction and quality of service
monitoring begin during the Initiation and Planning phase and continue throughout
the “Steady State” phase.  SITA is
committed to working closely with Worldspan to document quality requirements
and implement appropriate levels of quality processes and procedures to achieve
mutually agreed standards of performance.


 


A dedicated Customer
Satisfaction Manager will be assigned to the Worldspan IP Migration project to
focus solely on enforcing the established policies, procedures, and processes
ensuring the delivery of quality products and services.  SITA categorizes quality activities into
Planning, Controlling, and Assurance processes.


 


a.     Quality
Planning


SITA identifies which quality
standards are relevant to the project and determines how best to satisfy
them.  For Quality Control, SITA
monitors the project results to meet the standards set out in the Planning
process and identifies ways to eliminate the causes of unsatisfactory results.


 


b.     Quality
Assurance


For Quality Assurance, the
Customer Satisfaction Manager conducts a structured review of the Quality
Management activities to ensure that the defined project process flowcharts,
methodologies, and checklists are followed. 
The reviews are also used to identify Lessons Learned, and thus refine
and improve these activities.  SITA does
not categorize the Quality Plan as separate documents but rather as a set of
quality review activities that are included in the project plan.


 


c.     Quality as
a Corporate Value


In the pursuit of a Total
Quality Management organization, SITA has undertaken several initiatives:


 

















 


•      Created
a Customer Relationship Management Division responsible for establishing SITA’s
quality systems and processes to ensure we provide world-class customer service
across our global operations.


 


•      Trained
100 Quality Management Facilitators to serve as internal quality consultants.


 


•      Permanently
established Annual Improvement Planning (in 1990) as an integral part of SITA’s
annual corporate planning process.


 


•      Conducted
an organizational self-assessment in 1998 using a framework derived from the
European Foundation for Quality Management’s Quality Award Model.


 


•      Began
ISO 9000 certification throughout SITA on a progressive basis.


 


A stringent Supplier Quality
Agreement ensures Worldspan that quality is a top priority inside and outside
the SITA organization.  Before attaining
the status of “Preferred Supplier to SITA,” a supplier must meet specific
criteria relating to:


 


•      Quality
of products


•      Quality
of service and logistics


•      Production
capabilities


•      Long-term
support


•      Research
and development investment


•      Financial
assets


 


SITA’s Vendor Evaluation
System measures vendors performance based on the following data:


 


•      Price
evolution


 


•      Business
level per month / year


 


•      Order
acknowledgement delays


 


•      Quantity
of order corrections


 


d.     Focus on
the Customer


To ensure customer
satisfaction with SITA’s performance, a Customer Satisfaction Corporate Office
was established to create a Customer Care culture.  SITA’s Corporate Office facilitates the process of “Managing
Total Quality” across the organization by provide the best possible customer
oriented Quality of Service.  This core
objective is embodied in the Quality Policy Statement:


 


•      “Our Quality Policy is to consistently
deliver a service for which performance and Quality equal or exceed that of any
competitor and meet all expectations of the customer world-wide.”


 

















 


5.     COMMUNICATION
MANAGEMENT


SITA has established a
communication structure involving state of the art tools to ensure timely and
accurate generation, collection, dissemination, storage and disposition of
project information.  This formalized
structure also provides the critical links among people, ideas and information
that are necessary for success.  Our
Communication Management methodology includes Document Control, Reporting, and
Escalation.


 


a.     Documentation
Control


Documentation Control will be
incorporated into every phase of this project. At the beginning of a project,
the Project Manager ensures that the Documentation Management process is
established. The Project Documentation Management Plan will conform to
Worldspan existing policies, and will cover the following:


 


•      Office
software management


 


•      Component
Type Listing


 


•      Standard
Naming Conventions


 


•      Documentation Change Management


 


•      Recording


 


•      Reporting


 


Documentation Control provides
a series of rules and procedures aimed at ensuring that the following aspects
of project management are addressed.


 


Document Management


SITA maintains a document
management structure.  All documents
will contain a page describing revision history.  Every new printed version is assigned a different version
number.  The first version released for
approval is version 1.0. Prior (draft) versions are assigned decimal numbers
(i.e. version 0.x). Minor revisions are assigned incremental numbers after the
decimal point (e.g. Version 1.1); major revisions jump to the next whole number
(e.g. Version 2.0).  Software
applications used to create each document are also specified.  For example, Word 98, or Microsoft Project
2000, etc.


 


Deliverable Management


The Senior Project Manager /
Director approves all Worldspan project contract deliverables for final
release.  This authority may be
delegated to other members of the Project Team.  Once approved, a request for review and approval of a deliverable
will be transmitted through the Senior Project Manager / Director to the
Worldspan Project Director for acceptance. 
Once the deliverable is transmitted and subsequently approved, the
Project Management database is updated accordingly.


 


When combined, these value
propositions will help to ensure that the IP Migration Project will be
delivered on time, in accordance with Worldspan’s requirements, and potentially
result in an earlier realization of overall network services cost savings.


 

















 


ATTACHMENT RC – CHARGES


 


•                  PART I:
IP-BASED SERVICE CHARGES


 


•                  PART II: CHARGES FOR
PROFESSIONAL PROJECT MANAGEMENT SERVICES


 


•                  PART III: CHARGES FOR EXISTING
SERVICES


 


•                  PART IV: ADDITIONAL PRICING
TERMS AND CONDITIONS


 

















 


ATTACHMENT RC – CHARGES


 


PART I: IP-BASED SERVICE CHARGES


 


1.             IPVPN, Managed DSL & Managed ISP


 


1.1                               Overview.  Charges for IP VPN and Managed DSL are as set forth in Table 1 of
this Part I, Attachment RC – Charges. 
Charges for Managed ISP are as described in Section 1.5.  (All Section references in this Attachment
RC are to sections of a numbered Part of this attachment unless otherwise
noted.)  All charges are subject to the
further terms of this Attachment RC and of the remainder of the Agreement.  The detailed service description for each
Service is set forth in Attachment SD.


 


1.2                               Throughput.  Prices in Table 1 are inclusive of worldwide throughput at the
Worldspan Host complex, but only for transmissions associated with connections
specifically identified in Table 1.


 


 


	
  TABLE 1 – IP VPN and Managed DSL

  	
   

  
	
  Country

  	
   

  	
  IP VPN 64K

  (includes

  CS 805

  router)

  	
   

  	
  IP VPN

  128K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  256K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  1024K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  2048K

  (includes

  CS 2610XM

  router)

  	
   

  	
  Managed

  DSL

  32K Internet

  32K Intranet

  (includes CS

  827 router)

  	
   

  
	
  Australia

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Austria

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Belgium

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  China

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Czech

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Denmark

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Egypt
  *

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Finland

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  France

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Germany

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Greece

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  



 












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


 


1

















 


	
  Country

  	
   

  	
  IP VPN 64K

  (includes CS

  805 router)

  	
   

  	
  IP VPN

  128K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  256K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  1024K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  2048K

  (includes

  CS 2610XM

  router)

  	
   

  	
  Managed

  DSL

  32K Internet

  32K Intranet

  (includes CS

  827 router)

  	
   

  
	
  Guam*

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Hong
  Kong

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Hungary

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  India

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Ireland

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Israel

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Italy

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Japan

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Korea

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Malta

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Marshall
  Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Morocco*

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Netherlands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  N.
  Mariana Islands

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Norway

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Poland

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Portugal

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Romania

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Saudi
  Arabia*

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Singapore

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  South
  Africa*

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Spain

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Sweden

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Turkey

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  Ukraine

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
																					



 












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


 


2

















 


	
  Country

  	
   

  	
  IP VPN 64K

  (includes CS

  805 router)

  	
   

  	
  IP VPN

  128K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  256K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  1024K

  (includes

  CS 2610XM

  router)

  	
   

  	
  IP VPN

  2048K

  (includes

  CS 2610XM

  router)

  	
   

  	
  Managed

  DSL

  32K Internet

  32K Intranet

  (includes CS

  827 router)

  	
   

  
	
  Western
  Samoa

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  
	
  UK

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
																				



 


Notes
to Table 1:


(1)                      All rates in Table 1 are fixed for the Term of
the Agreement.


(2)                      All rates are inclusive of the managed router
specified in the column heading (or equivalent as may be supplied by SITA).


(3)                      Intranet Connect connections with throughput
speed of 32kbps and port speed of 64 kbps and in service at the effective date
of the contract, will be charged in accordance with prices established for 64
kbps IPVPN service set forth in Table 1 upon migration.  Intranet Connect connections in Spain,
however, with throughput speed of 32 kbps and port speed of 64 kbps, and in
service at the effective date of the contract, will be charged $[**] per month upon
migration.  (See Part III Section 1.5
for more detailed information on Intranet Connect.)


 


1.3                                 IP VPN.       The following terms and conditions apply to IP
VPN Services supplied under this Agreement:


 


1.3.1                        IP VPN prices for 64kbps include (1) IPVPN
service installation, Local Access monthly rental charges and Link Service
installation and monthly service charges; and (2) Extended Link Service in the
case of France, Italy and Hong Kong.  The
price is not inclusive of the Local Access installation charge which is
passed-through to the customer at cost. 
For countries marked by an asterisk, the Local Access monthly rental
charge is not included in the price and is passed through to the customer at
cost.


 


1.3.2                        IP VPN prices for speeds greater than 64kbps
include IPVPN service installation and Link Service installation and monthly
service charges.  The price is not
inclusive of Local Access monthly rental charges or the Local Access
installation charge which are passed-through to the customer at cost.


 


1.3.3                        For IP VPN service, port speed equals
throughput, as described in the Attachment SD.


 


1.3.4                        IP VPN is at SITA’s Gold Quality of Service, as
described in Attachment SD.


 


1.4                                 Managed DSL Access.       The
following terms and conditions apply to DSL Services supplied under this
Agreement:


 


1.4.1                        Managed DSL Access prices are inclusive of
managed DSL connectivity and access to a SITA-provided Internet protocol
services node (“IPSN”), 32 kbps
average Intranet throughput per connection at a SITA-provided IP Services node,
and 32 kbps average Internet throughput per connection at a SITA-provided IP
Services node.


 












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


 


3

















 


1.4.2                        DSL prices exclude Plain Old Telephone Service
(“POTS”) connections when required
for voice.  POTS line connections, where
applicable, will be passed through to WSL at cost.  Dedicated POTS lines will not be available through SITA in
countries where call barring service is not available.  Current availability of DSL Services is as
summarized in Exhibit 1; this availability matrix, including information about
call-barring availability in each country where DSL Service is available, will
be updated from time to time upon request to SITA by WSL.


 


1.4.3                        DSL speeds and contention rates may vary by
country and provider.


 


1.4.4                        Coverage limitations apply on the availability
of DSL.  All sites must be pre-qualified
before service can be committed to a specific location.


 


1.5                                 Managed ISP. The following terms and conditions apply to Managed ISP Services
supplied under this Agreement:


 


1.5.1                        Managed ISP prices are established in
accordance with the rules and procedures as set forth below:


 


(a)          Prices will be developed in accordance with the
following formula:


 


Local provider cost to SITA x [**]% + $[**] USD.


(Example: If the total monthly cost to SITA for an ISP
connection to SITA is $80. the price from SITA to the customer will be
$[**].  ($80 x [**]% + $[**])


 


(b)         Any non-recurring charges assessed by the
Managed ISP will be passed through to WSL at cost.


 


(c)          Managed ISP prices are to be fixed by SITA on a
calendar year basis, and are subject to pricing changes effective from January
1st of each calendar year.


 


(d)         From time-to-time, the customer may request an
updated or modified list for specific countries or services levels.  SITA will provide the pricing for such list
in accordance with the formula set forth in Section 1.5.1(a) and will indicate
the validity period for such pricing.


 


(e)          SITA will pass through to WSL all warranties,
penalties or other forms of financial compensation which it receives from a
third party ISP in connection with the Managed ISP Service, as part of the
pricing terms associated with the Managed ISP service.


 


(f)            Indicative pricing for the Managed ISP Services
is set forth in Exhibit 2.  Both the
SITA monthly charges and the PTO/ISP installation charges may not be current as
of the Effective Date of this Agreement. 
Such indicative pricing is included in Exhibit 2 in order to provide
general information about pricing elements. 
Actual pricing quotations for the Managed ISP Service are available from
SITA upon request by WSL and will be subject to the formula set forth in
Section 1.5.1(a) above.


 


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


 


4

















 


PART II: CHARGES FOR PROFESSIONAL PROJECT MANAGEMENT
SERVICES


 


1.                                      All Section references in this
Attachment RC are to sections of a numbered Part of this attachment unless
otherwise noted.  All charges are
subject to the further terms of this Attachment RC and of the remainder of the
Agreement.  The detailed description for
professional project management Services to be supplied under this Agreement is
set forth in Attachment PS and the Implementation/Migration Plan is set forth
in Attachment IP.


 


2.                                       In consideration of SITA’s provision of
Professional Project Management Services described in Attachment PS, WSL will
pay SITA a professional project management fee equal to $[**]. per month for
the initial 12 months of this Agreement. This fee covers three dedicated
qualified project managers and shall not be less than $[**] in the aggregate
during this 12-month period.


 


3.                                       SITA will use its best commercial efforts and
cooperate with WSL to meet a mutually agreed country migration schedule.  SITA requires WSL to assist in the planning
and migration of sites to the IP solution types contained herein.


 












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


 


5

















 


PART III: CHARGES FOR EXISTING SERVICES


 


1.                                      Managed Data Network Services
(MDNS) Airline Line Control (ALC), Synchronous Data Link Control (SDLC) and
X.25/AX.25


 


1.1                                 Low Speed (up to 19.2 Kbps). All charges are inclusive of Connection,
Network Service Installation, Call attempts, and Link Service (including
Extended Link Service (ELS) in Italy, France and Hong Kong).  Local Access and/or transmissions may be
included in the listed rate, but only as specified in the table below.


 


	
  Country

  	
   

  	
  Up to 19.2K

  	
   

  	
  Local Access

  	
   

  	
  Transmissions

  
	
  Austria

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Australia

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (see note for MCM calculation)

  
	
  Belgium

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Czech Republic

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Denmark

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Egypt

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Finland

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  France

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Germany

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Greece

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Guam

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Hong Kong

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (see note for MCM calculation)

  
	
  Hungary

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Iceland

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  India

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (see note for MCM calculation)

  
	
  Ireland

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Israel

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Italy

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Japan

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (see note for MCM calculation)

  
	
  Korea, Rep.

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (see note for MCM calculation)

  
	
  Kuwait

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Luxembourg

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Malta

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  



 












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


 


6

















 


	
  Country

  	
   

  	
  Up to 19.2K

  	
   

  	
  Local Access

  	
   

  	
  Transmissions

  
	
  Marshall

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Morocco

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Netherlands

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  New Zealand

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (See note for MCM calculation)

  
	
  N. Marianna Isl.

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (See note for MCM calculation)

  
	
  Norway

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Philippines

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (See note for MCM calculation)

  
	
  Poland

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Portugal

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Romania

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Russian Fed

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Saudi Arabia

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Singapore

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (See note for MCM calculation)

  
	
  Spain

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Sweden

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Switzerland

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Turkey

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Ukraine

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  UK

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  W. Samoa

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Up to 10 MCM’s per month; $[**] for each MCM exceeding
  10. (See note for MCM calculation)

  



 


Notes to Table immediately above:


(1)          For purposes of calculating Million Characters per
Month (“MCM”) usage in Australia,
Hong Kong, India, Japan, Republic of Korea, New Zealand, N. Marianna Islands,
Philippines, Singapore and W. Samoa; the average MCMs for these countries only
will be used as the MCM


 












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


 


7

















 


usage for each of these countries.


 


(2)          For
Hong Kong connections, a $[**] per month
credit should be applied to charges normally included in Extended Link Service.


 


1.2                                 High Speed (over 19.2 kpbs).  All
charges are inclusive of Connection, Network Service Installation, Call
Attempts, and Link Service (including Extended Link Service in Italy and
France).  Local Access and/or
transmissions may be included in the listed rate, but only as specified in the
table below.


 


	
  Country

  	
   

  	
  Up to 64K

  	
   

  	
  Local Access

  	
   

  	
  Transmissions

  
	
  Belgium

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Denmark

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Egypt

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  France

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Germany

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Greece

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Hungary

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Ireland

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Israel

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Italy

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Netherlands

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Norway

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Poland

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Saudi Arabia

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  South Africa

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Spain

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  Sweden

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  
	
  UK

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge included; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  



 


Note to Table immediately above:


(1)          For Saudi Arabia and South Africa, ALC service
is excluded.


 


	
  Country

  	
   

  	
  128kbps

  	
   

  	
  Local Access

  	
   

  	
  Transmissions

  
	
  UK

  	
   

  	
  $[**]

  	
   

  	
  Monthly charge excluded; Install charge excluded

  	
   

  	
  Unlimited transmissions to the US, UK and Ireland, and
  in-country (column 1)

  



 












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


 


8

















 


 


1.3                                 Default TOPS-based Discount.  For
the SITA Europe and Middle East (EUMEA) and Asia Pacific regions (SITA to
provide current country lists per region upon request by WSL), all other
Managed Data Network Services (MDNS) including but not  limited to
Airline Line Control (ALC), Synchronous Data Link Control (SDLC) and X.25/AX.25
remote connections, Type B Services, transmissions, speeds or locations not
explicitly priced in this Attachment RC, will be priced per SITA’s Tariff of Products and Solutions (“TOPS”) in effect or equivalent standard
pricing document less a [**]% discount.


 


1.4                                 Frame Relay & LAN
Access 


 


1.4.1                        General.  The charges set below apply to
Frame Relay and LAN Access Services. 
The fixed monthly connection charges in Section 1.4.2 – Connection
Charges include a Frame Relay connection to the SITA network at the Access
Speed specified broken down by country.


 


1.4.2                        Connection Charges.  


 


	
   

  	
   

  	
  Connection Groups

  	
   

  
	
   

  	
   

  	
  I

  	
   

  	
  II

  	
   

  	
  III

  	
   

  	
  IV

  	
   

  
	
  SPEED

  	
   

  	
  United Kingdom,

  France, Germany, Italy,

  Greece, Ireland,

  Iceland, Austria,

  Luxembourg,

  Switzerland,

  Netherlands, Belgium

  	
   

  	
  Sweden,

  Denmark,

  Finland, Italy

  & Israel

  	
   

  	
  Portugal,

  Spain, S.

  Africa &

  Turkey

  Hungary,

  Poland,

  Albania,

  Czech

  Republic,

  Romania

  	
   

  	
  Eqypt, Iceland,

  Morroco, Saudi

  Arabia

  	
   

  
	
  64k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  128k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  192k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  256k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  384k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  512k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  768k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  1024k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  1536k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2048k

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


1.4.3        Transmission Charges


 


The Frame Relay transmission
charge is a fixed monthly charge for each Permanent Virtual Circuit (PVC)
provided across the SITA network.  It is
based on the Committed Information Rate (CIR) subscribed by the customer and
the location of


 












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


 


9

















 


the network sites at each end
of the PVC.  All Frame Relay
transmission charges are quoted for a 64 Kbps CIR. The prices for any other
speed can be obtained by using the coefficients given in the Coefficients table
below.


 


Sample Calculation:


Frankfurt, Germany 16 Kbps CIR
to Atlanta, United States


Germany – United States 64Kbps
base rate is US $[**]


16 Kbps International
Coefficient is [**]


Therefore, the charge for a 16
Kbps CIR between Frankfurt and Atlanta will be:


US $[**] x [**] = US $[**]


 


	
  64K CIR—Base Rates

  	
   

  
	
  Destination

  Country

  	
   

  	
  Origination

  Country

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  B

  	
   

  	
  C

  	
   

  	
  D

  	
   

  	
  E

  	
   

  	
  F

  	
   

  	
  G

  	
   

  
	
   

  	
   

  	
  Belgium,

  France,

  Germany,

  Italy,

  Netherlands,

  Switzerland

  	
   

  	
  Austria,

  Greece,

  Iceland,

  Ireland,

  Luxembourg,

  Portugal,

  Turkey

  	
   

  	
  Sweden,

  Denmark,

  Finland,

  Italy &

  Israel

  	
   

  	
  Hungary,

  Poland,

  Albania,

  Czech

  Republic,

  Romania

  	
   

  	
  Eqypt,

  Morroco,

  Saudi

  Arabia

  	
   

  	
  South

  Africa

  	
   

  	
  United

  Kingdom

  	
   

  
	
  United
  Kingdom

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  United
  States

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
																	



 


	
  Coefficients

  	
   

  
	
  CIR

  Speed

  (kbps)

  	
   

  	
  Inter’l

  	
   

  	
  Dom

  	
   

  
	
  8

  	
   

  	
  0.24

  	
   

  	
  0.28

  	
   

  
	
  16

  	
   

  	
  0.39

  	
   

  	
  0.43

  	
   

  
	
  24

  	
   

  	
  0.51

  	
   

  	
  0.55

  	
   

  
	
  32

  	
   

  	
  0.63

  	
   

  	
  0.65

  	
   

  
	
  48

  	
   

  	
  0.82

  	
   

  	
  0.84

  	
   

  
	
  64

  	
   

  	
  1.00

  	
   

  	
  1.00

  	
   

  
	
  96

  	
   

  	
  1.33

  	
   

  	
  1.35

  	
   

  
	
  128

  	
   

  	
  1.63

  	
   

  	
  1.68

  	
   

  
	
  192

  	
   

  	
  2.17

  	
   

  	
  2.32

  	
   

  
	
  256

  	
   

  	
  2.66

  	
   

  	
  2.89

  	
   

  
	
  384

  	
   

  	
  3.54

  	
   

  	
  3.94

  	
   

  



 












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


 


10

















 


 


	
  Coefficients

  	
   

  
	
  CIR

  Speed

  (kbps)

  	
   

  	
  Inter’l

  	
   

  	
  Dom

  	
   

  
	
  512

  	
   

  	
  4.33

  	
   

  	
  4.91

  	
   

  
	
  768

  	
   

  	
  6.42

  	
   

  	
  7.13

  	
   

  
	
  1024

  	
   

  	
  7.97

  	
   

  	
  8.96

  	
   

  
	
  1536

  	
   

  	
  10.79

  	
   

  	
  12.34

  	
   

  



 












[**]% Discount on Frame Relay
Services


The Frame Relay rates above are subject to a further
[**] percent ([**]%) discount, which shall appear on customer’s invoice on a
monthly basis.


 


The following Bundled Rates include:


 


- Single
Remote Connection at speed indicated


- Single
In-node CIR as indicated


- Link
Service at remote end (Monthly and Installation charges)


- Frame
Relay Install Charges


- ISDN
Backup at Port Speed


- 2610
or equivalent Router Monthly & Install Charges


- Costs
associated with Local Access Monthly AND Install will be charged separately


- In
accordance with Section 3 (Installation) in Part IV of this Attachment RC,
Frame Relay & Link Service Installation charges or the equivalent SITA
standard price list item) are billed to the customer only if a connection is discontinued prior to a 12
month in-service period (except if
disconnection is due to a Service upgrade).


 


High Speed Frame Relay Bundled
Rates:


	
  Country (Port/CIR)

  	
   

  	
  128K/8K

  
	
  Italy
  (In-node CIR)

  	
   

  	
  $[**]

  



 


The following Bundled Rates include:


-               Single Remote Connection at the
speed indicated


-               Single CIR as indicated
to  the USA


-               The charges below
apply to Australia, Hong Kong, Japan and New Zealand.


 


 


	
  Connection

  Speed

  	
   

  	
  CIR

  Speed

  	
   

  	
  Monthly Charge 

  Per Connection

  	
   

  
	
  64 Kbps

  	
   

  	
  8 Kbps

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  64 Kbps

  	
   

  	
  16
  Kbps

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  64 Kbps

  	
   

  	
  24
  Kbps

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  64 Kbps

  	
   

  	
  32
  Kbps

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  128 Kbps

  	
   

  	
  64
  Kbps

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  256 Kbps

  	
   

  	
  128
  Kbps

  	
   

  	
  $

  	
  [**]

  	
   

  



 












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


 


11

















 


Shadow PVC or PVC Redirection


[**]% of
CIR charge if PVC is connected to different node than that of primary PVC


[**]% of
CIR charge if PVC is connected to same node as the primary PVC


 


Default
TOPS-based Discount


All other Frame Relay
services, speeds or locations not explicitly priced in this Attachment RC will
be priced per TOPS less a [**]%
discount.


 












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


 


12

















 


1.4.4                        LAN
Access Managed Router Service


 


SITA’s LAN Access service is a
fully managed LAN-to-LAN communications service for linking geographically
dispersed local area networks, LAN Access provides layer two network (Frame
Relay or X.25) integrated with managed routers. Monthly service charge includes
a standard Cisco serial cable.  Any
additional cable required connecting to the Network Terminating Unit (NTU) or
similar is the customer’s responsibility. 
Monthly service charge does not include cabling to connect the LAN
Access service router to the customer’s LAN.


 


The following monthly LAN
Access service charges cover all aspects of the LAN router supply and on-going
management inclusive of Hardware by router type and IP Software.


 


	
  All Countries

  	
   

  
	
  CS 2610/2620

  	
   

  	
  $

  	
  [**]

  	
   

  
					



 


1.4.5                        Handling Charges –
Configuration Changes


 


	
  -  Standard Service (modification handled within one week)

  	
   

  	
  $[**]

  
	
  -  Express Service (modification handled within 48 hours)

  	
   

  	
  $[**]

  



 


1.4.6                        Default TOPS-based Discount


 


All other routers types,
interface and service options relative to the Services to be supplied hereunder
but not explicitly priced in this Attachment RC will be priced per TOPS less a
[**]% discount.


 


-Costs
associated with Local Access Install and ISDN Backup will be charged
separately.


-Where
WSL requires an Access Provider not selected by SITA, Local Access
circuit rental charges and any additional charges to connect to the WSL
selected Access Provider shall be charged separately to WSL in addition to the
rates below.


 


1.5                               Intranet Connect


 


1.5.1                        Intranet Connect Existing Connections


 


Existing Intranet Connect
connections are defined to mean those connections in service at the time of the
Effective Date of this Agreement.


 


Existing Intranet Connect
connections with throughput speed of 32kbps and port speed of 64 kbps will be
charged in accordance with prices established for 64kbps IPVPN service set
forth in Table 1.  Existing Intranet
Connect connections in Spain, however, with throughput speed of 32kbps and port
speed of 64 kbps will be charged $[**] per month.  The price is inclusive of service installation, Local Access
monthly rental charges and Link Service installation and Link Service monthly
service charges.  The price is not
inclusive of the Local Access installation charge which is passed-through to
the customer at cost.


 












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


 


13

















 


1.5.2                        Default TOPS-based Discount


 


All other Intranet Connect
services, speeds or locations not explicitly described and priced above in this
Attachment RC will be priced per TOPS less a [**]% discount.


 


Intranet Connect is not
available to the customer for new connections or new service.


 


1.6          ISDN and PSTN Dial Back-Up


 


Default
TOPS-based Discount


All ISDN and PSTN Dial back-up
services will be priced per TOPS less [**]% discount.


 


1.7                               HTDS Service Charges


 


The charge for Japan to USA 64
kbps High Speed Data Service (“HTDS”)
is as set forth below:


 


$[**] per month per link plus $[**] installation (one time
charge)


 


The above HTDS charge is
inclusive of the 64 kbps Japan connection, the 64kbps US connection, 64 kbps
Committed Information Rate (CIR) JP to US, full Link Service in US and half
Link Service in Japan, and applies to the following four connections in
service:


 


TYO11P-78 (2813012)


TYO11P-79 (2813027)


TYO11P- 80 (2813028)


TYO11P-88 (2816000)


 


1.8                               [**]


 


1.9                               Carry Forward of In-Service
Period.


 


The In-Service Period for any
and all Service Components in existence on or before the Effective Date shall
be measured from the date such Service Components were originally installed (i.e., execution of this Agreement does not
restart the In-Service Period for existing connections).


 












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


 


14

















 


1.10                        General Provision: Pricing
Changes during Term.


 


Charges for Services covered
under this Part III of Attachment RC will be increased by [**]% over the above
Charges, commencing January 1st 2005, and at each January 1st
from that point through the expiration of this Agreement, except for those
items charged at TOPS less [**]%.


 


 












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


 


15

















 


PART IV: ADDITIONAL PRICING TERMS AND CONDITIONS


 


1.                                       General.  The following terms and
conditions apply to the Services supplied under this Agreement:


 


1.1                                 All pricing provided under this Agreement is
made available to WSL in consideration of its commitment to fulfil the
Preferred Provider Commitment (Section 2.3 of the General Terms and Conditions
of this Agreement) and subject to the following additional pricing terms and
conditions (except to the extent otherwise specifically excluded).


 


1.2                                 Prices are based upon the WSL-provided forecast
of connections and throughput requirements by country, as set forth in
Attachment WF.  Accordingly, as a
material requirement under this Agreement, WSL shall migrate at least [**]% of
its forecasted connections to IP VPN and SITA reserves the right to revise its
pricing in keeping with prevailing market conditions if WSL fails to a material
extent to work towards and carry out such migration.


 


1.3                                 Prices are inclusive of predefined Intranet
bandwidth requirements from the WSL Owned agency locations into WSL’s Data
Center facilities in Atlanta, Georgia, USA. (see attachment SD) Atlanta OC-12
facilities and corresponding CPE remain under a separate contract and are not
covered herein.


 


2.             Minimum Duration and Cancellation Requirements – SITA
Services.


 


2.1                                 For all SITA-supplied Services hereunder, a
minimum 12 consecutive month connection period is required for each new
connection, except for MDNS connections which have a three consecutive month
minimum connection period.


 


2.2                                 If customer terminates a connection before the
minimum connection period is met, WSL shall pay to SITA a lump sum equivalent
to the Service charges for the remaining part of the minimum duration
requirement.


 


2.3                                 The full SITA minimum duration requirements as
described in this Section 2 will not apply to those connections that are
replaced by higher speed connections of the same Service type.  However, at commencement of the higher speed
service, the time of service incurred by the replaced connection will be used
to contribute to the satisfaction of the minimum duration requirement for the
new Service.


 


2.4                                 Cancellation of a connection requires one
month’s notice.  Charges will apply from
the date SITA receives the cessation request for a period of one month or until
the requested cessation date, if this is later than 30 days from the cessation
received date.  WSL agrees to use
reasonable efforts to provide SITA at least a 60-day notice of cancellation of a
connection by sending all cessation requests as early as possible. The
one-month notice requirement will not apply to those connections being migrated
from existing Services to the IP-based Services or upon upgrading of a given
Service.


 


16












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


 

















 


2.5                                 In accordance with Section 4 (Access Lines and
Other PTO Charges) below (and separate from any SITA Service minimum duration
requirement) any applicable Access Line minimum duration charges or penalties
(or equivalent) will be passed through to Customer.   SITA will advise WSL of any PTO minimum duration exceeding 12
months prior to placing any Access Line order or other PTO order affected by
such minimum duration.


 


3.             Waived SITA Installation Charges.


 


Where specified, SITA Service
Installation charges are waived as long as customer meets the applicable
minimum duration requirement for the connection.  If any connection is terminated before a minimum duration period
is met (See Section 2 above), customer will reimburse SITA for the services
charges (as defined in Section 2 above) and previously waived installation
charges.


 


4.                                                           Access
Lines and Other PTO Charges.


 


Unless specified otherwise in
this Agreement, all Access Line installation, removal, monthly rental charges
and any other PTO charges applicable to WSL will be passed through to WSL by
SITA at cost.  SITA will advise WSL of
any PTO minimum duration exceeding 12 months prior to placing any Access Line
order or other PTO order affected by such minimum duration.


 


5.                                       Umbrella Agreement Global Volume Discount.


 


All revenue billed pursuant to
this Agreement will contribute to, but not benefit from, the calculation of the
Global Volume Discount in the MDNS Umbrella (Worldspan Contract number W001712)
between Worldspan, L.P. and SITA s.c. dated 01 April 1997, as amended (known as
the “Umbrella Agreement”). For
greater certainty, the Parties acknowledge and agree that any pricing which
involves a discount off of TOPS under this Agreement is not be eligible for any
further discount under the “Umbrella Agreement”.  Example:  The TOPS
less [**]% discount referred to at Section 1.3 of Part III (Default TOPS based
discount allows for a total [**]% discount off of TOPS but does NOT allow for a
[**]% under this Agreement plus a further [**]% under the “Umbrella Agreement”.


 


6.                                                                                   Quick
Start.


 


WSL and SITA shall establish
an appropriate installation interval for the Service Component (i.e., the Committed Delivery Date).  In the event that SITA fails to meet the
Committed Delivery Date (i.e., there
is a Delay), and upon request by WSL, SITA shall install a “Quick Start”
connection (i.e. a dial solution)
where available within five (5) Business Days, at SITA’s expense.


 












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


 


17

















 


7.                                       In-Scope Regions for Preferred Provider
Commitment (Section 2.3 of General Terms and Conditions).


 


The Parties agree that the “In Scope Regions” relative to the Preferred
Provider Commitment (Section 2.3 of General Terms and Conditions) includes all
countries and other geographical areas referred to in this Attachment RC,
subject to the following exceptions, which result from pre-existing contractual
obligations to third-party suppliers, an absence of in-country business for WSL
(i.e. incidental or new markets) and other specific local conditions including
PTO, regulatory and special pricing considerations:


 


(a)           Argentina


(b)           Aruba


(c)           Australia


(d)           Brazil


(e)           Canada


(f)            China


(g)           Egypt


(h)           El Salvador


(i)            Hong Kong


(j)            India


(k)           Kuwait


(l)            Mexico


(m)          Philippines


(n)           New Zealand


(o)           Peru


(p)           Russia


(q)           Saudi Arabia


(r)            South Africa


(s)           Spain


(t)            Turkey


(u)                                 USA


(v)           Venezuela


 


For the above excluded
countries, (i) WSL will advise SITA if there is an opportunity to bid on
communications services in support of WSL in a listed country; and (ii) WSL may
order Services under the terms and conditions and at the pricing provided in
this Agreement, however such orders will not be considered in the calculation
of the Preferred Provider Commitment (Section 2.3 of the General Terms and
Conditions).  Upon mutual agreement, the
above list of excluded countries may be reduced from time to time by a signed
amendment to this Agreement.


 


8.                                       Effectiveness of Pricing.


 


All pricing in this Attachment
RC will take effect upon the first day of the first full calendar month
following execution of this Agreement.


 


18

















 


EXHIBIT 1 TO ATTACHMENT RC


 


MANAGED DSL AVAILABILITY MATRIX


 


	
  Country

  	
   

  	
  Country / Carrier

  	
   

  	
  Brand Name

  	
   

  	
  Speed

  	
   

  	
  POTS Line Ordering

  Responsibility

  (indicated as WSL

  where there is no

  call barring

  availability in a

  country)

  	
   

  	
  Router (Always On)

  	
   

  
	
  Belgium

  	
   

  	
  Belgacom

  	
   

  	
  Turboline Office

  	
   

  	
  1024/256k

  	
   

  	
  SITA

  	
   

  	
  CS837

  	
   

  
	
  France

  	
   

  	
  Transpac

  	
   

  	
  IP ADSL1

  	
   

  	
  500/128k

  	
   

  	
  WSL

  	
   

  	
  Bintec X2300

  	
   

  
	
  Germany

  	
   

  	
  Deutsche Telecom

  	
   

  	
  T-DSL ISP Gate

  	
   

  	
  768/128k

  	
   

  	
  SITA

  	
   

  	
  CS831

  	
   

  
	
  Greece

  	
   

  	
  OTE

  	
   

  	
  To be decided

  	
   

  	
  512/128k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  
	
  Hong
  Kong

  	
   

  	
  PCCW

  	
   

  	
  MegaAccess CE

  	
   

  	
  1500/640k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  
	
  Italy

  	
   

  	
  Telecom Italia

  	
   

  	
  ADSL Fastway

  	
   

  	
  640/128k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  
	
  Netherlands

  	
   

  	
  BBNed

  	
   

  	
  DSL ATM Economy

  	
   

  	
  512/256k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  
	
  Singapore

  	
   

  	
  Sing Tel

  	
   

  	
  B-Access

  	
   

  	
  512/256k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  
	
  Spain

  	
   

  	
  UNI 2

  	
   

  	
  Unidox ADSL

  	
   

  	
  256/128k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  
	
  Sweden

  	
   

  	
  Skanova

  	
   

  	
  DSL ATM

  	
   

  	
  512/100-600k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  
	
  Switzerland

  	
   

  	
  Swisscom

  	
   

  	
  BBCS Access Private Proflie

  	
   

  	
  256/64k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  
	
  UK

  	
   

  	
  BT

  	
   

  	
  Upstream Office 500

  	
   

  	
  512/256k

  	
   

  	
  SITA

  	
   

  	
  CS827

  	
   

  



 


19

















 


EXHIBIT 2 TO ATTACHMENT RC


 


INDICATIVE MANAGED ISP PRICING


 


NOTE:
INDICATIVE PRICING FOR MANAGED ISP SERVICES IS SET FORTH IN THE TABLE BELOW.  BOTH THE SITA MONTHLY CHARGES AND THE
PTO/ISP INSTALLATION CHARGES MAY NOT BE CURRENT AS OF THE EFFECTIVE DATE OF THE
AGREEMENT.  THE BELOW PRICING IS
INCLUDED IN THIS EXHIBIT 2 IN ORDER TO PROVIDE GENERAL INFORMATION ABOUT
PRICING ELEMENTS.  ACTUAL PRICING
QUOTATIONS FOR THE SITA MANAGED ISP SERVICE ARE AVAILABLE FROM SITA UPON
REQUEST BY WSL.


 


	
  Countries

  	
   

  	
  Speed

  (Downstream/Upstream)

  	
   

  	
  PTO/ISP

  INSTALLATION

  (Pass thru’)

  	
   

  	
  SITA

  MONTHLY

  $USD

  	
   

  	
  CHARGES -

  WORLDSPAN/

  CUSTOMER

  	
   

  
	
  Belgium

  	
   

  	
  3300k/192k

  	
   

  	
  165.28 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Czech Republic

  	
   

  	
  256/64

  	
   

  	
  4900 CZK

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Denmark

  	
   

  	
  384/384 Kbit/s

  	
   

  	
  396 KR

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL. Customer
  orders and pays for POTS line

  	
   

  
	
  Finland

  	
   

  	
  2048/640kbps

  	
   

  	
  504 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.

  	
   

  
	
  France

  	
   

  	
  512/128 Kbps

  	
   

  	
  723 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Germany

  	
   

  	
  Upstream up to 128K  Downstream up to 768K

  	
   

  	
  208.2 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.

  	
   

  
	
  Greece

  	
   

  	
  384/128K

  	
   

  	
  100 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Hong Kong

  	
   

  	
  1.5M/512K

  	
   

  	
  600 HKD

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.

  	
   

  
	
  Hungary

  	
   

  	
  384/64K

  	
   

  	
  59852 HUF

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Israel

  	
   

  	
  512/64K

  	
   

  	
  750 USD

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Ireland, Republic of

  	
   

  	
  1Mb/256K

  	
   

  	
  860 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL. Customer
  orders and pays for POTS line

  	
   

  
	
  Italy

  	
   

  	
  640k/128K

  	
   

  	
  129 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Japan

  	
   

  	
  8M/1M

  	
   

  	
  158.30 USD

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  South Korea

  	
   

  	
  2Mbps/640K

  	
   

  	
  30000 KRW

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.

  	
   

  
	
  Netherlands

  	
   

  	
  1024k/160k

  	
   

  	
  160.10 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.

  	
   

  



 












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


 


20

















 


NOTE:
INDICATIVE PRICING FOR MANAGED ISP SERVICES IS SET FORTH IN THE TABLE
BELOW.  BOTH THE SITA MONTHLY CHARGES
AND THE PTO/ISP INSTALLATION CHARGES MAY NOT BE CURRENT AS OF THE EFFECTIVE DATE
OF THE AGREEMENT.  THE BELOW PRICING IS
INCLUDED IN THIS EXHIBIT 2 IN ORDER TO PROVIDE GENERAL INFORMATION ABOUT
PRICING ELEMENTS.  ACTUAL PRICING
QUOTATIONS FOR THE SITA MANAGED ISP SERVICE ARE AVAILABLE FROM SITA UPON
REQUEST BY WSL.


 


	
  Countries

  	
   

  	
  Speed

  (Downstream/Upstream)

  	
   

  	
  PTO/ISP

  INSTALLATION

  (Pass thru’)

  	
   

  	
  SITA

  MONTHLY

  $USD

  	
   

  	
  CHARGES -

  WORLDSPAN/

  CUSTOMER

  	
   

  
	
  Norway

  	
   

  	
  850/384K

  	
   

  	
  2500 NOK

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Poland

  	
   

  	
  512K/128K

  	
   

  	
  849 PLN

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Portugal

  	
   

  	
  512K/128K

  	
   

  	
  127.23 EURO

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Romania

  	
   

  	
  128K

  	
   

  	
  250 USD

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.

  	
   

  
	
  Singapore

  	
   

  	
  256K/256K

  	
   

  	
  85.71 USD

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  Switzerland

  	
   

  	
  300K/50K

  	
   

  	
  100 CHF

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  
	
  UK

  	
   

  	
  Downstream 500 K Upstream
  64-250 K

  	
   

  	
  260 GBP

  	
   

  	
  [**]

  	
   

  	
  Service charged to WSL.
  Customer orders and pays for POTS line

  	
   

  



 


 


— End of Attachment RC —


 


 












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


 


21

















 


ATTACHMENT SD -


SERVICE DESCRIPTIONS


 


IP-VPN
SERVICE


 


IP-VPN is SITA’s managed IP
solution, providing scaleable, any to any, high quality, secure, IP access
worldwide. IP-VPN provides a platform for secure internetworking services.  IP-VPN builds a Virtual Private Network
(VPN) for a customer based on shared MPLS infrastructure within the SITA
network and dedicated infrastructure at customer site(s).


 


The dedicated infrastructure comprises:


 


•                  Cisco
CE (Customer Edge) router.


 


•                  Cisco
IOS software running on the CE router.


 


IP-VPN is delivered over SITA’s IP Global Network (IGN).  IP-VPN provides all the flexibility and
accessibility of the public Internet without the disadvantages of poor service
quality, no end-to-end management and weak security. SITA are responsible for
design, build and management of the customer VPN.


 


IP-VPN service elements include:


 


•                  Provisioning,
configuration and maintenance of CE routers.


 


•                  Provisioning
of the IP port and leased line that connects the CE to the closest SITA point
of presence.


 


•                  Configuration,
maintenance and management of CE router and IOS.


 


•                  Customer
access to intranet information via web-based tools: Web-vision and TT-vision.


 


•                  Comprehensive
end-to-end SLAs.


 


IP-VPN Features include:


 


•                  Choice
of Silver, Gold and Platinum service


 


•                  Classification
and prioritization of traffic through Class of Service (Gold and Platinum only)


 


•                  Network
convergence integrating data with voice, video (Platinum only)


 


•                  Optional
mission critical designs


 


22

















 


•                  Multi-protocol
support


 





 


23

















 


MANAGED DSL (IPSN)


 


IP Service
Node (IPSN)


 


SITA’s
IP Service Node (IPSN) service provides a customer with the ability to securely
access its corporate Intranet using new access methods including DSL
access.  Key Service features include:


 


•                                          two-way access to
IP-VPN


 


•                                          the ability to access
the Internet via the IPSN, which means the traffic does not transit the
Intranet


 


•                                          basic firewall
functionality for DSL-connected sites.


 





 


Service
availability is subject to local technical and regulatory conditions.


 


24

















 


MANAGED ISP (INTERNET SERVICE PROVIDER)


 


Managed
ISP (Internet Service Provider) Service involves SITA coordinating on behalf of Customer ISP services in
selected countries.  Key Service
features include:


 


•                                          order management


•                                          installation coordination with ISP


•                                          billing


 





 


Service
availability is subject to local technical and regulatory conditions.


 


25

















 


Frame Relay
Access


 


High
performance networking


 


The Frame Relay Access
Services provides a high-speed data networking service for the interconnection
of geographically dispersed Local Area Networks (LANs) and IBM environments.


 


The
Frame Relay Access service provides sophisticated bandwidth management
capabilities, allowing the service to be tailored to the requirements of
individual sites.  It includes the
creation of a Permanent Virtual Circuit between two sites, across the SITA
network, through an allocated bandwidth level: this Committed Information Rate
(CIR) is the network bandwidth capacity that we commit to provide to you on our
Network.  The ability to burst above CIR
is provided to you through the Excess Information Rates (EIR), depending on the
remaining availability of the network. 
All data in excess of the CIR will be marked as Discard Eligible and may
be discarded by the system in case of network congestion.


 


Frame relay is transparent to
the higher-level LAN protocols used, such as TCP/IP, Novell IPX, DECNET or
NETBIOS.


 


Typical
applications


 


The
Frame Relay Access service is ideal for both LAN interconnection and
communications between IBM host systems:


 


•                  LAN interconnection: Applications of frame relay in LAN environments
include:


 


•                  Client/server communications


•                  Terminal-to-host applications


•                  E-mail applications


•                  Mixed media applications


 


•                  IBM communications: The combination of frame relay’s streamlined
implementation and the sophisticated flow-control and error handling systems of
SNA provide a highly effective solution for IBM host-to-host communications.


 


Key service
features


 


•                  Flexible access: Frame relay compatible LAN routers, IBM front
end processors (frame relay compatible).


•                  Flexible bandwidth management:
Depending on the location,
CIRs of up to 2Mbps can be pre-selected between each pair of locations.


•                  Support for traffic bursts: Ability to send bursts of user data at up to
150% of CIR for continuous periods, and, subject to availability of bandwidth,
up to access speed for instantaneous bursts.


 


Service availability is subject to local technical and
regulatory conditions.


 


26

















 


LAN ACCESS


 


 


Creating and managing global LAN communities


 


The LAN Access service
provides a communication service for the interconnection of globally dispersed
Local Area Networks (LANs).


 


Our LAN Access service
consists in installing, managing and maintaining routers on your premises and
providing wide area connectivity with speeds of up to 2 Mbps, depending on the
location.  Connectivity is provided
through either X.25 or Frame Relay protocols.


 


This, combined with high
availability, widespread access locations and support of common LAN protocols
such as TCP/IP and IPX, means that we offer you the service that match your LAN
interconnect requirements.


 


LAN Access service
employs router equipment from Cisco systems.


 


Typical
applications


 


LAN Access is suitable
for most of today’s data communication applications that involve the transfer
of information between LANs:


 


•                  Client/server environments: Enabling LAN users to access remote database
servers and print documents across the network.


•                  Transaction processing: Consolidating access to traditional mainframe
based applications.


•                  High-speed file transfer and
multimedia: Supporting CAD/CAM
and other applications requiring high bandwidth.


•                  LAN Access Internet Gateway: If necessary,a LAN Access Internet Gateway option is available, allowing
corporate LAN users to access Internet facilities.


 


Key service
features


 


•                  Multiple access speeds: From 19.2Kbps to 2Mbps, depending on location
and frame relay Committed Information Rate (CIR) support (suitability depends
on LAN application and location).


•                  Multiple LAN protocol support:
TCP/IP, Novell Netware,
DECnet, Source Route Bridging, Transparent Bridging and Banyan Vines.


•                  Flexible implementation: Can be tailored using multiple service options.


•                  Integrated routing: Route re-distribution into routing protocols
OSPF, EIGRP, IGRP & RIP on your LAN.


•                  LAN router management: Turnkey service including design, installation,
testing, configuration, software maintenance, hardware maintenance and
pro-active management.


•                  Official IP addresses:  We
only provide official IP addresses with the LAN Access service.


 


27

















 


Options


 


The LAN Access service offers
four service options that enhance the service functionality:


 


•                  Mission-critical sites:


•                  Fault tolerant networks can be configured with
active Permanent Virtual Circuits (PVCs) for load sharing and resilience, or
with an alternative path (shadow PVCs) for a more cost effective solution.


•                  Dual router configurations ensure that key
sites are always available.


 


•                  X.25/Frame Relay Gateway: The LAN Access service can be integrated into
WANs over X.25 or frame relay giving integrated cost-effective solutions.  Using the X.25/Frame Relay Gateway gives
any-to-any connectivity without the need to provide a private gateway for the
Virtual Private Network (VPN).


 


•                  LAN Access Internet Gateway:


•                  Simple Internet access for enterprise  networks integrated with the LAN Access
service, which provides reliable connectivity to the Internet from within a
multi-protocol corporate network.


•                  We employ filtering and anti-spoofing
techniques (used to detect unauthorized users mimicking authorized addresses)
at the Internet Gateway.  However, we
cannot guarantee the integrity of used or data coming from the Internet and we
would strongly recommend that you use a firewall between your VPN and the VPN
gate router (The VPN gate router is the LAN Access service router designated as
the customer access point to the LAN Access Internet Gateway).


 


Service availability is subject to local technical and
regulatory conditions.


 


28

















 


X.25 DIRECT
ACCESS SERVICE


 


 


Reliable
global networking


 


X.25 Direct Access service is
based on the telecommunications standard defined in 1988 by the ITU-T in its “Recommendation
X.25 for Interface Between Data Terminal Equipment (DTE) and Data
Circuit-Terminating Equipment (DCE) for terminals operating in the packet mode
and connected by dedicated circuits to Public Data Networks”.


 


X.25 Direct Access offers
access speeds of up to 256kbps.


 


X.25 Direct Access provides a
local connection into one of SITA’s global access locations using Local Access
Lines. The international X.25 standard protocol contains a corruption-free
delivery feature which contributes to the reliability of this Service.


 


Typical
applications


 


X.25 Direct Access is ideal
for many communications applications


 


•                  Terminal-to-host: X.25 Direct Access supports:


•                  Remote order entry systems


•                  Computer Reservation Systems


•                  Mobile users


 


X.25 Direct Access can be used
in conjunction with X.28 Dial Access for terminal access.


 


•                  Host-to-host:


•                  Transferring accounting records from regional
offices to headquarters


•                  Electronic mail


•                  Corporate MIS applications.


 


•                  PC-to-PC: PCs can connect to remote Local Area Networks
(LANs) to exchange files and electronic mail.


 


Key service
features


 


Multiple
access speeds: depending
on the location from 4.8kbps to 256kbps.


 


International
standard: ITU-T 1984,
and 1988, compliance.


 


Simultaneous
user support: up to
1024 logical channels per link.


 


Packet size
negotiation: to
maximize throughput for particular applications.


 


29

















 


Options:


 


Higher
Security: you may ask
for our Closed User Groups feature, which provides for call barring and call
restrictions.


 


Improved
availability: if you
wish to improve the availability of the Service, dial back up of Local Access
Lines is available.


 


Quick Start
Option: this option
uses temporary dial-up connections to offer network access prior to the
availability of leased lines.


 


Service
availability is subject to local technical and regulatory conditions.


 


30

















 


SERVICENET
(HOST-TO-HOST, WORLDSPANVENDOR)


 


Description:


 


ServiceNet is a network
architecture, based on the IP-VPN IP Global Network (IGN).  Each ServiceNet (WorldspanVendor being one
ServiceNet) is an extranet (multi-customer IP network) with a client-server
architecture giving a number of customers (clients\end users) access to
remotely hosted applications/services.


 


In order to access a
service the client must first be authorized to use that service by the service
provider.  The IP access is then
configured so that the client access is restricted to specific service
provider(s).  No client-to-client
communication is permitted.


 





 


ServiceNet shares many of
the features of IP-VPN.  The main
exception is the “many-to-one” architecture of ServiceNet versus the
“any-to-any” networking of IP-VPN. 
Client to client access is specifically restricted for security
reasons.  Consequently the size of the
ServiceNet community is transparent to the client\end users.


 


31

















 


Service elements:


 


ServiceNets are always
composed of 2 elements:


 


1)            SITA IP Access


 


Connection options:
IP-VPN, Intranet Connect, AeroNet, LAN Access or Frame Relay.


Gateways enable access
for LAN Access, Frame Relay and Intranet Connect (IPNET) customers.


The preferred connection
option is IP-VPN or Intranet Connect.


 


Access from existing customer intranets.


 


SITA’s
ServiceNet architecture creates a gateway between ATC services and the
customer’s intranet.  Where a customer
has built an intranet with IP-VPN, Intranet Connect, LAN Access, or frame relay
with customer managed routers, access from the customer intranet to the service
can be enabled through a simple configuration change.  No new hardware is or throughput needs to be configured,
therefore leveraging the customer’s IP investment.


 


Access from stand alone routers.


 


SITA’s
ServiceNet services are also available to customers with no existing IP
infrastructure.  A single stand alone
IP-VPN router may access one or any number of ServiceNet services


 


2)            Application.


 


Provided by either SITA
(e.g. Gabriel for ISnet) or by third parties (e.g. EUROCONTROL, SAP)


 


Features:


 


SITA IP Access


 


•                  High Performance.  SITA IP-VPN high-speed backbone gives industry leading
IP network performance (MPLS technology/Cisco high-speed routers).


•                  Fully managed client-server topology


•                       Helpdesk support


•                  Global coverage. 
Access in >200 countries


•                  Highly Resilient for mission critical applications


•                  High levels of security


•                  Access managed by SITA
infrastructure


•                  Private community
solution for the
ATC


•                  No access to the public
Internet


•                  Flexible.  Access to multiple ServiceNet services from the same
IP connection


 


32

















 


IP Addressing


 


Globally unique, public
(registered) addressing is a requirement for ServiceNet access.


 


SITA can assign globally
unique, registered address space to SITA members through its IP address
assignment policy and process. 
Customers already using private addressing within their VPN can use the
NAT (Network Address Translation) service that allows private addresses on the
LAN side of the CE router to be translated into a public address on the WAN
side of the router.  This is fully
described in the IP Address Assignment documentation.


 


Service
availability is subject to local technical conditions and regulations.


 


33

















 


PROFESSIONAL
SERVICES


 


 


SITA
with its in-depth knowledge of the ATC market together with its experience in
building large international networks is able to provide a range of
Professional Services.


 


SITA’s Professional Services
are available for both local area network (LAN) and wide area network (WAN)
environments.  These include the
designing and building of successful technology-based business solutions,
providing Internet and Intranet connectivity, security, support, and
maintenance using a variety of architectural models.


 


Available
Services


 


•                  Technology
Assessment


 


•                  Network Strategy
Planning


 


•                  Network Audit and
Design


 


•                  End to End
Performance Analysis


 


•                  Reports and
Measurement Results


 


•                  Security Appraisal,
Assessment and Implementation.


 


Service
availability is subject to local technical conditions and regulations.


 


34

















 


PROGRAM/PROJECT MANAGEMENT SERVICES 


 


SITA utilizes a single Project
Management Methodology for all its projects based on the Project Management
Institute’s (PMI) standards and practices rigorously followed throughout the
life cycle of the project.


 


Project Management Methodology
is a framework for managing SITA SC Region Network projects. This methodology
is an approach to managing projects effectively and consistently to
successfully meet the needs of the business every time. SITA Projects are
managed through a number of processes that overlap and interact throughout the
course of the project. Each SITA project has the following processes:


 


•                  Initiating processes – authorizing the project or
phase


•                  Planning processes – defining and refining objectives
and selecting the best of the alternative courses of action to attain the
objectives of the project


•                  Executing processes* – coordinating people and other
resources to carry out the plan


•                  Controlling processes* – ensuring that project
objectives are met by monitoring and measuring progress regularly to identify
variances from plan so that corrective action can be taken when necessary


•                  Closing processes – formalizing acceptance of
the project or phase and bringing it to an orderly end 




 


Initiating


 


The Initiation phase sets the
foundation for the entire project. 
During the initiating process, project scope, deliverables, and
objectives are documented at a high level. 
The initiating process establishes the expectations to be met for the
project to be judged a success at completion.


 


During the Initiating Phase
the Project Manager gains authorization through a Project Charter to assign
resources to the project.


 


Planning


 


The Planning Process
establishes detailed project plans for all objectives set in the initiating
process.  The information the Project Manager collected during to the
initiating process, and the Project Charter go into developing the project plan
in cooperation with the customer.  The
high level description of the project contained in the charter becomes the
basis for creating a detailed baseline plan.


 


The detailed project
plan/statement of work) guides the project team in both project execution and
project control. The project plan describes, in clear detail, exactly what must
be done, when it should be done, and with what expected level of resources.


 


35

















 


The statement of work is a
formal, approved document used to guide both project execution and project
controls. The primary use of the project plan is to document planning
assumptions and decisions, facilitate communication among stakeholders, and
document approved scope, cost, and schedule baselines.  As a consequence, the statement of work
whenever signed by SITA and the customer will be considered integral part of
this agreement.


 


Executing the
Project plan


 


With a completed and approved
project plan, the project enters the Executing Process.  During the executing process the project
manager directs the resources to carry out the plan and schedule, ensuring all
activities are effectively resourced.


 


The executing processes
implement the project plan by performing and managing the activities outlined
in the project plan.  All stakeholders
are kept informed by producing and distributing project status reports. Project
goals are obtained through managing changes, conducting variance analysis,
quality control and performing corrective actions


 


Controlling
Project Progress


 


Monitoring progress of a
project has three distinct steps: measuring the specific project activities,
evaluating actual performance, and initiating corrective actions.  These steps make up the key components of
the controlling phase of a project.  The
controlling process ensures that project objectives are met by monitoring and
measuring progress and taking corrective action when necessary.


 


Closing


 


During the closing process,
the project manager ensures transition to operations and performs a
post-project review or audit to evaluate overall project performance (e.g.,
time, cost, scope, and quality).  This
review lists what worked well and what needs to be improved for the next
project.  Project closure occurs after
the customer has formally accepted all the deliverables from the execution
phase.


 


Service
availability is subject to local technical conditions and regulations.


 


36

















 


STANDARD
PROJECT MANAGEMENT SERVICES / SERVICE DELIVERY UNIT (SDU)


 


SITA’s
Service Delivery Unit (SDU) will ensure seamless, error-free and end-to-end
delivery of Network services based on committed delivery date. The SDU will
proactively provide external and internal customers with single point of
contact by accepting responsibility for order implementation and proactive
status.


 


Available
Services


 


•                  Order management of the overall service
implementation process by accepting full ownership of customer orders until
installation;


•                  Provide order validation and first level
technical support to ensure the integrity of the network is not compromised and
ensure customer requirements are met;


•                  Register Order Request relative to the
implementation of a service;


•                  Allocate Network parameters;


•                  Proactive communication to customer on order
installation status and issues;


•                  Provide order progress at a predetermined
interval based on predefined customer requirements;


•                  Facilitate face to face meetings with customers
to discuss project plans and status


•                  Provide alternatives solution when customer
requirement cannot be achieved with existing processes;


•                  Provide support and expertise in the overall
Service Delivery process.


 


 


Service
availability is subject to local technical conditions and regulations.


 


37

















 


 


Network Performance Level Schedule


Ref: Feb. 25, 2004 Worldspan SLA V5.0 WSL.doc


 


Date: February 2004


 

















 


Table of contents


 


	
  Section 1 Performance level
  Information

  
	
   

  
	
  1.1

  	
  Scope

  
	
   

  	
   

  
	
  1.2

  	
  Future Requests for
  Service Levels

  
	
   

  	
   

  
	
  1.3

  	
  Service Credits

  
	
   

  	
   

  
	
  1.4

  	
  Measurement Period

  
	
   

  	
   

  
	
  1.5

  	
  Service Level Reports

  
	
   

  	
   

  
	
  1.6

  	
  Upgrade Recommendations
  by SITA

  
	
   

  	
   

  
	
  Section 2 Service Levels

  
	
   

  
	
  2.1

  	
  IPVPN Router &
  Site Availability

  
	
   

  	
  2.1.1

  	
  Measurement Methodology

  
	
   

  	
  2.1.2

  	
  Service Credit Calculation

  
	
   

  	
  2.1.3

  	
  Router Availability
  Exclusions

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  IPVPN Router to
  Router Round Trip Delay

  
	
   

  	
  2.2.1

  	
  Measurement Methodology
  (CoS)

  
	
   

  	
  2.2.2

  	
  RTRRTD Performance Targets

  
	
   

  	
  2.2.3

  	
  Upgrade recommendations by SITA

  
	
   

  	
  2.2.4

  	
  Additional
  IPVPN Quality of Service (QoS) Measurement and Reporting

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Managed DSL

  
	
   

  	
   

  
	
  2.4

  	
  X25 and
  Frame Relay - Network Path Availability / Total Network Path Availability

  
	
   

  	
   

  
	
  2.5

  	
  X25 and
  Frame Relay - Network Transit Time / Total Network Transit Time

  
	
   

  	
  2.5.1

  	
  Network Transit Time
  Exclusions

  
	
   

  
	
  2.6

  	
  Restoration
  of Service

  
	
   

  	
   

  
	
  2.7

  	
  Service Delivery

  
	
   

  	
  2.7.1

  	
  New Installation and
  Relocations

  
	
   

  	
  2.7.2

  	
  Upgrades
  and Downgrades

  
	
   

  	
   

  	
   

  
	
  Section 3 Definitions

  
	
   

  
	
  Section
  4 Appendices

  



 


2

















 


Performance Level Schedule


 


This Performance Level Schedule details the Service
Levels in relation to the Services provided to WSL.  SITA will meet or exceed the Service Levels in accordance with
the provisions of this Performance Level Schedule.


 


Section
1                                         Performance level Information


 


1.1                                                       Scope


 


The Service Levels apply to the following Services
provided to WSL in accordance with the terms of this Agreement:


 


ICN / IP VPN


Managed DSL


X25 / Frame Relay


LANAS


 


Service Cover Period for the Services in section 1.1
is as follows -


 


•                  SITA Network
- 24 hours


•                  PTO Local Access Line - Variable according to
the terms offered by the local Telecommunications Authority.  The standard option is based upon normal
working hours, and during days within the normal working week, according to the
country in question.  Coverage outside
these times may be possible in some countries at extra cost in addition to the
standard charges levied by the Telecommunications Authority.  As set forth in Attachment TH (normal
business hours by country).


•                  Customer Premises Equipment (CPE) -Local
business hours except for connections where WSL has contracted to enhanced
maintenance service, e.g. 24 Hours.


•                  The service cover period for X.25/Frame Relay
connections as referenced in appendix 1 will not exceed March 2005 based on the
IP VPN migration.


 


The
Service Levels will apply if the site conditions are maintained.  Site conditions include housing of equipment
in accordance with manufacturers’ instructions and any other conditions as
notified by SITA to WSL in writing. In the event that the Service Levels set
forth are not achieved at a WSL site where there is no uninterrupted power
supply, and this non-conformance is unrelated to the supply of electrical power
to this site, the Service Credit mechanism shall still apply.


 


Should SITA obtain engagements
from a third-party ISP, SITA would then define a Managed ISP service SLA and
apply this SLA with WSL as and when available.


 


1.2                                                       Future
Requests for Service Levels


 


In the event that WSL wishes to order any of the
Services in Section 1.1 above for locations, which are not listed in any of the
Appendices, WSL shall contact SITA, in order to define and agree on the
corresponding service levels.  In order
for SITA to plan and implement the appropriate network resources WSL shall
notify SITA as soon as reasonably practical of any advance forecasts of future
Connections and developments requiring service levels.


 


WSL shall provide advance notice to SITA of
exceptional peak usage, which may affect the operation of the Service.  These Service Level commitments are provided
on a usage pattern based on the previous 12 months usage where applicable. In
the event that the assumed usage pattern is not met, the Service Levels will
not apply during the period when the abnormal pattern occurred. A pattern is
deemed abnormal if it exceeds the designed parameters or tolerances.


 


3

















 


1.3                               Service Credits


 


WSL SCU BANK


 


SITA shall manage the debits and credits of SCUs into
and out of the WSL’s bank account (“WSL SCU Bank”) as set forth below on a
quarterly basis.  WSL’s SCU Bank will be
maintained by SITA with statements issued to WSL each quarter or more
frequently upon request.  Credits to and
debits against the WSL SCU Bank will be reconciled at the end of each Contract
Year and upon expiration or termination of the Agreement with any positive
balance being applied to WSL’s invoice in the form of credits against the
balance owed by WSL.  If the balance of
the WSL SCU Bank at the end of the Term exceeds the balance owed, SITA shall
provide WSL with a check equal to the difference between the balance of SCUs
and the Charges owed by WSL for Services.


 


1 SCU               =                                         [**]
USD


 


The monitoring, measurement, management and reporting
of Service Levels will be carried out by SITA.


 


In all circumstances, the total amount of SCUs payable
by SITA to WSL in relation to all failures in Service Levels, which occurred
during a given Measurement Period, shall not be higher than 20 SCUs.


 


SITA agrees to make available to WSL any Service Level
Agreements / Objectives provided to SITA by the chosen PTO(s) in a given
country.


 


1.4                                                       Measurement Period


 


Unless
otherwise stated the measurement period for any Service Level metric within
this document is 1 (one) calendar month.


 


1.5                                                       Service Level
Reports


 


Service Level reports are
provided to help WSL to analyze the performance of the Services provided by
SITA.  WSL will receive from SITA a
Service Level report by the 20th calendar day of each month.


 


The Parties agree that the
Service Level reports are to be treated as Confidential Information as per the
terms of the General Terms and Conditions of this Agreement.


 


1.6                                                       Upgrade
Recommendations by SITA


 


SITA
may from time to time, recommend to WSL an upgrade for their VPN due to excessive
traffic level increases. Where WSL decides not to implement a SITA
recommendation and this results in SITA being unable to meet its Service Level
requirements, WSL shall not be entitled to claim service credits from SITA,
although SITA shall continue to provide WSL with Service Level reporting.


 


4












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


 

















 


Section 2                               Service Levels


 


2.1                                                       IPVPN
Router / Site Availability


 


Intranet
Connect Router (RA) / Site Availability (SA) is the availability of the virtual
communication link, between a WSL CE router location and a SITA PE router to
which the WSL CE is connected.


 


Router
Availability consists of the time the router, its access link to the SITA PE
Router and the SITA PE Router are up and running. It is expressed as a
percentage of up time versus the total time for the observation period. It does
not include Maintenance Windows.


 


RA is
calculated as per the following formula:


 


	
   

  	
  RA  =

  	
  Observation Period - Total Down-Time

  	
  x 100]

  	
   

  
	
   

  	
  Observation Period

  	
   

  



 


The
measurement -period is one calendar month.


 


Mission
Critical Site - dual lease line, dual routers with Hot Swap Router Protocol
HSRP, dual port: 


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Router Availability

  	
   

  	
  99.90%

  	
   

  	
  2 SCUs per router not achieving Service Level Target

  



 


Single CPE Router connection with
standard ISDN Dial backup to the same SITA Access Node (i.e. this excludes PPP
Warm Standby Option) or Single CE Router, dual lease line to separate SITA
Nodes: 


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Router Availability

  	
   

  	
  99.50%

  	
   

  	
  1 SCU per router not achieving Service Level Target

  



 


Single CPE Router connection without
standard ISDN Dial backup located in countries listed in Appendix 4 only: 


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Router Availability

  	
   

  	
  99.00%

  	
   

  	
  1 SCU per Router not achieving Service Level Target

  



 


5

















 


Single CPE Router connection without
standard ISDN Dial backup located in countries listed in Appendix 5 only:


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Router Availability

  	
   

  	
  96.00%

  	
   

  	
  1 SCU per Router not achieving Service Level Target

  



 


Single CPE Router connection without
standard ISDN Dial backup located in countries not listed in Appendix 4 or
Appendix 5: 


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Router Availability

  	
   

  	
  96.00%

  	
   

  	
  No Service Credits applicable

  



 


2.1.1                                             Measurement Methodology


 


For each
CE router, Router Availability is measured through the collection every 5
minutes of the Serial Interface Status parameters in the Cisco MIB and is reported
in the IP VPN Monthly QOS Performance Report. The administration server via the
SITA PE Router through which the WSL CE Router is connected carries out
measurement.


 





 


6

















 


For sites without backup or sites with ISDN Dial Backup to
the same SITA Access Node (does not include Warm Standby using PPP Dial to
separate Network Access Server), Site Availability is
equal to Router interface Availability


 


For sites with MCS Topology the Site is
considered as not available if the two routers interfaces are not available
during the same five minutes time interval.


 


Example:


 


	
  Time Interval

  	
   

  	
  Router 1 Avail.

  	
   

  	
  Router 2 Avail.

  	
   

  	
  Site Avail.

  
	
  10/01/99
  00h05

  	
   

  	
  Up

  	
   

  	
  Up

  	
   

  	
  Up

  
	
  10/01/99
  00h10

  	
   

  	
  Down

  	
   

  	
  Up

  	
   

  	
  Up

  
	
  10/01/99
  00h15

  	
   

  	
  Up

  	
   

  	
  Down

  	
   

  	
  Up

  
	
  10/01/99
  00h20

  	
   

  	
  Down

  	
   

  	
  Down

  	
   

  	
  Down

  



 


2.1.2                                             Service
Credit Calculation


 


In
the event that a Router Availability Service Level target failure is denoted
within the monthly reports, SITA will confirm that a valid trouble ticket has
been logged by WSL with the appropriate Global Customer Service Center (GCSC)
for the router in question. Information contained within the trouble ticket
will then be used to indicate whether Service to the router was restored via
any warm-standby backup solution present. From analysis of this information,
SITA will verify whether Service Credits are to be issued to WSL where the
availability of the router for the month in question was deemed not to have met
the Service Level set forth. Issues of this nature shall be discussed and
mutually agreed during the regular operational review meetings.


 


2.1.3                                             Router
Availability Exclusions


 


SITA
commits to achieve the targets defined within this Performance Level Schedule
subject to the following exclusion –


 


1.               Due to the limitation of the reporting system,
SITA shall not pay any of the service credits set forth hereof, if and when the
Router Availability does not meet the Service Level target for a given router
where Service has been restored via a warm standby backup solution (such as a
Dial on Demand Router that initiates a PSTN/ISDN call to the nearest SITA
Network Access Server) in the event of a primary link failure.


 


2.               WSL shall not be eligible for Service Credits
where non-conformance to the SLA target is due to WSL originated causes. As an example, Service Credits will not
be issued when a router/site availability target is not met as a result of WSL
switching-off the power-supply to the SITA managed router located on WSL
premises.


 


2.2                                                       IPVPN
Router to Router Round Trip Delay


 


Router-to-Router
Round Trip Delay (RTRRTD) is the round trip delay of a packet of data measured
from the CE (Customer Edge) Router, through the PE (Provider Edge) Routers to
the remote CE Router. The measurement is carried out and reported in three
segments –


•                  CE Router to PE (Provider Edge) Router (Access
Segment A)


•                  PE to PE Router (ICN Core Segment)


•                  PE Router to CE Router (Access Segment B)


 


7

















 





 


Connecting through SITA Entry
and Exit Access Nodes and within the same WSL’s Virtual Private Network
(“VPN”).


 


For CE to PE paths the
measurement is reported per Class of Service, PE to PE traffic is all Standard
Class of Service consisting of lower priority data (D2).


 


2.2.1                                             Measurement Methodology (CoS)


 


Measurements
are based on Service Assurance Agent Cisco feature (formerly named RTR:
Response Time Reporter) which generates intrusive traffic between 2 interfaces
of routers path to gather CoS statistics. The SAA global design is based on a
sender/receiver model. The sender is a new type of router named shadow router
(SH). The receiver is either any shadow or CE routers.


 


Performance
tests are run between the sender and the receiver based on a configuration
given by the SAA manager. Results are stored in the sender’s Management
Information Base (MIB).


 


Then
the SAA manager polls the SAA agent (shadow) every 15 minutes to retrieve
results.


 


The
measurement paths are:


 


•                  Shadow to Shadow - figuring the PE to PE path,


 


•                  Shadow to Customer Equipment – figuring the PE
to CE path.


 


Two scenarios are used for the
measurements and consists in 10 packets sent at 20 ms interval of:


 


•                  128 bytes for (SH, SH)


 


•                  128 bytes for (SH-CE)


 


The RTD of one measure is the
average delay corresponding to the RTD of the ten packets per scenario.


 


RTRRTD
measurements are restricted to pairs of routers that exchange data together
through the SITA Network according to WSL’s data flow. The concerned router
paths are defined as a list of pairs of routers.  The Measurement Period is one (1) calendar month.


 


2.2.2                                             RTRRTD Performance Targets


 


The committed targets for Router to Router Round Trip
Delay (RTRRTD) include an allowance for the Leased Line Serialization Delay and
Router Processing Delay.  The Leased
Line Serialization Delay is a function of the Access Speed of the circuit.  The specific RTRRTD values applicable to
each router pair are provided in Appendices 2 and 3.


 


8

















 


CE to PE
Segment


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Router to Router Round Trip Delay

  	
   

  	
  See Appendix 2

  	
   

  	
  1 SCU

  



 


PE to PE
Segment


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Router to Router Round Trip Delay

  	
   

  	
  See Appendix 3

  	
   

  	
  2 SCUs

  



 


2.2.2.1                                   Due
Diligence


 


To
ensure the most effective Class of Service Level the CE to PE RTRRTD Service
Levels stated within Appendix 2, are indicative targets and for information
purposes only for the first 3 months. SLA targets will be formulated following
the installation of at least 3 IP VPN connection in a given country and the
completion of 3 months due diligence. 
At the end of this period the proposed SLA targets shall be mutually
agreed with WSL.


 


2.2.2.2                                   IPVPN RTRRTD Exclusions


 


SITA commits to achieve the
targets defined within this Agreement subject to the following exclusions –


 


1)              Where a
Telecommunications Operator has for no more than four hours, re-routed the
traffic that is normally routed over a non-satellite link, through a satellite
link, due to an event of Force Majeure or other non-foreseeable event, and a
RTRRTD Service Level target non-conformance occurs, Performance Levels and SCUs
will not apply for the path in question over the relevant Measurement Period.


 


2)              A high Access Link Load value can affect the
Router-to-Router Round Trip Delay and a high CPU utilization value can affect
the Router Processing and Switching times. Therefore, Service Credit Units
shall not apply where the RTRRTD Service Level target is not met and one or
both of the applicable CE Routers monthly average values for:


 


•                  CPU utilization exceeds 20 %


•                  Access Link Load exceeds 30 %


•                  CPU utilization exceeds 20% -
E-Commerce Agent (24x7 working hours) up to maximum tolerance levels


•                  Access Link Load exceeds 30% -
E-Commerce Agent (24x7 working hours) up to maximum tolerance levels


 


The above values are subject
to a 3-month due diligence period. At the end of this period the proposed SLA
targets shall be mutually agreed with WSL.


 


9

















 


3)              If a non-standard Class
of Service configuration change is carried out at WSL’s request and this
reallocation of bandwidth between the classes causes an RTRRTD Service Level
failure in any particular month, then no Service Credit shall apply for said
failure(s). Additionally a new three- (3) month due diligence period shall then
apply in the months following the failure for RTRRTD. At the end of the due
diligence period, a new RTRRTD Service Level target shall be mutually agreed
between the WSL and SITA.


 


2.2.3                                             Upgrade
Recommendations by SITA


 


SITA may, from time to time, recommend to WSL an
upgrade to their VPN due to excessive traffic level increases. Where WSL
decides not to implement SITA’s recommendation and this results in SITA being
unable to meet its Router to Router Round Trip Delay Service Level
requirements, WSL shall not be entitled to claim service credits from SITA,
although SITA shall continue to provide WSL with Service Level reporting.


 


2.2.4                                             Additional
IPVPN Quality of Service (QoS)
Measurement and Reporting


 


Further
QoS reporting will be provided for the following components. It should be noted
that some of the reporting metrics are available only where the “Class of
Service” (CoS) element is included in the Service.


 


•                  IP Packet Loss


•                  Access Link Load


•                  CPU Utilization


 


2.2.4.1                                   IP
Packet Loss


 


The
IP Packet Loss is measured over the CE to PE segment of the path and over the
PE to PE segment. IP Packet loss is measured per Class of Service for all
classes. It is reported for both traffic directions regarding the CE to PE
paths but as one single figure for PE to PE paths (redundant measures). The PE
to PE IP Packet Loss is reported globally, as it is a performance common to all
Customers using the concerned PE to PE backbone path. The measure over the PE
to PE segment can not be WSL specific.


 


A
performance highlight graph is added for the IP Packet Loss indicator. Two
graphs are provided one for each traffic direction: CE to PE and PE to CE. Each
graph provides details of the ten highest IP Packet Loss Ratio performances
recorded for the respective traffic direction.


 


The traffic direction is
indicated in the title of the graph:


•                  IP Packet Loss (CE to PE);


•                  IP Packet Loss (PE to CE);


 


The
reference for the X-axis of two graphs is the Link Name (Router name – Serial
interface) of the CE router.


 


2.2.4.2                                   Access
Link Load


 


The
Access Link Load measures the Load of the access circuit to the Router. Data is
acquired either every hour or every 30 minutes depending upon the tool used.
Measured are based on a collection of each InOctets (OutOctets) CISCO MIB for
X25 and compared with the Access Speed. Access Link Load is a measure of the
bandwidth utilization at the connection level for either X25 or FR access
protocols. It is measured in both direction (in and out traffic) and compared
with the access speed of the connection circuit. It is expressed as percentage.


 


10

















 


2.2.4.3                                   CPU
Utilization


 


CPU
Utilization measures the router CPU Utilization. Measurements are conducted
every hour or every 30 minutes depending upon the tools used. Measured are
based on the collection of the “AverageBusy5” CISCO MIB variable and consist of
a percentage of the CPU in use. Reporting for CPU utilization is for WSL’s CE
Routers only.


 


2.3                                                       Managed DSL Service Levels


 


SITA’s IP Service Node (Managed) service provides WSL with the ability
to securely access its corporate Intranet using new access methods including
Managed DSL access.  Key Service
features include:


 


•                                          Two-way access to Intranet Connect


•                                          The ability to access the Internet via the PTO,
which means the traffic does not transit the Intranet


•                                          Firewall functionality for the Managed DSL
sites.


 


Service availability is subject to local
and technical regulatory conditions.


 


The
parties agree that for the six (6) months from the Effective Date of this SLA
agreement:


 


(a)          The Service Level Objectives set forth in Table
1 below will apply for the DSL part of the Managed Service;


 


TABLE 1 – Managed DSL SERVICE LEVEL OBJECTIVES


 


	
  COUNTRY

  	
   

  	
  Belgium

  	
   

  	
  France

  	
   

  	
  Germany

  	
   

  	
  Greece

  
	
  MTTR

  	
   

  	
  TBC

  	
   

  	
  24 hours

  	
   

  	
  DT
  indicates that they will provide a 3-hour response time on the DSL line
  between 08:00 – 20:00 hrs Monday – Friday; and between 08:00 – 16:00 hrs
  Saturdays. DT provides a target of 24 hours for the fault clearance if
  received within the period 0:00 – 20:00 hrs Monday – Friday.

  	
   

  	
  TBC

  
	
  LTC

  	
   

  	
  15 business days

  	
   

  	
  20 business days

  	
   

  	
  4
  - 6 weeks

  	
   

  	
  TBC

  



 


	
  COUNTRY

  	
   

  	
  Hong Kong

  	
   

  	
  Italy

  	
   

  	
  Netherlands

  	
   

  	
  Singapore

  
	
  MTTR

  	
   

  	
  24 hours

  	
   

  	
  8
  working hours (85% within 4 working hours)

  	
   

  	
  Response time - 8 hours Recovery time - 48 hours

  	
   

  	
  Less than 48 hours

  
	
  LTC

  	
   

  	
  30 business days

  	
   

  	
  20
  business days

  	
   

  	
  25 business days

  	
   

  	
  10 - 20 business days

  



 


	
  COUNTRY

  	
   

  	
  Spain

  	
   

  	
  Sweden

  	
   

  	
  Switzerland

  	
   

  	
  UK

  
	
  MTTR

  	
   

  	
  3 working days

  	
   

  	
  TBC

  	
   

  	
  No
  commitment

  	
   

  	
  By
  close of business the following business day

  
	
  LTC

  	
   

  	
  TBC

  	
   

  	
  TBC

  	
   

  	
  Best
  effort

  	
   

  	
  DSL
  5 business days PSTN 3 business days

  



 


Using the information from
Section 2.3.1 above, the parties agree to meet at the beginning of the sixth (6th)
month from the Effective Date to negotiate in good faith Service Levels with
appropriate Credits for the Managed DSL Service.  The parties acknowledge that SITA reserves the right, where this
is not feasible, to offer SLA commitments.


 


11

















 


2.4                                                       X25 and Frame Relay -
Network Path Availability / Total Network Path
Availability


 


Network Path Availability or NPA is the measurement,
expressed as a percentage, of the availability of the virtual communication
link between a SITA Entry Access Node and a SITA Exit Access Node.  It does not include Local Access Lines,
Maintenance Windows and CPE. Network Path Availability is measured on a
node-to-node basis.  The measurement and
subsequent service credit allocation is on a per country basis.  The Measurement Period is one (1) calendar
month.


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network Path Availability

  	
   

  	
  See Appendix 1

  	
   

  	
  1 SCU per country where
  the network path does not meet the Service Level target

  



 


SITA shall meet the following service level for those
Installation Sites at which dial back-up (DBU) service is installed.


 


•                  Each Service Component with DBU service
installed will be Available/In-Service as set forth in Appendix 1, TNPA in each
month, calculated as follows.


 


	
  Available/In-Service =

  	
  Total
  Minutes in a Calendar Month - Total Interruption/Outage Time in the Calendar
  Month

  	
   

  
	
  Total
  Minutes in the Calendar Month

  	
   

  



 


•                  For Total Network Path Availability (TNPA),
“TNPA Interruption/Outage Time” means the period of time (measured in minutes)
during which any Service Component (for the purposes of this section:  Service Component” only includes the virtual communications path between the
MPDs, including the SITA entry access node and SITA exit access node on the
SITA Backbone Network, and Access Lines) fails to meet any applicable Service
Level/Performance Specification.  “TNPA
Interruption/Outage Time” shall exclude only the following periods of time
(measured in minutes) during which a Service Component is not performing in accordance
with the Service Levels/Performance Specifications:  (a) scheduled maintenance of which WSL had been notified at
least 48 hours in advance, to which WSL consented and which occurs outside of
Normal Business Hours; (b) Force
Majeure Conditions; and (c) Interruption/Outage Time of less
than five minutes.


 


WSL will be paid only for failure to
meet the TNPA target for those sites with dial backup


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Network Path Availability

  	
   

  	
  See Appendix 1

  	
   

  	
  1 SCU per country where
  the network path does not meet the Service Level target

  



 


12

















 


2.5                     X25 and Frame Relay -
Network Transit Time / Total Network Transit Time


 


Network Transit Time (“NTT”) is the one-way delay for
a packet of one hundred and twenty eight (128) bytes to be transmitted from a
SITA Entry Access Node to a SITA Exit Access Node. It does not include the
Local Access Lines.  It is measured on a
node-to-node basis for the Service.  The
measurement and subsequent service credit allocation is on a per country
basis.  The Measurement Period is one
(1) calendar month.


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network Transit Time

  	
   

  	
  See Appendix 1

  	
   

  	
  1 SCU per country where
  the network path does not meet the Service Level target

  



 


2.5.1                                             Network Transit Time Exclusions


 


1)              Where a PTO has re-routed the traffic normally
routed over a non-satellite link, through a satellite link, due to an event of
Force Majeure or other non-foreseeable event, and a NTT Service Level target
non-conformance occurs, Performance Levels and SCUs will not apply for the path
in question over the relevant Measurement Period.


 


2)              If both the NPA and
NTT performance levels are not met for the same path in the same month, a
Service Credit will only be payable against the NPA non conformance.


 


2.6                                                       Restoration of Service


 


Restoration
of Service (RoS) is the duration of time taken from when a trouble ticket is
logged with the appropriate SITA Service Centre or is proactively opened by
SITA at the appropriate SITA Service Centre and ends when the Service is
restored to an operational level. This duration is calculated on information
extracted from the trouble ticketing system, as per the following formula.


 


RoS                              =                             (Date/Time Clear) -
(Date/Time Received) - (Defer time)


 


Where


 


Defer Time =                            Cumulated time where SITA
is unable to progress the resolution of the fault due to events outside the
responsibility of SITA as contained in this Agreement (e.g. local Customer
contact unavailable, outside the scope of customer-defined contracted service
with the local PTT, Force Majeure etc.)


 


SITA shall use all reasonable
endeavours to restore the Service to those Customer sites within the time
frames listed in the table below, during the agreed hours of cover according to
the pre-defined severity level of the connection in question. The definitions
of the severity levels are as follows:


 


13

















 


	
  Severity

  Level

  	
   

  	
  Fault Scenario

  
	
  0

  	
   

  	
  •                  BCC Only

  
	
  1

  	
   

  	
  •                  XIS’s supporting Airport

  
•                  Single customer connection outage

  
•                  Connection down without resilience (backup service)

  
•                  Server Outage

  
•                  Connection response slow – making service inoperable

  
•                  Customer was migrated from a
  previously functional service and has lost all or partial functionality

  
	
  2

  	
   

  	
  •                  Customer single connection – partial outage

  
•                  Connection down – service being supported by
  back-up service or work around

  
•                  Customer firewall hard down

  
•                  Engineer is at the customer site performing
  tests to resolve a fault

  
•                  Newly installed service is hard down – and
  cannot be used by the customer

  
	
  3

  	
   

  	
  •                  Slow or degraded service, slow response or delays – but still
  operational

  
•                  Server Outage – with workaround

  
•                  Application useable, but with slow response

  
•                  Newly installed service is
  degraded – operational in some applications only

  



 


It
is essential that the Customer reports all faults to the appropriate SITA
Service Centre (and a Trouble Ticket number is allocated).


 


Note: The following criteria
apply for connections to be included within the BCC programme.


•                  Eligible
connections are Boundary Routers, CPE, Hosts, Hubs, Servers, Gateways, Regional
Servers, and Voice Hubs only.


•                  Appropriate Back Up is implemented on each
connection


•                  A single point of contact available 24 hours a
day. This Customer contact will be responsible for informing SITA of any
planned work that may impact the performance of a Business Critical Connection
and should be able to verify if any service outage is due to factors to which
the Customer is responsible for.


•                  The Customer must obtain an appropriate
extended maintenance contract with SITA or other supplier (eg. PTT) to ensure
24 hour fault fix is possible (eg PTT leased line failure) for each BCC
connection.


 


14

















 


Service
Levels


 


	
  Service

  Level

  Parameter

  	
   

  	
  Severity

  Level

  	
   

  	
  *Restoration Time

  (All components)

  	
   

  	
  Service

  Level

  	
   

  	
  Service

  Credit

  
	
  Restoration of Service

  	
   

  	
  0 BCC

  	
   

  	
  3 hours

  	
   

  	
  90%

  	
   

  	
  2 SCUs if target
  not met

  
	
   

  	
  1

  	
   

  	
  5
  hours

  	
   

  	
  80%

  	
   

  	
  1
  SCUs if target not met

  
	
   

  	
  2

  	
   

  	
  8
  hours

  	
   

  	
  80%

  	
   

  	
  1
  SCUs if target not met

  
	
   

  	
  3

  	
   

  	
  24 hours

  	
   

  	
  N/A

  	
   

  	
  Quality of Service Reporting
  Only

  



 


	
  Service

  Level

  Parameter

  	
   

  	
  Severity

  Level

  	
   

  	
  Restoration Time

  (SITA network)

  Service Level

  Objective

  	
   

  	
  Service

  Level

  	
   

  	
  Service

  Credit

  
	
  Restoration
  of Service

  	
   

  	
  1

  	
   

  	
  4 hours

  	
   

  	
  80%

  	
   

  	
  Quality of Service Reporting
  Only

  
	
   

  	
  2

  	
   

  	
  4 hours

  	
   

  	
  80%

  	
   

  	
  Quality of Service Reporting
  Only

  
	
   

  	
  3

  	
   

  	
  4 hours

  	
   

  	
  N/A

  	
   

  	
  Quality of Service Reporting
  Only

  



 












*Note: To ensure that the
Service Levels and Service Credits are economically and technically feasible,
the above parameters shall be reviewed and mutually agreed (3) months after
performance reporting begins for all Services covered under this Service Level
Agreement.  Sita will pursue best
efforts to exceed the above targets in providing RoS.


 


Exclusions


 


1)              Faults where the Fault Cause Code is End user
shall not be included within the measurement for RoS.


 


15

















 


2.7                                                       Service Delivery


 


Service Credits paid to WSL


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDD Confirmation

  	
   

  	
  5 business days after
  validation of an order from WSL for at least 95% of all orders per month.

  	
   

  	
  For every whole
  business day over the target SITA will deposit 1 SCU into the WSL SCU bank.

  



 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notification of Ready for Service

  	
   

  	
  If WSL dispatches a
  technician within 2 business days of SITA’s notification of RFS, and the
  technician learns upon arriving that SITA has not completed the connection.

  	
   

  	
  SITA will deposit 1
  SCU’s into the WSL SCU Bank for each affected connection.

  



 


Service Credits paid to SITA


 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Site Preparation Failure

  	
   

  	
  WSL will provide
  written notice of a failure to prepare an Installation/Relocation Site for
  the implementation of the Service within 5 business days prior to the
  CDD/RCDD or immediately if the CDD/RCDD is less than 5 business days
  thereafter.

  	
   

  	
  SITA will debit 1 SCU
  from the WSL SCU Bank. WSL will also liable for any costs incurred from third
  parties as a result of an aborted visit.

  



 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WSL Delay 

  	
   

  	
  If there is a WSL
  caused delay of greater than 1 month between the CAV (circuit availability
  date) and the RFS date.

  	
   

  	
  SITA will debit 1 SCU
  from the WSL SCU bank for each additional months delay.

  



 


	
  Service Level Parameter

  	
   

  	
  Service Level Target

  	
   

  	
  Service Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expedite of Orders*

  	
   

  	
  WSL may request the expedite
  of 15% of all orders placed per month without additional SITA charge.

  	
   

  	
  For each successful
  expedite above 15% of all orders placed per month, SITA will debit 2 SCUs
  from the WSL SCU bank.

  



 












*Any expedite will be handled
on a BEST EFFORTS basis. An expedite is measured as the installation of a
connection within 75% of the CDD / RCDD.


 


 


16

















 


2.7.1                                             New
Installation and Relocations


 


An
installation is defined as a SITA accepted and validated, WSL requested Managed
DSL or IPVPN connection implemented during the measurement period, ordered via
the SITA Service Delivery Unit using the agreed ordering interface.


 


A
relocation is defined as a SITA accepted and validated, WSL requested
relocation of a SITA Managed DSL or IPVPN connection implemented during the
measurement period, ordered via the SITA Service Delivery Unit using the agreed
ordering interface.


 


2.7.2                                             Upgrades and
Downgrades


 


An
upgrade or downgrade is defined as being a SITA accepted and validated, WSL
requested change. This must be provided in writing, using the agreed SITA
ordering interface.


 


17

















 


Section
3                                         Definitions


 


The definitions in the SITA General Terms and
Conditions in addition to the following shall apply to this Performance Level
Schedule:


 


	
  Term

  	
   

  	
  Definition

  
	
  “Access Node”

  	
   

  	
  A node of the SITA Network to which a Local Access
  Line is to be connected to provide the services referred to in the Agreement;
  it is hereby acknowledged that an Access Node may be either a SITA Entry
  Access Node or a SITA Exit Access Node.

  
	
  “Activity Period”

  	
   

  	
  The month in which the services were provided.

  
	
  “Agreement”

  	
   

  	
  The contract for Services between SITA and WSL, to
  which this SLA forms a part.

  
	
  “CE” (Customer Edge Router)

  	
   

  	
  A CE
  Router is a SITA managed router normally located at WSL premises, usually
  connected to the SITA Network via a PTO leased line.

  
	
  “Change”

  	
   

  	
  An alteration of WSL’s requirements for the Service.

  
	
  “Connection”

  	
   

  	
  A connection to the SITA Network via Local Access
  Lines or by dial-in access of equipment located at the offices of WSL
  (workstation, computer equipment or any other terminal equipment), where SITA
  provides the Service to WSL.

  
	
  “CPE (Customer Premise Equipment)”

  	
   

  	
  The equipment located on a WSL premise that is
  managed by SITA.

  
	
  “Environmental Conditions”

  	
   

  	
  The environmental conditions at a Location, suitable
  for the proper operation of the CPE.

  
	
   

  	
   

  	
   

  
	
  “Measurement Period”

  	
   

  	
  The period of time during which a particular Service
  Level is measured.

  
	
  “GCSC”

  	
   

  	
  Global Customer service Centers providing Fault
  management and help desk support to WSL.

  
	
  “Location”

  	
   

  	
  Each WSL or User site provided with Network
  Services, all of which are identified in signed SITA Order Forms.

  
	
  “Maintenance Windows”

  	
   

  	
  The periods during which SITA performs the
  maintenance of the SITA Network. Maintenance Windows occur during low network
  traffic periods. Maintenance is necessary to implement generic changes to, or
  generic version updates of, the SITA Network.

  
	
  “Month”

  	
   

  	
  A calendar month.

  
	
  “Network
  Services”

  	
   

  	
  The SITA data network services as described in the
  applicable Service description.

  
	
  “Network”

  	
   

  	
  SITA’s network for the provision of the Network
  Services, excluding Tail Circuits, public networks and CPE.

  
	
  “Outage”

  	
   

  	
  The non-availability of the Service at a Location,
  specifically that WSL or User cannot send or receive data using the Service.

  
	
  “PE” (Provider Edge Router)

  	
   

  	
  A PE
  is a SITA managed router allowing the access to the SITA IP Network. It is
  normally located in a SITA centre.

  
	
  “POP” (Point of Presence)

  	
   

  	
  A POP
  is the nearest access point to the SITA Network. It is normally an access
  node and is connected to CE with PTO leased lines.

  
	
  “POP” (Point of Presence)

  	
   

  	
  A POP
  is the nearest access point to the SITA Network. It is normally an access
  node and is connected to CE with PTO leased lines.

  



 


18

















 


	
  Term

  	
   

  	
  Definition

  
	
  “PTO”
  or “Public  Telecommunications Operator”

  	
   

  	
  Entities authorized to own, lease and operate
  telecommunications circuits.

  
	
  “Resolve” or “Resolution”

  	
   

  	
  The question(s) asked by WSL has been answered by
  SITA and takes place at the time when SITA’s answer is sent electronically to
  WSL

  
	
  “Scheduled
  Maintenance”

  	
   

  	
  Maintenance scheduled by SITA to occur during low
  network traffic periods three to five times per year to implement generic
  changes to, or generic version updates of, the Network and lasting an average
  of five minutes each.

  
	
  “Service Cover Period”

  	
   

  	
  The times during the day when the Service Levels
  shall apply.

  
	
  “Service Levels”

  	
   

  	
  The service and performance standards as detailed in
  this Performance Level Schedule.

  
	
  “SITA Entry Access Node”

  	
   

  	
  The Access Node to which a Connection is linked.

  
	
  “SITA Exit Access Node”

  	
   

  	
  The Access Node to which WSL Host is connected.

  
	
   

  	
   

  	
   

  
	
  “Tail Circuit”

  	
   

  	
  A telecommunications circuit or other capacity and
  attached modems leased from a PTO — connecting Locations to the Network.

  
	
  “Third Party
  Intervention”

  	
   

  	
  Intervention by any person not authorized by SITA.

  
	
  “VPN”

  	
   

  	
  Virtual Private Network

  
	
  “WSL Host”

  	
   

  	
  WSL’s computer (s) designated by WSL and located in
  the place designated by WSL.

  



 


19

















 


Section
4                                         Appendices


 


20

















 


Appendix 1                                   X.25 Frame Relay Service Levels NTT, NPA and
TNTT*


 












*TNTT targets are provided
only for information purposes


 


 


	
  Country-to-Country

  	
   

  	
   

  	
   

  	
  Contractual

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Host

  	
   

  	
  Remote

  	
   

  	
  NPA

  	
   

  	
  X.25 NTT

  	
   

  	
  Frame

  Relay

  NTT

  	
   

  	
  TNPA (w DBU)

  	
   

  	
  TNTT

  	
   

  
	
  USA

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
  ms

  	
   

  	
  ms

  	
   

  	
  %

  	
   

  	
  ms

  	
   

  
	
  Atlanta

  	
   

  	
  Austria

  	
   

  	
  99.80

  	
   

  	
  225

  	
   

  	
  215

  	
   

  	
  99.65

  	
   

  	
  255

  	
   

  
	
   

  	
   

  	
  Belgium

  	
   

  	
  99.80

  	
   

  	
  270

  	
   

  	
  165

  	
   

  	
  99.65

  	
   

  	
  205

  	
   

  
	
   

  	
   

  	
  Rep of Czech

  	
   

  	
  99.80

  	
   

  	
  230

  	
   

  	
  220

  	
   

  	
  99.65

  	
   

  	
  260

  	
   

  
	
   

  	
   

  	
  Denmark

  	
   

  	
  99.80

  	
   

  	
  145

  	
   

  	
  145

  	
   

  	
  99.65

  	
   

  	
  185

  	
   

  
	
   

  	
   

  	
  Egypt

  	
   

  	
  99.80

  	
   

  	
  275

  	
   

  	
  265

  	
   

  	
  99.65

  	
   

  	
  305

  	
   

  
	
   

  	
   

  	
  Norway

  	
   

  	
  99.80

  	
   

  	
  165

  	
   

  	
  165

  	
   

  	
  99.65

  	
   

  	
  205

  	
   

  
	
   

  	
   

  	
  France

  	
   

  	
  99.80

  	
   

  	
  145

  	
   

  	
  145

  	
   

  	
  99.65

  	
   

  	
  185

  	
   

  
	
   

  	
   

  	
  Germany

  	
   

  	
  99.80

  	
   

  	
  135

  	
   

  	
  135

  	
   

  	
  99.65

  	
   

  	
  175

  	
   

  
	
   

  	
   

  	
  Greece

  	
   

  	
  99.80

  	
   

  	
  200

  	
   

  	
  195

  	
   

  	
  99.65

  	
   

  	
  235

  	
   

  
	
   

  	
   

  	
  Guam

  	
   

  	
  99.70

  	
   

  	
  240

  	
   

  	
  230

  	
   

  	
  99.55

  	
   

  	
  270

  	
   

  
	
   

  	
   

  	
  Hungary

  	
   

  	
  99.80

  	
   

  	
  200

  	
   

  	
  195

  	
   

  	
  99.65

  	
   

  	
  235

  	
   

  
	
   

  	
   

  	
  Iceland

  	
   

  	
  99.65

  	
   

  	
  145

  	
   

  	
  140

  	
   

  	
  99.50

  	
   

  	
  180

  	
   

  
	
   

  	
   

  	
  Ireland

  	
   

  	
  99.80

  	
   

  	
  145

  	
   

  	
  145

  	
   

  	
  99.65

  	
   

  	
  185

  	
   

  
	
   

  	
   

  	
  Israel

  	
   

  	
  99.80

  	
   

  	
  170

  	
   

  	
  165

  	
   

  	
  99.65

  	
   

  	
  205

  	
   

  
	
   

  	
   

  	
  Italy

  	
   

  	
  99.65

  	
   

  	
  175

  	
   

  	
  170

  	
   

  	
  99.50

  	
   

  	
  210

  	
   

  
	
   

  	
   

  	
  Kuwait

  	
   

  	
  99.80

  	
   

  	
  580

  	
   

  	
  565

  	
   

  	
  99.65

  	
   

  	
  605

  	
   

  
	
   

  	
   

  	
  Luxembourg

  	
   

  	
  99.80

  	
   

  	
  140

  	
   

  	
  140

  	
   

  	
  99.65

  	
   

  	
  180

  	
   

  
	
   

  	
   

  	
  Malta

  	
   

  	
  99.80

  	
   

  	
  140

  	
   

  	
  140

  	
   

  	
  99.65

  	
   

  	
  180

  	
   

  
	
   

  	
   

  	
  Morocco

  	
   

  	
  99.40

  	
   

  	
  335

  	
   

  	
  320

  	
   

  	
  99.25

  	
   

  	
  360

  	
   

  
	
   

  	
   

  	
  Netherlands

  	
   

  	
  99.80

  	
   

  	
  215

  	
   

  	
  215

  	
   

  	
  99.65

  	
   

  	
  190

  	
   

  
	
   

  	
   

  	
  Finland

  	
   

  	
  99.80

  	
   

  	
  140

  	
   

  	
  140

  	
   

  	
  99.65

  	
   

  	
  180

  	
   

  
	
   

  	
   

  	
  Poland

  	
   

  	
  99.70

  	
   

  	
  245

  	
   

  	
  240

  	
   

  	
  99.55

  	
   

  	
  195

  	
   

  
	
   

  	
   

  	
  Portugal

  	
   

  	
  99.80

  	
   

  	
  200

  	
   

  	
  195

  	
   

  	
  99.65

  	
   

  	
  235

  	
   

  
	
   

  	
   

  	
  Romania

  	
   

  	
  99.30

  	
   

  	
  220

  	
   

  	
  215

  	
   

  	
  99.15

  	
   

  	
  255

  	
   

  
	
   

  	
   

  	
  Russia

  	
   

  	
  98.75

  	
   

  	
  405

  	
   

  	
  390

  	
   

  	
  99.60

  	
   

  	
  430

  	
   

  
	
   

  	
   

  	
  Saudi Arabia

  	
   

  	
  99.80

  	
   

  	
  355

  	
   

  	
  345

  	
   

  	
  99.65

  	
   

  	
  385

  	
   

  
	
   

  	
   

  	
  Spain

  	
   

  	
  99.75

  	
   

  	
  165

  	
   

  	
  165

  	
   

  	
  99.60

  	
   

  	
  205

  	
   

  
	
   

  	
   

  	
  Sweden

  	
   

  	
  99.80

  	
   

  	
  145

  	
   

  	
  145

  	
   

  	
  99.65

  	
   

  	
  185

  	
   

  
	
   

  	
   

  	
  Switzerland

  	
   

  	
  99.80

  	
   

  	
  160

  	
   

  	
  160

  	
   

  	
  99.65

  	
   

  	
  200

  	
   

  
	
   

  	
   

  	
  Turkey

  	
   

  	
  99.30

  	
   

  	
  230

  	
   

  	
  220

  	
   

  	
  99.15

  	
   

  	
  260

  	
   

  
	
   

  	
   

  	
  UK

  	
   

  	
  99.80

  	
   

  	
  120

  	
   

  	
  120

  	
   

  	
  99.65

  	
   

  	
  160

  	
   

  



 


21

















 


Appendix 2                                   IPVPN RTRRTD CE to PE Service Levels


 


If CE router in same city as
PE router indicative target is 60ms


 


	
  CE Router Name

  	
   

  	
  PE Router Name

  	
   

  	
  D1 / Interactive Traffic Class

  RTRRTD (ms)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


22

















 


Appendix 3                                   IPVPN RTRRTD PE to PE Service Levels


 


	
  Host A

  	
   

  	
  Site B

  	
   

  	
  D2 Traffic Class RTRRTD (ms)

  
	
  Atlanta

  	
   

  	
  Australia

  	
   

  	
  300

  
	
   

  	
   

  	
  Austria

  	
   

  	
  175

  
	
   

  	
   

  	
  Belgium

  	
   

  	
  145

  
	
   

  	
   

  	
  China

  	
   

  	
  310

  
	
   

  	
   

  	
  Rep of Czech

  	
   

  	
  170

  
	
   

  	
   

  	
  Denmark

  	
   

  	
  150

  
	
   

  	
   

  	
  Egypt

  	
   

  	
  220

  
	
   

  	
   

  	
  Norway

  	
   

  	
  170

  
	
   

  	
   

  	
  France

  	
   

  	
  170

  
	
   

  	
   

  	
  Germany

  	
   

  	
  170

  
	
   

  	
   

  	
  Greece

  	
   

  	
  210

  
	
   

  	
   

  	
  Guam

  	
   

  	
  240

  
	
   

  	
   

  	
  Hong Kong

  	
   

  	
  325

  
	
   

  	
   

  	
  Hungary

  	
   

  	
  170

  
	
   

  	
   

  	
  Iceland

  	
   

  	
  170

  
	
   

  	
   

  	
  India

  	
   

  	
  275

  
	
   

  	
   

  	
  Ireland

  	
   

  	
  150

  
	
   

  	
   

  	
  Israel

  	
   

  	
  274

  
	
   

  	
   

  	
  Italy

  	
   

  	
  165

  
	
   

  	
   

  	
  Japan

  	
   

  	
  255

  
	
   

  	
   

  	
  Korea

  	
   

  	
  280

  
	
   

  	
   

  	
  Kuwait

  	
   

  	
  tbd

  
	
   

  	
   

  	
  Luxembourg

  	
   

  	
  155

  
	
   

  	
   

  	
  Malta

  	
   

  	
  150

  
	
   

  	
   

  	
  Morocco

  	
   

  	
  140

  
	
   

  	
   

  	
  Netherlands

  	
   

  	
  190

  
	
   

  	
   

  	
  Finland

  	
   

  	
  155

  
	
   

  	
   

  	
  Poland

  	
   

  	
  160

  
	
   

  	
   

  	
  Portugal

  	
   

  	
  140

  
	
   

  	
   

  	
  Romania

  	
   

  	
  140

  
	
   

  	
   

  	
  Russia

  	
   

  	
  210

  
	
   

  	
   

  	
  Saudia Arabia

  	
   

  	
  150

  
	
   

  	
   

  	
  Singapore

  	
   

  	
  390

  
	
   

  	
   

  	
  Spain

  	
   

  	
  170

  
	
   

  	
   

  	
  Sweden

  	
   

  	
  200

  
	
   

  	
   

  	
  Switzerland

  	
   

  	
  170

  
	
   

  	
   

  	
  Turkey

  	
   

  	
  275

  
	
   

  	
   

  	
  Ukraine

  	
   

  	
  210

  
	
   

  	
   

  	
  UK

  	
   

  	
  150

  
	
   

  	
   

  	
  Western Samoa

  	
   

  	
  150

  



 


23

















 


Appendix 4           Router
Availability - Single CPE/ CE Router connection without ISDN Dial backup - 99 %
Service Level Commitment


 


Australia


Austria


Belgium


Brunei Darussalam


Czech Republic


Denmark


Finland


France


Germany


Gibraltar


Hong Kong


Ireland


Israel


Italy


Japan


Korea (Republic of)


Luxembourg


Malta


Monaco


Netherlands


New Zealand


Northern Mariana Islands


Norway


Portugal


Poland


Singapore


Spain and Canary Islands


Sweden


Switzerland


United Kingdom


 


24

















 


Appendix
5           Router Availability - Single CPE/CE Router
connection without ISDN Dial backup - 96 % Service Level Commitment


 


Armenia


China


Egypt


Estonia


Faroe Islands


Ghana


Guam


Hungary


Moldova (Republic of)


Namibia


Nepal


Romania


Russian Federation


Saudi Arabia


Senegal


Seychelles Islands


South Africa


Taiwan (Province of China)


Ukraine


Yugoslavia


 


25

















 


ATTACHMENT WF –

WORLDSPAN FORECAST


 


	
  Worldspan

  provided Location

  Forecast

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  
	
  Argentina

  	
   

  	
  30

  	
   

  	
  21

  	
   

  	
  21

  	
   

  	
  12

  	
   

  	
  10

  	
   

  
	
  Aruba

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  Australia

  	
   

  	
  3

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Austria

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Bahamas

  	
   

  	
  20

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Belgium

  	
   

  	
  37

  	
   

  	
  14

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  3

  	
   

  
	
  Brazil

  	
   

  	
  15

  	
   

  	
  3

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Canada

  	
   

  	
  98

  	
   

  	
  90

  	
   

  	
  82

  	
   

  	
  82

  	
   

  	
  82

  	
   

  
	
  Cayman
  Islands

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  China

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Czech

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Denmark

  	
   

  	
  38

  	
   

  	
  14

  	
   

  	
  6

  	
   

  	
  4

  	
   

  	
  4

  	
   

  
	
  Dominican
  Republic

  	
   

  	
  4

  	
   

  	
  4

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Egypt
  *

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  El
  Salvador

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Finland

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  France

  	
   

  	
  51

  	
   

  	
  15

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  
	
  Germany

  	
   

  	
  53

  	
   

  	
  14

  	
   

  	
  9

  	
   

  	
  9

  	
   

  	
  9

  	
   

  
	
  Greece

  	
   

  	
  159

  	
   

  	
  111

  	
   

  	
  63

  	
   

  	
  15

  	
   

  	
  5

  	
   

  
	
  Guam

  	
   

  	
  9

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Hong
  Kong

  	
   

  	
  5

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Hungary

  	
   

  	
  14

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  India

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Ireland

  	
   

  	
  137

  	
   

  	
  101

  	
   

  	
  65

  	
   

  	
  29

  	
   

  	
  17

  	
   

  
	
  Israel

  	
   

  	
  273

  	
   

  	
  165

  	
   

  	
  57

  	
   

  	
  10

  	
   

  	
  5

  	
   

  
	
  Italy

  	
   

  	
  102

  	
   

  	
  54

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  10

  	
   

  
	
  Jamaica

  	
   

  	
  14

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Japan

  	
   

  	
  105

  	
   

  	
  81

  	
   

  	
  57

  	
   

  	
  33

  	
   

  	
  9

  	
   

  
	
  Korea

  	
   

  	
  65

  	
   

  	
  41

  	
   

  	
  17

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Malta

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Marshall
  Islands

  	
   

  	
  2

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Morocco

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  N.
  Mariana Islands

  	
   

  	
  3

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Netherlands

  	
   

  	
  108

  	
   

  	
  60

  	
   

  	
  16

  	
   

  	
  10

  	
   

  	
  5

  	
   

  



 


1

















 


	
  Worldspan

  provided Location

  Forecast

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  
	
  Norway

  	
   

  	
  30

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  Peru

  	
   

  	
  10

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Poland

  	
   

  	
  33

  	
   

  	
  21

  	
   

  	
  9

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  Portugal

  	
   

  	
  5

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Puerto
  Rico

  	
   

  	
  5

  	
   

  	
  4

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Romania

  	
   

  	
  45

  	
   

  	
  33

  	
   

  	
  21

  	
   

  	
  9

  	
   

  	
  3

  	
   

  
	
  Saudi*

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  
	
  Singapore

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  South
  Africa*

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Spain

  	
   

  	
  21

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  Sweden

  	
   

  	
  51

  	
   

  	
  27

  	
   

  	
  11

  	
   

  	
  7

  	
   

  	
  3

  	
   

  
	
  Switzerland

  	
   

  	
  10

  	
   

  	
  6

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Turkey

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  UK

  	
   

  	
  589

  	
   

  	
  469

  	
   

  	
  349

  	
   

  	
  229

  	
   

  	
  109

  	
   

  
	
  Ukraine

  	
   

  	
  1

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Uruguay

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  Venezuela

  	
   

  	
  3

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  Western
  Samoa

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  Totals

  	
   

  	
  2185

  	
   

  	
  1403

  	
   

  	
  856

  	
   

  	
  529

  	
   

  	
  340

  	
   

  



 


Assumptions:


 


These numbers reflect year-end
forecasts.


Assume that ultimately only
20%* of the listed locations will require a dedicated Frame Relay solution.


The remaining locations
require low-cost xDSL or broadband solutions.


Egypt, Saudi Arabia and South
Africa numbers reflect the current number of circuits required to connect
in-country networks to Worldspan.


 












* As verbalised by WSL to SITA
(ATL Dec 2003).


 


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