Exhibit
10.46


 


WORLDSPAN
PARTICIPATING CARRIER AGREEMENT


 


THIS WORLDSPAN
Participating Carrier Agreement (“Agreement”) effective as of February 1, 1991,
between WORLDSPAN, L.P., a Delaware limited partnership, having its principal
place of business at Suite 2100, 300 Galleria Parkway, N.W., Atlanta, Georgia
30339 (“WORLDSPAN”) and the air carrier identified on the last page of this
Agreement (“Participating Carrier”).


 


WORLDSPAN provides
computerized reservation systems with related data processing facilities, PARS
and DATAS II, and is developing a new system for introduction in the future.


 


Participating Carrier
operates air transportation services.


 


The parties desire to
enter into an agreement and provide for the distribution of the services of
Participating Carrier through the WORLDSPAN System, and the provision of
Supplemental Services.


 


NOW, THEREFORE, in
consideration of the mutual agreements hereinafter set forth, WORLDSPAN and
Participating Carrier agree as follows:


 


ARTICLE
I.           DEFINITIONS


 


1.1.          The
capitalized terms used in this Agreement and any associated supplement or
addendum to this Agreement shall have the meanings described below:


 


ABACUS
shall mean ABACUS Distribution Systems, PTE, Ltd., a CRS authorized to sell and
service a WORLDSPAN System in IATA Traffic Conference 3.


 


ABACUS Carrier
shall mean any airline that directly, or through an Affiliate, owns an interest
in ABACUS.


 


AccessPLUS
shall mean a group of Supplemental Services providing premium connectivity
between the WORLDSPAN System and Participating Carrier’s system, including
Direct Access and Direct Sell, permitting WORLDSPAN Users to obtain data and
make bookings through the use of standard command entries.


 


ACH
shall mean Airlines Clearing House, Inc.


 


Affiliate
shall mean an entity controlled by, under the control of, or under common
control with an airline.


 


Affiliated CRS
shall mean a CRS that is owned or operated by Participating Carrier in whole or
in part, directly or indirectly, or is marketed, sold or installed by
Participating Carrier or any of its affiliates.


 

















 


AIRIMP
shall mean ATC/IATA Reservations Interline Message Procedures.


 


ARINC
shall mean Aeronautical Radio, Inc.


 


ATPCO
shall mean the Airline Tariff Publishing Company.


 


AVS
shall mean Availability Status Message.


 


Basic Participation
shall mean one of the levels of carrier-specified participation in the
WORLDSPAN System as defined in Article V.


 


Booking
shall mean an airline passenger segment created by (or secured to) a WORLDSPAN
User in the itinerary portion of the customer’s Passenger Name Record (PNR)
including, but not limited to, segments created using action codes or status
codes NN, SS, BK, HK, MK and/or GK for transportation: (i) on Participating
Carrier’s flights or (ii) Code Sharing Flights, made by (or secured to) a
WORLDSPAN User (less Cancellations made by the WORLDSPAN User prior to the date
of departure).  For example, one
passenger on a direct flight shall be counted as one Booking, one passenger on
a two-segment connecting flight shall be counted as two Bookings.  Multiple passengers within the same PNR
segment constitute multiple Bookings.


 


Cancellation
shall mean only those segments cancelled by a WORLDSPAN User through the
WORLDSPAN System in which the Booking was originally made.


 


Carrier Specific Display
shall mean an availability display generated by a WORLDSPAN System limited to
the flights of a single specified air carrier. 
When an on-line connection of the specified carrier does not exist,
interline connections including the specified carrier are displayed.


 


City Pair Record
shall mean a record of flight schedules between two cities, involving direct or
Connecting Service.


 


Code Sharing
shall mean an arrangement common to the airline industry whereby one carrier
operates services using the airline designator code of another carrier.


 


Code Sharing Flights
shall mean flights made by a carrier using the airline designator code of
Participating Carrier.


 


Commercial PARS
shall mean a user—friendly version of PARS primarily marketed to businesses (may
sometimes be referred to as “Corporate WORLD”).


 


Confidential Information
shall mean WORLDSPAN’s proprietary information, data, drawings, specifications,
documentation, manuals and plans, and other materials marked as “Confidential”,
“Sensitive” or “Proprietary”, except: (i) information known to Participating
Carrier prior to disclosure by WORLDSPAN, (ii) information developed by
Participating Carrier 


 


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independent of any confidential materials provided by
WORLDSPAN, or (iii) information which is widely known or publicly available in
the relevant trade or industry.


 


Connect Points
shall mean airports nominated by a Participating Carrier for use by the
WORLDSPAN System in constructing Connecting Services for a specific city pair.


 


Connecting Service
shall mean air services involving more than one flight segment.  Connecting Services shall be considered
multiple Bookings.


 


CRS
shall mean a computerized reservation system (sometimes called a global distribution
system) as used by travel agents and other non-airline personnel.  A CRS collects, stores, processes, displays
and distributes information concerning air and ground transportation, lodging
and other travel related goods and services and enables its subscribers
to:  (i) inquire about, reserve or
otherwise confirm the availability of such goods and services and/or (ii) issue
tickets to permit the purchase or use of such goods and services.


 


CRS Rules
shall mean rules and regulations established by governmental entities for the
operation of CRS’s, including those in effect in the United States, Canada and
the European Economic Community.


 


DATAS II
shall mean the CRS offered by WORLDSPAN under the trade name “DATAS II”.


 


Direct Access
shall mean the capability of WORLDSPAN Users to directly access Participating
Carrier’s system to obtain real time information pertaining to Participating
Carrier’s services.


 


Direct Reference System
(DRS) shall mean a static display contained in each WORLDSPAN
System which Participating Carrier uses to communicate information to WORLDSPAN
Users (sometimes referred to as “General Reference System” or “GRS”).


 


Direct Sell
shall mean the capability of WORLDSPAN Users to directly access Participating
Carrier’s system in real time mode to sell and decrement Participating
Carrier’s inventory prior to “end transaction” in the WORLDSPAN System.  Direct Sell participation also includes
Participating Carrier’s ability to generate a positive acknowledgment message,
including the Passenger Name Record (“PNR”) file address of Participating
Carrier’s system, to the WORLDSPAN User upon completion of successful filing of
the PNR in Participating Carrier’s System. 
(This service is not available for DATAS II.)


 


Display Parameters
shall mean one or more documents issued by WORLDSPAN containing the procedures
and methodology used by WORLDSPAN for loading, maintaining and displaying
schedules, fares, availability, etc., in the WORLDSPAN System, as amended by
WORLDSPAN from time to time.


 


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Home User
shall mean any person using Travelshopper or similar user friendly service
intended for consumer use offered by WORLDSPAN.


 


IATA
shall mean the International Air Transport Association.


 


OAG
shall mean Official Airline Guides, Inc.


 


PARS
shall mean the CRS offered by WORLDSPAN under the trade name “PARS”.


 


PNR
shall mean a passenger name record created in the WORLDSPAN System.


 


SIPP
shall mean Standard Interline Passenger Procedures.


 


Supplemental Services
shall mean any service or data offered by WORLDSPAN other than participation in
the WORLDSPAN System as provided in Article V, or the Additional Services, as
more fully described in Article VII herein. 
WORLDSPAN may make available additional Supplemental Services at any
time.


 


System Provider
shall mean a CRS that has a capability to print a Transportation Document in a
prescribed format and, where applicable, satisfies local technical requirements
for doing so.


 


Third Party System
shall mean any CRS or distribution system other than: (a) a CRS offered by
WORLDSPAN; (b) an Affiliated CRS; or (c) a CRS in which Participating Carrier
is hosted.


 


Transportation Document
shall mean a ticket, voucher or other document that entitles the named
passenger to transportation on the flight or flights of one or more airlines.


 


Travelshopper
shall mean a user-friendly version of PARS primarily marketed to individual
consumers through public data networks.


 


WORLDSPAN Carrier
shall mean: (i) any airline that directly or through an Affiliate of the
airline is a partner in WORLDSPAN; and (ii) any ABACUS Carrier.


 


WORLDSPAN User
shall mean a person or entity (other than an airline using a WORLDSPAN System
as its internal reservation system) which utilizes a WORLDSPAN System to make
reservations.


 


WORLDSPAN System
shall mean PARS, DATAS II and any CRS provided by WORLDSPAN in the future in
lieu of or in combination with PARS or DATAS II, regardless of the facilities
employed to permit access to such system.


 


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ARTICLE
II.          GENERAL
RESPONSIBILITIES OF PARTICIPATING CARRIER


 


2.1.          Participating
Carrier will at its own cost coordinate its reservations services with the
WORLDSPAN System to provide WORLDSPAN Users as advantageous, timely and uniform
services as Participating Carrier provides through any other CRS.  Such services shall include, but are not
limited to, passenger information, schedule data, interim schedule change data,
fare data, fare quotations, ticketing and procedural information.  Participating Carrier will provide WORLDSPAN
Users with any improvements, enhancements or functions related to Participating
Carrier’s reservation services as offered to users of any other CRS.  Notwithstanding the foregoing, Participating
Carrier’s obligations in this Article 2.1 shall not require it to provide
services for WORLDSPAN Users which cannot be provided due to technical
limitations in Participating Carrier’s system, so long as such technical
limitations also prevent Participating Carrier from providing the services for
the users of any Third Party System.


 


2.2.          Participating
Carrier will promptly provide WORLDSPAN with all revisions to its information
concerning services provided to passengers including, but not limited to,
interim schedule change data, fare data, fare quotations, ticketing and
procedural information and such other information that may be included in the
WORLDSPAN System.  Participating Carrier
will provide WORLDSPAN Users as advantageous, timely and uniform fares and fare
inventory classes as Participating Carrier provides through any other CRS.


 


2.3.          Participating
Carrier shall not close its flights to WORLDSPAN Users on a less favorable
basis than it uses to close flights to users of any Third Party System.  Participating Carrier will process all
WORLDSPAN message activity on a priority and current basis.  Unless otherwise agreed, Participating
Carrier will accept sales by WORLDSPAN Users to a maximum of four (4) seats per
transaction until receipt by WORLDSPAN of a flight/class/segment AVS closing
message.  Participating Carrier will use
the ARINC/SITA address “HDQRI1P” in addressing all AVS messages for PARS;
“HDQRIDL” for DATAS II; and/or such other address(es) as WORLDSPAN may specify
from time to time.


 


2.4.          Participating
Carrier shall ensure that its reservation system substantially complies with
the interline procedures and message format set forth in SIIP and AIRIMP and
any amendments thereto.  Participating
Carrier will establish a special reject queue at its teletype reject system in
which reservations made through the WORLDSPAN System that are not automatically
processed by Participating Carrier will be handled on a priority basis.  Participating Carrier will treat any
rejected messages originating from the WORLDSPAN System with the same speed,
care and priority given rejected messages from any other CRS.  Participating Carrier will review rejected
messages and cooperate with WORLDSPAN in the development of new approaches
where volume is justified.


 


2.5.          For
any passenger with a Transportation Document issued through the WORLDSPAN
System and bearing an “OK” status, Participating Carrier will accept such
passenger for travel, even if no record of the passenger’s reservation exists
in Participating Carrier’s system and denied boarding compensation might have
to be paid.


 


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2.6.          Participating
Carrier will not send unable to sell or unable to confirm (US/UC) messages on
any Booking more than twelve (12) hours following receipt by Participating
Carrier.


 


2.7.          For
all Transportation Documents and other documents (whether used, voided or
subsequently refunded) where Participating Carrier is the validating carrier,
Participating Carrier agrees that any credit or debit card authorization
obtained by or through WORLDSPAN will be treated by Participating Carrier as if
the authorization had been obtained directly by Participating Carrier.  WORLDSPAN shall exercise reasonable business
efforts to obtain such authorizations in accordance with the procedures
specified by Participating Carrier and by or on behalf of the credit or debit
card issuer.  Participating Carrier
shall provide WORLDSPAN with all information reasonably required to perform
this service including, but not limited to, the identity of the cards that may
be accepted, floor limits and any special instructions communicated by the
credit or debit card issuer to Participating Carrier.


 


2.8.          WORLDSPAN
may, at its discretion, magnetically encode Transportation Documents and other
documents validated on Participating Carrier. 
In the event that Participating Carrier desires to arrange for magnetic
coding of such documents, Participating Carrier acknowledges that it will be
obligated to pay WORLDSPAN its standard charge to be established from time to
time for such service.


 


2.9.          Participating
Carrier hereby grants ticketing authority through the WORLDSPAN System for its
transportation services to all WORLDSPAN Users worldwide who hold validation
authority, or who are authorized through whatever means to issue Transportation
Documents, (whether manually or automatically through any CRS) on its
behalf.  Participating Carrier
authorizes WORLDSPAN Users to automatically validate Transportation Documents
on its behalf in any territory where, at any time during the time of this
Agreement, Participating Carrier is or becomes a member of any neutral
ticketing scheme or program in which WORLDSPAN is directly or indirectly a
System Provider.  Participating Carrier
shall promptly execute all agreements or other authorizations specified by the
local neutral ticketing scheme or program which are necessary to implement,
effect or acknowledge such authority for WORLDSPAN and WORLDSPAN Users or as
reasonably requested by WORLDSPAN. 
Nothing in this Article 2.9, however, shall be construed to obligate
Participating Carrier to become a member of a local neutral ticketing scheme or
program.


 


2.10.        Participating Carrier agrees that it will not
discriminate against or disfavor in any manner whatsoever any WORLDSPAN User on
account of that User’s selection, possession or use of a WORLDSPAN System.


 


2.11.        Participating Carrier agrees promptly to pay
WORLDSPAN all amounts due pursuant to this Agreement, and all agreements,
supplements, addenda, schedules and exhibits now or hereafter completed
pursuant to this Agreement, without deduction, set-off or counterclaim.


 


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ARTICLE
III.         FARE
COMPUTATION


 


3.1.          WORLDSPAN
shall use reasonable efforts to obtain from industry suppliers the fares and
fare rules which apply to Participating Carrier’s flights.  If WORLDSPAN is unable to obtain such
information, then upon request from WORLDSPAN, or if the information is
inaccurate, incomplete or not timely delivered, Participating Carrier agrees
promptly to supply the information to WORLDSPAN.  Participating Carrier will provide the information on properly
formatted magnetic tape or other media and format mutually agreed upon by the
parties.  Any changes or revisions to such
fares or fare rules shall thereafter be timely submitted to WORLDSPAN by
Participating Carrier using the agreed upon medium and format.  Participating Carrier shall not discriminate
against or disfavor WORLDSPAN, as compared to any Third Party System, in the
timing, availability, delivery or any other matter associated with such fares
or fare rules.


 


3.2.          If
Participating Carrier elects to provide pricing assistance to any user of a
Third Party System in any country or territory, it will provide similar assistance
to all WORLDSPAN Users in that same country or territory.  Participating Carrier acknowledges that to
provide such pricing assistance to WORLDSPAN Users, Participating Carrier must
lease from WORLDSPAN, by separate agreement, the necessary equipment and
services to enable it to provide this pricing assistance.  Participating Carrier shall be solely
responsible for, and assumes all liability with respect to, the services and
fares provided by Participating Carrier pursuant to this Section 3.2.


 


ARTICLE
IV.         GENERAL
RESPONSIBILITIES OF WORLDSPAN


 


4.1.          WORLDSPAN
shall maintain, operate and provide the WORLDSPAN System in accordance with
applicable CRS Rules.  WORLDSPAN shall
provide Participating Carrier such services as agreed upon by the parties from
time to time during the term of this Agreement in accordance with such CRS
Rules and the Display Parameters then in effect.


 


4.2.          WORLDSPAN
will use reasonable business efforts to ensure that the WORLDSPAN System
complies with the interline reservations policies, procedures and message
formats set forth in SIPP and AIRIMP, and any amendments thereto.  WORLDSPAN shall process all Bookings created
by WORLDSPAN Users, and shall handle information relating to Participating
Carrier, with the same care and timeliness as information of all other
WORLDSPAN participating carriers and without regard to the identity of the
carrier.  WORLDSPAN will review rejected
messages and, where justified by volume, investigate methods of reducing such
rejected messages.


 


4.3.          With
regard to any display required by any applicable CRS Rules, WORLDSPAN will
display Participating Carrier’s flights, and shall load information and fares
on Participating Carrier’s flights, in the same manner and with the same
timeliness as with any other participating carrier’s flights.  However, WORLDSPAN reserves the right,
without waiver of any other right or remedy under this Agreement or otherwise,
to suspend its obligations under this Article IV at any time that any
Affiliated CRS fails to provide non-discriminatory display, 


 


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loading and distribution of the flights and services of, or otherwise
discriminates against, any WORLDSPAN Carrier.


 


4.4.          WORLDSPAN
shall provide, subject to any law, regulation, court order or contract
regarding the disclosure of information, reasonable information to
Participating Carrier to substantiate the charges to Participating Carrier
pursuant to this Agreement.  For billing
purposes, all Home Users shall be deemed to be a single location.


 


4.5.          WORLDSPAN
shall maintain one or more facilities for the purpose of responding to
Participating Carrier’s questions concerning the operation of, or any data
within, the WORLDSPAN System.


 


4.6.          WORLDSPAN
retains the right to enhance or modify, in whole or in part, the WORLDSPAN
System at its discretion. Any enhancement or modification of the WORLDSPAN
System will be offered to all WORLDSPAN participating carriers on a
non-discriminatory basis; provided, however, that technical, equipment or human
resource limitations may make it impractical or not feasible for WORLDSPAN to
implement an enhancement or modification at the same time for all participating
carriers.  In such case, WORLDSPAN will
determine the order of implementation in its sole discretion.  The foregoing shall include, but is not
limited to, the right of WORLDSPAN to migrate or include Participating Carrier,
other WORLDSPAN participating carriers and WORLDSPAN Users in any new WORLDSPAN
System.  Nothing herein shall be construed
to require WORLDSPAN to develop or utilize any CRS in addition to or in lieu of
either PARS or DATAS II.


 


4.7.          Participating
Carrier agrees that it will notify WORLDSPAN if Participating Carrier has
knowledge that any WORLDSPAN User is operating the WORLDSPAN System in an
improper fashion such as, but not limited to, making speculative bookings in
anticipation of demand, making false bookings, or making passive bookings when
no corresponding reservation has been made in Participating Carrier’s system.  Upon receipt of such notice and confirmation
of the matters described therein, or if WORLDSPAN discovers such improper use
independent of information supplied by Participating Carrier, WORLDSPAN agrees
that it will take such action as it deems reasonably necessary to correct the
improper use of the WORLDSPAN System by the identified WORLDSPAN User.


 


ARTICLE
V.          PARTICIPATION
OPTIONS AND CHARGES


 


5.1.          WORLDSPAN
currently provides the following levels of participation.  Participating Carrier may, at its discretion,
select the desired level of participation by initialing the appropriate
selection below.  All charges are stated
in United States dollars.  Failure to
indicate the preferred level of participation will be deemed to constitute
selection of “Full Services” participation pursuant to Article 5.1.(a):


 


	
  (a)  o                     Full  Services.  Full Services includes flight schedules with flight
  availability display, fares and fare rules, booking services and ticketing
  capability for Participating Carrier flights.  At the Full Services level, Participating Carrier shall 

  



 


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  provide availability
  according to Article 5.2, and must be able to send and receive electronic
  availability and reservations messages to/from the WORLDSPAN System.  The charge for Full Services participation
  is $2.00 per Booking.

  
	
   

  	
   

  	
   

  
	
  (b)  ý                     AccessPLUS-Direct
  Access.  In addition to Full
  Services participation, Participating Carrier flights will be available
  through Direct Access according to the AccessPLUS Addendum to this
  Agreement.  The charge for Direct
  Access participation is $2.25 per Booking arising out of Direct Access.

  
	
   

  	
   

  	
   

  
	
  (c)  o                     AccessPLUS-Direct Sell.  (Currently available through PARS
  only.)  In addition to Full Services
  participation and Direct Access participation, Participating Carrier flights
  will be available through Direct Sell according to the AccessPLUS Addendum to
  this Agreement.  The charge for Direct
  Sell participation is $2.25 per Booking arising out of Direct Sell.

  
	
   

  	
   

  	
   

  
	
  (d)  o                     Partial  Services.  Participating Carrier receives all of the services described
  under Full Services, excluding flight availability.  Participating Carrier must be able to send and receive electronic
  reservation messages to/from the WORLDSPAN System.  The charge for Partial Services participation is $1.50 per
  Booking.

  
	
   

  	
   

  	
   

  
	
  (e)  o                     Minimal  Services. (currently available through
  PARS only.) Minimal Services includes Participating Carrier’s schedule
  display, fares and, fare rules display and ticketing capability.  The charge for Minimal Services
  participation is $1.00 for each “HK”, “MK” or similar segment booked through
  PARS on the services of Participating Carrier, multiplied by the number of
  passengers included in each segment so’ booked.

  



 


5.2.          If
Participating Carrier elects to participate at the Full Services level,
Participating Carrier must also designate below its preferred  availability exchange option.  Please designate whether Option (i) or
Option (ii) is elected:


 


	
  ý
  Option (i):

  	
   

  	
  All segment availability status changes on all
  flights.

  
	
   

  	
   

  	
   

  
	
  o
  Option (ii):

  	
   

  	
  First closing message on all flights.

  



 


(a)           Upon not less than
thirty (30) days’ advance written notice, Participating Carrier may switch
between Options (i) and (ii).


 


(b)           Under Option (i),
status codes CR, CC, CN, CS and CL will cause a Segment/Class/Date to be
closed, in accordance with SIPP 105.200 and/or AIRIMP 4.  Status code AS will reopen the
Segment/Class/Date.


 


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(c)           Under Option (ii),
status codes CR, CC, CN, CS and CL will cause a Flight/Class/Date to be on
request in DATAS II.  In PARS, status
codes CR, CL, CN and CL will be processed as set forth in AIRIMP 4.4.1.  Status code AS will reopen the flight in
both PARS and DATAS II.


 


(d)           With regard to DATAS II
only, limit sales AVS messages as defined in SIPP 105.200 and/or AIRIMP 4 will
cause the segment or flight to be closed as set forth under Option (i) and
Option (ii).


 


(e)           With regard to PARS
only, under Option (i), limit sales status codes LL, LR, LC and LA may be sent
to control sales between two specified points, without affecting sales into,
within, through or beyond these points. 
Subsequent AVS Messages with CL, CC or CN will override LL, LR, LC and
LA.


 


(f)            WORLDSPAN will store
availability status for Participating Carrier in the WORLDSPAN System in
accordance with either SIPP Resolutions 105.195/105.200 or IATA Resolution
766.(23), IATA Recommended Practice 1771 and AIRIMP 4.


 


(g)           WORLDSPAN will display
availability for a period of 332 days into the future.


 


(h)           Participating Carrier
acknowledges that the provisions of this Article 5.2 contemplate availability
status exchange for the benefit of both WORLDSPAN and WORLDSPAN Carriers
(except the ABACUS Carriers).


 


5.3.          WORLDSPAN
currently accepts schedule information from OAG only.  WORLDSPAN agrees to notify Participating Carrier at such time as
it shall, in its discretion, agree to accept schedule information from any
other source or sources.


 


5.4.          Participating
Carrier acknowledges that its agreement to participate in the WORLDSPAN System
according to this Agreement includes participation in any WORLDSPAN System
provided to Home Users; provided, however, Participating Carrier may elect that
it not be included in the WORLDSPAN System provided to Home Users upon
satisfaction of the following conditions:


 


(a)           Participating Carrier
provides not less than ninety (90) days’ prior written notice of its election
not to participate in the WORLDSPAN System as then provided to Home Users;


 


(b)           Participating Carrier
has withdrawn, or contemporaneously withdraws, from participation in any other
user friendly system or service intended for consumer use; and


 


(c)           Participating Carrier
pays WORLDSPAN its then prevailing charge for the removal of Participating
Carrier from the WORLDSPAN System as provided to Home Users.


 


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5.5.          At
any time after the effective date of this Agreement, WORLDSPAN may modify any
charge set forth in this Agreement upon not less than thirty (30) days’ prior
written notice to Participating Carrier. 
The right of WORLDSPAN to modify the charges as set forth in this
Agreement shall include, but shall not be limited to: (a) the right to modify the
charge on a country by country basis so that charges for Bookings generated by
WORLDSPAN Users in one country may not equal the charges for Bookings generated
by WORLDSPAN Users in other countries; or (b) the right to calculate charges
for services based upon units of measure other than “Booking” as herein
defined, such as, but not limited to, computer data processing time,
communications charges, or other measures. 
In the event that Participating Carrier does not agree to pay such
modified charge, it may terminate this Agreement by giving written notice to
WORLDSPAN at least ten (10) days prior to the effective date of such
modification.


 


ARTICLE
VI.         SUPPLEMENTAL
SERVICES


 


6.1.          Participating
Carrier may elect at any time to participate in any Supplemental Services then
offered by WORLDSPAN.  Unless otherwise
specifically provided in any addendum or amendment to this Agreement concerning
such service, all terms and conditions of this Agreement will apply to the
Supplemental Services selected by Participating Carrier.  Fees for Supplemental Services are subject
to change upon not less than thirty (30) days’ prior written notice from
WORLDSPAN.  In the event that
Participating Carrier does not agree to pay any such changed fee, it may
terminate such Supplemental Service, by giving written notice to WORLDSPAN at
least ten (10) days prior to the effective date of the changed fee.  WORLDSPAN reserves the right to enhance,
modify, amend or delete any Supplemental Services at its discretion.


 


ARTICLE
VII.       ADDITIONAL  SERVICES


 


7.1.          WORLDSPAN
reserves the right to separately charge for any service which it currently
provides without separate charge including, but not limited to: credit card
authorizations for Transportation Documents, solicitation of Participating
Carrier’s direct ticketing outlets as ticketing options for Home User bookings
involving participating carriers; Bookings created from a Carrier Specific
Display; or creation or generation of Transportation Documents.  The services which Participating Carrier
receives without separate charge from time to time shall be referred to as
“Additional Services”.  In the event
that WORLDSPAN decides to separately charge for any Additional Service,
WORLDSPAN shall give not less than sixty (60) days’ prior written notice to
Participating Carrier of its decision to charge for such service.  If Participating Carrier elects not to
participate in such Additional Services, Participating Carrier shall notify
WORLDSPAN at least ten (10) days prior to the effective date of the separate
charge for such Additional Service, and WORLDSPAN shall have no obligation to
provide such Additional Service to Participating Carrier after such effective
date.


 


7.2.          Any
charge for any Additional Service hereinafter imposed may be modified by
WORLDSPAN at its discretion on not less than thirty (30) days’ prior written
notice.  In the event that Participating
Carrier elects in its sole discretion that it does not desire to pay such
modified charge, then Participating Carrier shall notify WORLDSPAN of such
election 


 


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at least ten (10) days prior to the effective date of such
modification, and WORLDSPAN shall not be obligated to provide such Additional
Service to Participating Carrier after such effective date.


 


ARTICLE
VIII.      TERM


 


8.1.          This
Agreement shall commence on February 1, 1991 and shall continue in effect until
terminated as provided herein or until terminated by either party on not less
than thirty (30) days’ prior written notice.


 


8.2.          If
Participating Carrier fails to timely make any payment required pursuant to
this Agreement and such failure continues for five (5) business days after
written notice by WORLDSPAN, WORLDSPAN may, in its sole discretion, suspend
services to Participating Carrier in whole or in part or terminate this
Agreement in its entirety.


 


8.3.          In
the event of any other breach of this Agreement by Participating Carrier,
WORLDSPAN may terminate this Agreement without further liability upon fifteen
(15) days’ prior written notice to Participating Carrier; provided, however,
Participating Carrier shall have said fifteen (15) day period to cure such
breach.


 


8.4.          If
either party petitions for relief under the Bankruptcy Act of the United
States, or if voluntary bankruptcy proceedings are instituted by a party under
any federal, state or foreign insolvency laws, or if such a proceeding is
imminent, or if it is adjudged bankrupt, or if it makes any assignment for the
benefit of its creditors of all or substantially all of its assets; or if an
involuntary petition is filed or execution issued against it and not dismissed
or satisfied within thirty (30) days; or if its interest hereunder passes by
operation of law to any other person, except in case of merger or acquisition,
the other party may, at its option, terminate this Agreement by written notice;
provided, however, that all monies owed hereunder prior to the date of
termination shall be immediately due and payable.


 


8.5.          Termination
of the Agreement or of any Supplemental Service as provided in the Agreement or
any Addendum-Supplemental Service does not relieve either party of obligations
arising prior to the effective date of termination.


 


ARTICLE
IX.        TAXES


 


9.1.          In
addition to any other charges set forth herein, Participating Carrier shall pay
to WORLDSPAN all, license fees, sales, use, excise, franchise, personal
property, real property or other taxes and any and all domestic and foreign
duties or import, export or license fees, whatsoever designated, now or
hereafter imposed by any federal, state, or local taxing authority or any
foreign government or agency thereof, arising out of or in connection with this
Agreement including, but not limited to, Participating Carrier’s use of the
WORLDSPAN System at its offices.  In no event
shall Participating Carrier be obligated to pay any tax payable on the net
income of WORLDSPAN.


 


12

















 


ARTICLE
X.          PAYMENT


 


10.1.        WORLDSPAN (or a WORLDSPAN Carrier acting on
behalf of WORLDSPAN) shall invoice Participating Carrier each month covering
all charges incurred during the previous month.  Participating Carrier agrees to pay WORLDSPAN all amounts due
pursuant to this Agreement.  Subject to
Article 10.5 below, Bookings will be invoiced in the month following the
creation of the Booking, subject to credit for Cancellations during such
month.  Each invoice, except as
otherwise provided herein, shall be paid through the applicable ACH or IATA
clearinghouse.  All invoices shall be
paid in U.S. dollars. Participating Carrier agrees to execute and deliver any
documents reasonably requested by WORLDSPAN, ACH or IATA regarding the
settlement of funds as provided herein.


 


10.2.        In the event that WORLDSPAN elects to suspend
services to Participating Carrier pursuant to this Agreement, then WORLDSPAN may,
at its discretion, as a condition to reestablishment of the suspended service,
require Participating Carrier to deliver to WORLDSPAN a cash deposit, or an
irrevocable letter of credit or surety bond issued by a financial institution
or surety acceptable to WORLDSPAN, in an amount deemed necessary by WORLDSPAN
to secure an estimated two (2) months of charges pursuant to this Agreement.


 


10.3.        Participating Carrier agrees to pay for all
Bookings made by WORLDSPAN Users on any of its Code Sharing Flights.  WORLDSPAN reserves the right to require any
of Participating Carrier’s Code Sharing carriers to execute a separate
agreement with WORLDSPAN to guarantee payment of the charges for Bookings on
Code Sharing Flights.


 


10.4.        In the event that Participating Carrier
believes that any amount charged to it by WORLDSPAN pursuant to this Agreement
is inaccurate, then Participating Carrier shall provide WORLDSPAN with written
notice within six (6) months of the date of the disputed WORLDSPAN invoice.  Such written notice shall include
Participating Carrier’s explanation or reason for dispute, and agrees to pay
any portion of the invoice that it does not dispute.  Such rejection will be processed by WORLDSPAN through the ACH or
IATA clearing house, as appropriate, not later than six (6) months following
receipt of Participating Carrier’s notice of dispute, in accordance with the
appropriate manual of procedure unless otherwise agreed by both parties.  Final settlement of disputed amounts will be
resolved by prompt negotiations between WORLDSPAN and Participating Carrier,
and resulting payments, if any, will be made outside the clearing house within
ten (10) days following receipt of a supplemental invoice.  Failure to advise WORLDSPAN of any dispute
within six (6) months of the date of the invoice shall constitute a waiver by
Participating Carrier of any alleged inaccuracy.


 


10.5.        Participating Carrier acknowledges and agrees
that, notwithstanding the foregoing, fees for Bookings through DATAS II are
currently invoiced following the month of departure of the flight and that
Bookings through PARS are invoiced following the month that the Booking is
created.  WORLDSPAN intends to change
the time that DATAS II Bookings are invoiced and will provide Participating
Carrier reasonable notice prior to implementing such change.


 


13

















 


10.6.        In the event that Participating Carrier is not
a member of either ACH or IATA or is denied the ability to pay WORLDSPAN
amounts due pursuant to this Agreement through either the ACH clearing house or
the IATA clearing house, then, and only then, WORLDSPAN shall invoice
Participating Carrier and Participating Carrier shall pay WORLDSPAN as follows:


 


WORLDSPAN shall invoice
to Participating Carrier following the end of the month in which charges become
payable, which invoice shall be paid directly to WORLDSPAN within thirty (30)
days after receipt.  Any payment not
received by WORLDSPAN within such thirty (30) day period shall accrue interest
at the rate of 1% per month or the highest amount permitted by law, whichever
is less.  Participating Carrier will pay
WORLDSPAN a deposit in an amount equal to the average estimated charges under
this Agreement during a two month period, which WORLDSPAN may apply against any
amount due WORLDSPAN under the Agreement that is not timely paid by
Participating Carrier.  WORLDSPAN will
refund to Participating Carrier the unused portion of the deposit upon
termination of the Agreement. 
Participating Carrier may not elect to apply the deposit to any
obligation in lieu of any payment due under the Agreement.  All payments shall be made in U.S. dollars.


 


ARTICLE
XI.        FORCE
MAJEURE


 


11.1.        Except for Participating Carrier’s obligation
to make payments hereunder, neither party will be deemed in default of this
Agreement as a result of a failure to perform its obligations caused by acts of
God or governmental authority, strikes or labor disputes, fires, acts of war,
failure of third party suppliers, or for any other cause beyond the control of
the party.  WORLDSPAN shall not be
liable to Participating Carrier, nor deemed to be in default of this Agreement,
on account of any delays, errors, malfunctions or breakdowns with respect to
the WORLDSPAN System, equipment, data or services provided hereunder, unless
such delay, error, malfunction or breakdown results solely from the gross
negligence or willful misconduct of WORLDSPAN.


 


ARTICLE
XII.       INDEMNIFICATION


 


12.1.        Participating Carrier shall defend, indemnify
and hold harmless WORLDSPAN, its partners, affiliates, officers, directors,
employees and agents from and against all liabilities, suits, costs, damages
and claims (including litigation costs, expenses and reasonable attorneys’
fees) which may be suffered by, accrued against, charged to or recoverable from
WORLDSPAN, its partners, affiliates, officers, directors, employees or agents
by reason of or in connection with Participating Carrier’s performance or
failure to perform, or improper performance of any of its obligations under this
Agreement.


 


14

















 


12.2.        WORLDSPAN DISCLAIMS AND PARTICIPATING CARRIER
HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
INTENDED USE, OR ANY LIABILITY IN NEGLIGENCE, TORT, STRICT LIABILITY OR
OTHERWISE, WITH RESPECT TO THE EQUIPMENT, DATA OR SERVICES FURNISHED
HEREUNDER.  PARTICIPATING CARRIER AGREES
THAT WORLDSPAN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO,
LOSS OF AIRLINE TRANSPORTATION REVENUES, EVEN IF ADVISED OF THE RISK OF SUCH
DAMAGES IN ADVANCE.


 


ARTICLE
XIII.      CONFIDENTIAL
INFORMATION AND SOFTWARE


 


13.1.        Confidential Information supplied by WORLDSPAN
to Participating Carrier pursuant to this Agreement is for the exclusive use of
Participating Carrier and shall not be disclosed or made available to any other
person, firm, corporation or governmental entity in any form or manner
whatsoever; provided, however, that in the event Confidential Information is
subpoenaed or otherwise requested or demanded by any court or governmental
authority, Participating Carrier shall give written notice to WORLDSPAN prior
to furnishing the same and shall exercise its best efforts, in cooperation with
WORLDSPAN, to quash or limit such request, demand and/or subpoena.  Participating Carrier’s obligations include
treating Confidential Information with at least the concern and protective
measures accorded any trade secrets and confidential materials of Participating
Carrier.  Nothing herein shall be
construed to require the disclosure of Confidential Information to
Participating Carrier, or to require Participating Carrier to accept Confidential
Information.


 


13.2.        As between WORLDSPAN and Participating Carrier,
title and full and complete ownership rights to all software utilized by
WORLDSPAN in the performance of this Agreement shall remain with
WORLDSPAN.  Participating Carrier agrees
that WORLDSPAN owned, licensed or developed software is WORLDSPAN’s or a third
party’s trade secret and proprietary information, regardless of whether any
portion thereof is or may be validly copyrighted or patented.  Any software provided to Participating
Carrier is provided by license only. 
Participating Carrier’s license is non-exclusive, non-transferrable and
is limited to the right to use such software during the term of this Agreement
only according to guidelines established by WORLDSPAN from time to time.  Such software shall be utilized by
Participating Carrier only in accordance with this Agreement and shall not be
copied, duplicated, reproduced, manufactured or disclosed in any form or by any
media to any other person or party. 
Participating Carrier agrees to abide by any terms imposed by any third
party that has directly or indirectly licensed Participating Carrier to use
software pursuant to this Agreement. 
Upon termination of this Agreement, Participating Carrier shall
immediately return to WORLDSPAN any software provided by WORLDSPAN.  Nothing herein shall be construed to require
WORLDSPAN to deliver any software to Participating Carrier, or to require
Participating Carrier to accept such software.


 


15

















 


ARTICLE
XIV.      NO ASSIGNMENT


 


14.1.        Participating Carrier shall not sell, assign,
license, franchise, sublicense or otherwise convey this Agreement or the
services herein provided to any third party without WORLDSPAN’s prior written
consent.


 


ARTICLE
XV.       DISPUTE
RESOLUTION


 


15.1.        This Agreement shall be governed by, construed
and enforced according to the laws of the State of Georgia and of the United
States of America, without regard to its conflict of laws and rules.  Each party hereby consents to the
non-exclusive jurisdiction of the courts of the State of Georgia and United
States Federal Courts located in Georgia to resolve any dispute arising out of
this Agreement.


 


ARTICLE
XVI.      NO WAIVER


 


16.1.        No waiver of any breach of any provision of this
Agreement by either party shall constitute a waiver of any subsequent breach of
the same or any other provisions hereof, and no waiver shall be effective
unless made in writing.


 


ARTICLE
XVII.    NOTICES


 


17.1.        All notices, requests, demands or other communications
hereunder shall be in writing, hand delivered, sent by mail, overnight mail,
facsimile or teletype and shall be deemed to have been given when received at
the following addresses:


 


 


If to WORLDSPAN:


 


 


WORLDSPAN, L.P.


7310 Tiffany Springs
Parkway


Kansas City, MO 64153


U.S.A.


Teletype:  HDQAS1P


Facsimile:  816/891-6170


ATTN:  Director-Airline and Assoc. Sales


 


16

















 


with a copy to:


 


WORLDSPAN, L.P.


Suite 2100


300 Galleria Parkway,
N.W.


Atlanta, Georgia 30339


U.S.A.


Teletype:  ATLMS1P


Facsimile:  404/916-7878


ATTN:  Legal Department


 


If to Participating Carrier:


 


 


Continental Airlines


1301 Fannin Suite 800


Houston, TX 77002


 


Teletype:  HDQXZCO


Facsimile:  713-751-4500


ATTN:  Mary Henderson


 


Any notice provided by
facsimile or teletype which is received after 4:00 p.m. local time shall be
deemed received the following business day. 
A party may change its address for notice on not less than ten (10)
days’ prior written notice to the other party.


 


ARTICLE XVIII.       MISCELLANEOUS


 


18.1.        Nothing in this Agreement is intended to or
shall be construed to create or establish an agency, partnership, or joint
venture relationship between the parties hereto.


 


18.2.        Participating Carrier shall not make any use of
WORLDSPAN’s corporate name, logo, trademarks or servicemarks and any and all
advertising materials of any nature whatsoever or any and all statements
whether oral or written, expressed or implied, regarding any product or
services offered by Participating Carrier which in any manner concern or refer
to such name, logos, trademarks or servicemarks including, but not limited to,
“WORLDSPAN”, PARS” and “DATAS II”, will first be provided to WORLDSPAN in
writing and are subject to WORLDSPAN’s prior written consent.


 


18.3.        Headings used in this Agreement have been
inserted as a matter of convenience only and in no way define, limit or enlarge
the scope of this Agreement or any of its provisions.


 


17

















 


18.4.        In the event that any material provision of
this Agreement is determined to be invalid, unenforceable or illegal, then such
provision shall be deemed to be superseded and the Agreement modified with a
provision which most nearly corresponds to the intent of the parties and is
valid, enforceable and legal.


 


18.5.        This Agreement constitutes the final and
complete understanding and agreement between the parties concerning the subject
matter hereof.  Any prior agreements,
understandings or communications written or otherwise are deemed superseded by
this Agreement.  This Agreement may be
modified only by a further writing executed by the parties hereto.


 


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


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Airlines

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/

  	
  John Nelson

  	
   

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
   

  	
  John Nelson

  	
  Richard A. Lee

  
	
  Title:

  	
   

  	
  Vice President - Marketing

  	
  Director-Airline and

  
	
   

  	
   

  	
   

  	
  Associate Sales

  
							



 


18

















 


WORLDSPAN


 


Amendment to the Worldspan Participating Carrier Agreement


Automated Reissues


 


THIS
Automated Reissues Amendment to the Worldspan Participating Carrier Agreement
dated the 18 of June, 2001 (“Amendment”), is by and between Worldspan, L.P.,
located at 300 Galleria, Parkway, NW, Atlanta, Georgia, 30339 (“Worldspan”) and
Participating Carrier identified below (hereinafter referred to as
“Participating Carrier”).


 


WHEREAS,
Worldspan and Participating Carrier entered into the
Worldspan Participating Carrier Agreement dated
        
of                               
            (the
“Agreement”) and wish to amend such Agreement as described herein;


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.     Worldspan agrees to provide
Worldspan Users with functionality to compare a Participating Carriers’ old
itinerary to a new itinerary and recalculate the new fare including additional
collections, refunds, penalties and administrative fees, hereinafter referred
to as “Automated Reissues”.


 


2.     Worldspan and Participating
Carrier acknowledge and agree that for Automated Reissues to apply (i) the
itinerary must be on the same carrier, (ii) electronic ticket itineraries must
be issued in the 1P partition, (iii) the itinerary must be priced and re-priced
in United States of America currency, and (iv) only non-BSP types of exchanges
are applicable.


 


3.     Worldspan and Participating
Carrier acknowledge and agree that Automated Reissues may not be used for the
following itineraries (i) a group PNR, (ii) a PNR with ten (10) or more
passengers, (iii) tickets issued using bulk fares or print routines, (iv)
tickets issued with fare printed as free, (v) electronic tickets printed to
paper, and (vi) BSP types of exchanges.


 


4.     Worldspan reserves the right
to assess separate fees for the services provided in this Amendment, provided
Worldspan gives thirty - (30) days’ prior written notice to Participating
Carrier.


 


5.     Participating Carrier
acknowledges and agrees that no debit memos shall be issued to Worldspan Users
in connection with Automated Reissues provided all requirements as described in
this Amendment have been fulfilled.


 


6.     Either party may elect to
terminate this Amendment without further obligation upon thirty- (30) days’
prior written notice to the other party.


 

















 


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


 


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


 


 


	
   

  	
  PARTICIPATING CARRIER

  	
   

  	
  Worldspan, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    Continental Airlines

  	
   

  	
   

  
	
   

  	
  (Participating Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
      /s/ James Compan

  	
   

  	
  /s/ Scott Anderson

  
	
   

  	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  James Compan

  	
   

  	
    Scott Anderson

  
	
   

  	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
     SR VP Pricing & RM

  	
   

  	
      Manager - The Americas

  
	
   

  	
  (Title)

  	
   

  	
   

  



 


2

















 


WORLDSPAN


 


ADDENDUM - SUPPLEMENTAL SERVICES


Ticket to Confirm


 


THIS
Addendum is by and between Worldspan, L.P. (“Worldspan”) and the Participating
Carrier identified below.


 


Worldspan and Participating Carrier have entered into
a Worldspan Participating Carrier Agreement (the “Agreement”).


 


Worldspan has developed a procedure for Participating
Carrier to add a Purchase Commitment and cancellation of Expired Time Limit
space to Passenger Name Records (“PNRs”) created by Worldspan Users for
Participating Carrier’s flights.


 


Participating Carrier wishes to use Ticket to Confirm.


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.             DEFINITIONS


 


Ticket to Confirm shall mean a
requirement that a Purchase Commitment (stored fare) be present for each
segment in the Passenger Name Record (PNR) belonging to the Participating
Carrier prior to allowing End Transaction.


 


Purchase Commitment shall mean a
stored fare for each segment in the PNR belonging to Participating Carrier.


 


Expired Time Limit shall mean the
expiration of the most restrictive of advance purchase restrictions, sales
restrictions, or discontinue dates as defined in the fare rules associated to
the Purchase Commitment.


 


2.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.            Should Participating
Carrier elect to exempt specific Subscriber Identifications (SIDs) and/or IATA
numbers from having to have a Purchase Commitment for the Participating
Carrier’s space, or specific flight numbers from having to have a Purchase
Commitment, Participating, Carrier shall list all exemptions in Attachment A
attached hereto.


 


B.            Participating Carrier
shall be solely responsible for updating all information in their database in
order to exempt Worldspan Users and/or specific flight numbers from having to
have a Purchase Commitment.


 

















 


C.            Participating Carrier
shall be responsible for transmitting OSITK/SSRTK messages to Worldspan when
Participating Carrier tickets a Worldspan controlled or created PNR.


 


D.            Participating Carrier
shall have access via a Worldspan co-host terminal or GO! SOLO to the Worldspan
System and their Worldspan assigned queues.


 


E.             Participating Carrier
shall provide specific procedures to Worldspan on how to reinstate space to
Worldspan User’s should space be canceled in error.


 


F.             Participating Carrier
shall have a procedure in place to Rate Desk Price requested Worldspan PNRs and
return the PNRs to Worldspan Users in advance of the Expired Time Limit.
Participating Carrier shall list said procedure in Worldspan GRS.


 


3.             RESPONSIBILITIES
OF Worldspan


 


A.            Worldspan shall create
a new System entry to be used on PNRs that must be priced by a Third Party
location (either Participating Carrier or Worldspan User). This entry will set
the initial ticket time limit for the PNR at “three (3) days” defined as 72
hours if the departure date is greater than three (3) days defines as 72 hours
away or “today” if the departure date is within three (3) days defined as 72
hours of the current date.


 


B.            Worldspan will create
a ticketing time limit field in agency controlled PNRs as well as provide a new
PNR search parameter to locate PNRs with a specific or range of ticketing time
limit dates.


 


C.            Worldspan shall create
a new pricing/ticketing parameter that allows agents to designate the exclusion
of instant purchase fares.


 


D.            Worldspan shall cancel
Participating Carrier space in agency controlled PNRs when the ticketing time
limit has expired and the PNR has not been ticketed.


 


E.             Worldspan shall
advise Participating Carrier of those PNRs that have had space canceled due to
the Expired Time Limit.


 


F.             Worldspan shall only
cancel space on Participating Carrier that subscribes to Ticket to Confirm
product. Should a PNR contain space on Participating Carrier as well as another
Participating Carrier that does not subscribe to this product, only the space
on Participating Carrier that subscribes to Ticket to Confirm shall be
canceled.


 


2

















 


G.            Worldspan shall set up
a database for Participating Carrier within five (5) business days of receipt
of contract addendum in order to exempt any Worldspan Users from the Ticket to
Confirm product.


 


H.            Worldspan shall be
responsible for defining the pricing entries that will be treated as the
Purchase Commitment as well as maintaining the validity of the Purchase
Commitment to the actual itinerary throughout the life of the PNR until
ticketing occurs.


 


I.              Worldspan shall be
responsible for informing Participating Carrier of any enhancements and/or
modifications to the Ticket to Confirm product.


 


3

















 


4.             TRANSMISSION
EFFECTIVE DATE


 


Indicate when Participating Carrier will be ready to
begin Ticket to Confirm:


 


Participating Carrier is able to accept Ticket to
Confirm effective (date): to be determined


 


5.             FEES


 


A.            Worldspan reserves the
right to assess separate fees for the services provided in this Addendum.


 


B.            Worldspan shall charge
Participating Carrier the current fee for each segment that is automatically
canceled by Worldspan as a result of an Expired Time Limit as defined in the
Worldspan Participating Carrier Agreement.


 


6.             TERM


 


This Addendum shall become effective on the date set
forth below and shall continue in effect for a minimum of twelve (12) months.
Thereafter it shall continue until terminated by either party upon not less
than thirty (30) days’ prior written notice to the other. Notwithstanding the
foregoing, in no event shall this Addendum remain in effect beyond the
termination date of the Agreement.


 


7.             NO OTHER AMENDMENT


 


Except as provided herein, all terms and conditions of
the Agreement shall remain in fill force and effect.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Addendum
to be executed by their duly authorized undersigned representatives as of
November 15, 2001 .


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  Worldspan,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
      /s/ Amos Khim

  	
   

  	
  By: 

  	
    /s/ Scott Anderson

  
	
   

  	
      (Signature)

  	
   

  	
   

  	
    (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
    Amos Khim

  	
   

  	
  Scott
  Anderson

  
	
  (Name)

  	
   

  	
  Manager
  - The Americas

  
	
   

  	
   

  	
   

  	
  Airline Sales and Marketing

  
	
   

  	
   

  	
   

  	
   

  
	
    Senior Manager
  Distribution Planning

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  
						



 


4

















 


ATTACHMENT A


 


Participating Carrier elects to exempt the following Worldspan
Subscriber Identifications (SUDs) from the Ticket to Confirm product:


 


 


 


 


 


 


 


Participating Carrier elects to exempt the following flight numbers
from the Ticket to Confirm Product:


 


 


 


 


 


 


 


5

















 


WORLDSPAN


 


ADDENDUM - SUPPLEMENTAL SERVICES

GO! RES


 


	
  Main
  Customer Number: 

  	
  168143

  



 


THIS Addendum
is by and between Worldspan, L.P. (“Worldspan”) and the Participating Carrier
identified below.


 


Worldspan and Participating Carrier have entered into
a Warldspan Participating Carrier Agreement (the “Agreement”).


 


Worldspan has developed GO! Res as a dial-in product
offered to Participating Carrier for use by Participating Carrier to access the
Worldspan System by way of a personal computer with a modem and telephone line.


 


Participating Carrier desires to use GO! Res as
specified below.


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.             DEFINITIONS


 


GO! RES shall be defined as a
product developed for the single user-owned PC location requiring dial-in
access to the Worldspan System via an Internet Service Provider (“ISP”). After
the Internet connection is completed, the user will connect to the established
Universal Resource Locator (“URL”) which in turn will connect to the Worldspan
Web browser within the GO! Res Web server. A terminal emulator is combined
within the browser.


 


2.             GO! RES
FUNCTIONALITY


 


Participating Carrier will utilize the GO! Res product
as a means to access the WorldSpan System in order to maintain Global Reference
System (GRS) pages, maintain and update airline schedules, reviewing Passenger
Name Records where air space has been booked on Participating Carrier and
review Participating Carrier airline fares as booked through the Worldspan
System.


 


3.             TRANSMISSION
EFFECTIVE DATE


 


Indicate when Participating Carrier will be ready to
accept GO! Res:


 


ý            Participating Carrier
is able to accept GO! Res effective (date):   ASAP


 


1

















 


o            Participating
Carrier will send a teletype message to HDQAS1P advising Worldspan of the date
Participating Carrier is able to accept GO! Res.


 


4.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.            Participating Carrier
shall be responsible for acquiring equipment with the following minimum
requirements for optimal use of the GO! Res product:


 


•      Pentium
166 M.Hz processor or higher


•      17”monitor


•      800x600
screen resolution


•      l6mbRA.M


•      2mb
Video RAM


•      28.8K
modem minimum / 56K recommended


•      10mb
- 20mb recommended free disk space


 


B.            Participating Carrier
shall be responsible for using equipment that has a Windows 95/98/NT operating
system and operates ONLY with the Microsoft Internet Explorer 4.0 (or higher)
browser.


 


C.            Participating Carrier
shall be responsible for proper use of Internet functions and Worldspan
functionality.


 


5.             RESPONSIBILITIES
OF Worldspan


 


A.            Worldspan will create
within Seven (7) business days a unique User ID and Password for Participating
Carrier arid establish a user identification number and password for Participating
Carrier.


 


B.            Worldspan shall
provide assistance to Participating Carrier for use of the GO! Res product
however Worldspan shall not provide technical assistance for Internet related
functionality or equipment.


 


C.            Worldspan reserves the
right to modify or change the GO! Res product at any time including but not
limited to the right to modify or change GO! Res based upon industry standards
or trends.


 


D.            Worldspan shall
provide Participating Carrier with a unique URL to access GO! Res via the
Participating Carrier’s designated ISP which is maintained by Participating
Carrier.


 


6.             USE OF THE
INTERNET


 


A.            Participating Carrier
acknowledges that the views and comments expressed by Participating Carrier in
electronic communications sent via Worldspan and the Internet do not reflect
any review, approval or endorsement by Worldspan.


 


2

















 


B.            Participating Carrier
shall be responsible for viruses downloaded from the Internet or e-mail
attachments and accepts all responsibility and expenses related to reloading
Worldspan software.


 


C.            Worldspan reserves the
right to access Participating Carrier’s mailbox or other features to resolve
problems, system errors or service-related problems.


 


D.            Participating Carrier
may not subvert, compromise, or otherwise interfere with the operations or
security of any communications network, the Worldspan computing facility, or
any other computing facility. Participating Carrier may not attempt or assist
others to perform or attempt any of the foregoing actions. Participating
Carrier agrees to cooperate with Worldspan in investigating and prosecuting any
security breaches that affect or threaten Worldspan security.


 


E.             Participating Carrier
shall implement, maintain, and adapt appropriate security measures in
accordance with technological development and changing security needs.
Appropriate security measures may include (without limitation) establishing a
computer network security policy, preventing unauthorized access to computer
systems, implementing administrative security controls, installing firewalls,
protecting computer resources from insider abuse, providing a single point of
contact for responses to security incidents, and monitoring the effectiveness
of computer network security.


 


F.             Participating Carrier
acknowledges that Worldspan does not provide for e-mail encryption (public and
private keys) or virus detection, and is not responsible for risks inherent in
transmitting information via e-mail. Failure of Participating Carrier to
utilize encryption for sensitive http traffic or virus detection software
may result in undetected infection of e-mail or the circumvention of security
compliance. Participating Carrier shall be responsible for utilizing
appropriate administration procedures to ensure that IDs of terminated
employees are removed from the system and only authorized users are given
e-mail addresses.


 


7.             FEES


 


Participating Carrier agrees to pay Worldspan a
monthly fee of USD$ 100.00 per access for GO! Res.


 


8.             TERM


 


This Addendum shall become effective on the date set
forth below.  Thereafter it shall
continue until terminated by either party upon not less than thirty (30) days’
prior written notice to the other. 
Notwithstanding the foregoing, in no event shall this Addendum remain in
effect beyond the termination date of the Agreement.


 


3

















 


9.             NO OTHER AMENDMENT


 


Except as provided herein, all terms and conditions of
the Agreement shall remain in full force and effect.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Addendum to be
executed by their duly authorized undersigned representatives as of March 21,
2002.


 


	
   

  	
  PARTICIPATING
  CARRIER

  	
   

  	
  Worldspan,
  L. P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
    Continental Airlines, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
  (Carrier Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Amos Khim

  	
   

  	
  By:

  	
     /s/ Scott Anderson

  	
   

  
	
   

  	
   

  	
    (Signature)

  	
   

  	
   

  	
    (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
     Amos
  Khim

  	
   

  	
  Scott
  Anderson

  	
   

  
	
   

  	
  (Name)

  	
   

  	
  Manager
  - The Americas

  	
   

  
	
   

  	
   

  	
   

  	
  Airline
  Sales and Marketing

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
     Sr.
  Manager.  Distribution Planning

  	
   

  	
   

  	
   

  
	
   

  	
  (Title)

  	
   

  	
   

  	
   

  



 


4

















 


ADDENDUM-SUPPLEMENTAL
SERVICES


ACCESSPLUS


 


THIS Addendum is by and between WORLDSPAN, L. P.
(“WORLDSPAN”) and the Participating Carrier identified below.


 


WORLDSPAN and Participating Carrier have entered into
a WORLDSPAN Participating Carrier Agreement (the “Agreement”)


 


WORLDSPAN desires to provide and Participating Carrier
desires to participate in AccessPLUS.


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.     ACCESSPLUS
OPTIONS AND CHARGES


 


WORLDSPAN provides four (4) levels of AccessPLUS
participation to Participating Carriers that participate at the Full Services
Level: WORLDSPAN Direct Response, Direct Access, Direct Sell, and AIRLINE
SOURCE, including the functionality described herein. Participating Carrier may
select any of the four (4) levels of participation by initialing the
appropriate choice below; provided, however, that Direct Sell can be chosen
only if Participating Carrier is also a Direct Access participant, and AIRLINE
SOURCE can be chosen only if Participating Carrier is also a Direct Sell
participant. Please initial indicating the level at which you choose to
participate:


 


o    WORLDSPAN Direct Response
(WORLDSPAN only).


Bookings on Participating Carrier flights will be
acknowledged to WORLDSPAN Users through Direct Response according to this
Addendum. The charge for Direct Response participation is $2.51 per Booking for
Bookings generated by WORLDSPAN Users located in Traffic Conference 1, and
$3.01 per Booking for Bookings generated by WORLDSPAN Users located in Traffic
Conferences 2 and 3 arising out of Direct Response.


 


ý    WORLDSPAN Direct Access
(WORLDSPAN and WORLDSPAN DATAS II).


Participating Carrier flights will be available
through Direct Access according to this Addendum. The charge for Direct Access
participation is $2.68 per Booking for Bookings generated by WORLDSPAN Users
located in Traffic Conference 1, and $3.18 per Booking for Bookings generated
by WORLDSPAN Users located in Traffic Conferences 2 and 3 arising out of Direct
Access.


 


1

















 


ý    WORLDSPAN Direct Sell
(WORLDSPAN only).


Bookings on Participating Carrier flights will be made
through Direct Sell according to this Addendum.  The charge for Direct Sell participation is $2.68 per Booking for
Bookings generated by WORLDSPAN Users located in Traffic Conference 1, and
$3.18 per Booking for Bookings generated by WORLDSPAN Users located in Traffic
Conferences 2 and 3 arising out of Direct Sell.


 


WORLDSPAN offers two versions of AIRLINE SOURCE
participation (WORLDSPAN only).  The
versions are described below.  Please
initial indicating the version at which you choose to participate.


 


ý    WORLDSPAN AIRLINE SOURCE (ALS)
- Version one (1).


Participating Carrier’s flight availability will be
displayed directly from Participating Carrier’s system to WORLDSPAN Users
through ALS functionality according to this Addendum. With each inquiry,
WORLDSPAN will provide Participating Carrier the identity and location of the
WORLDSPAN User, origination and destination points, requested departure date
and any trip constructed with one or more of Participating Carrier’s designated
ALS flight segments. The charge for ALS Version one (1) participation is $2.88
per Booking for Direct Sell Bookings generated by WORLDSPAN Users located in
Traffic Conference 1, and $3.38 per Booking for Direct Sell Bookings generated
by WORLDS PAN Users located in Traffic Conferences 2 and 3 arising out of AIRLINE
SOURCE.


 


o    WORLDSPAN AIRLINE SOURCE (ALS)
- Version two (2).


Participating Carrier’s flight availability will be
displayed directly from Participating Carrier’s system to WORLDSPAN Users
through ALS functionality according to this Addendum. With each inquiry,
WORLDSPAN will provide Participating Carrier with the date, board and off point
of the specific Participating Carrier flight(s) being requested and which
Participating Carrier has designated as ALS flight segments. The charge for ALS
Version two (2) participation is $2.83 per Booking for Direct Sell Bookings
generated by WORLDSPAN Users located in Traffic Conference 1, and $3.33 per
Booking for Direct Sell Bookings generated by WORLDSPAN Users located in
Traffic Conferences 2 and 3 arising out of AIRLINE SOURCE.


 


2.     RESPONSIBILITIES OF
PARTICIPATING CARRIER


 


A.            Participating Carrier,
at its sole cost and expense, agrees to permit WORLDSPAN Users to access
information from Participating Carrier’s system through AccessPLUS, except
Direct Response.  This includes, but is
not limited to: (i) the schedule and availability display used by Participating
Carrier’s reservations personnel; and (ii) functions of Participating Carrier’s
system listed in Schedule A of this Addendum.


 


2

















 


B.            If applicable,
Participating Carrier agrees to allow installation of a direct and dedicated
communications line between the WORLDSPAN System and Participating Carrier’s
system for Direct Access, Direct Sell and/or ALS. Participating Carrier and
WORLDSPAN shall share equally the charges for said communications line.  Additionally, Participating Carrier agrees
to acquire the appropriate hardware for use with Participating Carrier’s system
to facilitate the operation of said communications line.  Such hardware shall be provided by WORLDSPAN
to Participating Carrier at WORLDSPAN’s prevailing rates and terms. Selection
and ordering of the hardware and the direct and dedicated communications line shall
be as mutually agreed upon by the parties. The mutual agreement may include the
decision to use a comparable link via SITA.


 


C.            If Participating
Carrier participates in Direct Sell, Participating Carrier agrees upon receipt
of the Direct Sell Booking message where the inventory requested is available,
to respond indicating inventory is decremented from Participating Carrier’s
system prior to “end transaction”.  If
the inventory is not available, Participating Carrier will immediately generate
an unable to sell message and the WORLDSPAN Users may waitlist such unavailable
segments when the waitlist is open.


 


D.            If Participating
Carrier participates in Direct Response, Participating Carrier agrees to send a
positive acknowledgment message, including the PNR record locator of
Participating Carrier’s system, upon receipt of a WORLDSPAN User’s booking
message.


 


E.             If Participating
Carrier participates in ALS, Participating Carrier agrees to send a response to
an Inquiry within two (2) seconds of receipt of such Inquiry from the WORLDSPAN
System.  The response must contain the
flight status, classes of service and number of seats to be displayed to the
WORLDSPAN User making such request. Participating Carrier agrees that it will
return the booking classes in descending order of accepted airline values,
e.g., First Class, Business Class, Coach Class, etc. Participating Carrier
agrees it will display the same seat counts and class of service with respect
to identical, contemporaneous ALS and Direct Access requests by a WORLDSPAN
User from one location.


 


F.             If Participating
Carrier participates in ALS, Participating Carrier agrees that it will respond
to ALS messages from WORLDSPAN as quickly and accurately as it responds to
similar inquiries from any other CRS. 
The information regularly maintained in the internal Database will be
displayed if the communication line to the Participating Carrier is inoperative
or if the response is not received within two (2) seconds.


 


G.            If Participating
Carrier participates in ALS and Participating Carrier consistently does not
respond to Inquiries within two (2) seconds, Participating Carrier shall use
its best efforts to correct the condition or deficiency causing such delay.


 


3

















 


H.            Participating Carrier
who participates in Direct Access, Direct Sell and/or ALS will arrange for the
processing of all WORLDSPAN User AccessPLUS booking messages on a priority and
current basis and as quickly as it processes similar messages from any other
CRS. All AccessPLUS booked segments received by Participating Carrier’s system
from WORLDSPAN (including those appended with the unique action codes “LK” and
“DK”) will be automatically accepted and confirmed and no “US” or “UC” message
will be generated.


 


I.              In those cases when
the communications line for Direct Access, Direct Sell and/or ALS between the
WORLDSPAN System and Participating Carrier’s system is inoperable, booking
messages will be rerouted via the facilities of ARINC or S1TA, as mutually
agreed upon. In such cases, when an “LK” “DK” or “SS” booking cannot be
electronically accepted by Participating Carrier’s inbound teletype message
processing facility for automatic processing, or when an “LK”, “DK” or “SS”
booking cannot be electronically accepted by Participating Carrier’s system via
the communications line, Participating Carrier will accept passenger(s) for
transportation on the same basis as though a reservation has been created and
seat inventory adjusted even though over booking may result therefrom and
denied boarding compensation may be required, provided however, the foregoing
is applicable only if: (i) the passenger’s ticket bears an “OK” status or (ii)
Participating Carrier has not returned the booking to either WORLDSPAN or the
original WORLDSPAN User within twelve (12) hours of the message transmission
from the WORLDSPAN System; provided further, however, sub-clause (ii) shall not
apply to “LK” or “DK” bookings.


 


Should Participating Carrier’s inbound message
processing facility be unable to recognize and accept “LK” and/or “DK”
bookings, for Direct Access, Direct Sell and/or ALS, Participating Carrier
shall, at its sole cost and expense, modify said inbound message processing
facility to recognize and accept “LK” and/or “DK” bookings no later than ninety
(90) days after the date of this Addendum.


 


J.             Participating Carrier
shall provide help desk and such other technical support as may be reasonably
necessary to serve WORLDSPAN Users.


 


K.            Participating Carrier
agrees to give WORLDSPAN at least ninety (90) days prior written notice of any
changes to Participating Carrier’s system which may affect the AccessPLUS
capability including, but not limited to, common language translation. Should
changes to Participating Carrier’s programs require changes to AccessPLUS,
Participating Carrier agrees to reimburse WORLDSPAN for the cost of such
changes at WORLDSPAN’s then prevailing rates.


 


L.             Participating Carrier
shall establish and operate its AccessPLUS connection for Direct Access, Direct
Sell and/or ALS as defined in WORLDSPAN’s applicable technical/functional
documentation, including support of WORLDSPAN’s communications protocol as
mutually agreed upon.


 


4

















 


M.           Participating Carrier
shall complete the technical/functional documentation appropriate to the level
of AccessPLUS participation selected and return it to WORLDSPAN within thirty
(30) days of the date of this Addendum.


 


3.     RESPONSIBILITIES OF
WORLDSPAN


 


A.            WORLDSPAN shall
provide Participating Carrier with appropriate technical/functional
specifications for the selected level(s) of AccessPLUS participation.


 


B.            WORLDSPAN shall
maintain and operate AccessPLUS, and shall cooperate with Participating Carrier
in resolving any problems in the maintenance of the applicable communications
lines between the WORLDSPAN System(s) and Participating Carrier’s system.


 


C.            WORLDSPAN will provide
WORLDSPAN Users with direct inquiry capability using ALS or Direct Access, as
appropriate, into Participating Carrier’s system to obtain real time information
and system generated inquiries by means of AccessPLUS.


 


For markets served by Participating Carrier, such
schedule, availability, fare and flight information (as displayed in
Participating Carrier’s system) will be provided to WORLDSPAN Users through
Direct Access via common language translations where possible, subject to
constraints and processing limitations of Participating Carrier’s system.
However, in markets not served by Participating Carrier, the WORLDSPAN User
will be advised that Participating Carrier does not provide service in the
requested market.


 


D.            All PNR’s will be
created, stored and modified in the WORLDSPAN System for transmission to
Participating Carrier pursuant to industry standards and as further set forth
herein.


 


E.             If Participating
Carrier participates in ALS, WORLDSPAN will display Participating Carrier
flight availability provided through ALS as a part of any display which
includes Participating Carrier flights to WORLDSPAN Users. WORLDSPAN will
combine the information taken from its Internal Database with the information
provided by Participating Carrier through ALS and display it to the WORLDSPAN
User.


 


F.             WORLDSPAN Users will
be able to confirm reservations up to the number of seats. reflected in the
Participating Carrier’s system availability display when creating the PNR in
the WORLDSPAN System, with the exception of Direct Response.


 


5

















 


G.            If Participating
Carrier participates in Direct Access, Direct Sell, and/or ALS, an indicator
for Direct Access, Direct Sell or ALS will be included in all displays from
WORLDSPAN containing Participating Carrier’s flight availability to designate
Participating Carrier as an AccessPLUS participant.


 


4.     JOINT TERMS AND CONDITIONS


 


A.            In the event that
either Participating Carrier or WORLDSPAN experiences a system problem beyond
its reasonable control, or a scheduled system outage, then either party shall
have the right to temporarily inhibit AccessPLUS during the period of time that
such problem or scheduled outage exists. 
If the outage is a scheduled Participating Carrier system outage, then
Participating Carrier shall notify WORLDSPAN as early in advance as possible.


 


B.            Each party agrees to
devote resources sufficient to complete the programming necessary to implement
AccessPLUS and will use its best efforts to implement AccessPLUS as indicated
on Schedule B.  Except as otherwise
expressly provided herein, each party shall be responsible for its costs
incurred as a result of this Addendum. Participating Carrier acknowledges that
reservation agents of the WORLDS PAN Carriers may access Direct Access
information pursuant to this Addendum.


 


C.            In the event that the
WORLDSPAN System or Participating Carrier’s system reaches capacity limits,
Participating Carrier and WORLDSPAN will implement agreed upon mechanisms
and/or other procedures reasonably necessary to stabilize such system.


 


D.            In the event there is
a delay in any Participating Carrier response to any Inquiry resulting from
problems in the data communications line between the WORLDSPAN System and
Participating Carrier’s system, then WORLDSPAN and Participating Carrier will
confer and implement mutually agreed modifications for the purpose of improving
said communication line to ensure WORLDSPAN Users receive timely responses
applicable to the agreed to AccessPLUS level.


 


E.             If Participating
Carrier participates in ALS, each month WORLDSPAN and Participating Carrier
shall make available to the other, at no additional charge, documentation to
ensure the AIRLINE SOURCE/Direct Sell program is operating at a level mutually
acceptable to both parties.  These
reports shall include sufficient data to allow each party to review number of
messages send/received, time-outs, average response time and circuit
utilization.  These reports shall also
include the same information for the peak day within the month.


 


6

















 


5.     FEES


 


Participating Carrier shall pay WORLDSPAN’s charges
for AccessPLUS as established according to the Agreement from time to time and
in the manner provided in the Agreement.


 


WORLDSPAN will not charge ALS Participants the Direct
Response charge for Bookings that result from the malfunction or failure of the
Direct Sell communications link.


 


Participating Carrier will be charged at the Full
Services rate for any Booking that, due to the two character action code input
by the WORLDSPAN User, does not result in a message to Participating Carrier’s
system.


 


6.     TERM


 


This Addendum shall become effective on the date set
forth below, and shall continue in effect for a minimum of twelve (12)
months.  Thereafter, it shall continue
until terminated by either party on not less than thirty (30) days prior written
notice.  The foregoing notwithstanding,
WORLDSPAN may terminate this Addendum at any time with respect to a WORLDSPAN
System if it elects to terminate the AccessPLUS option for all carriers in that
WORLDSPAN System. In no event shall this Addendum remain in effect beyond the
termination date of the Agreement.


 


7.     NO OTHER AMENDMENT


 


Except as provided herein, all terms and conditions of
the Agreement shall remain in full force and effect.  This Addendum shall supersede any prior Addendum - Supplemental
Services - AccessPLUS.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Addendum
to be executed by their duly authorized undersigned representatives as of March
1, 1994.


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Airlines

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ William Brunger

  	
   

  	
  /s/ Richard A. Lee

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  William Brunger

  	
   

  	
  Richard
  A. Lee

  	
   

  
	
  (Name)

  	
   

  	
  Director

  	
   

  
	
  Vice President - Revenue Management

  	
   

  	
  Airline
  Industry Marketing

  	
   

  
	
  (Title)

  	
   

  	
   

  	
   

  



 


7

















 


ACCESSPLUS ADDENDUM - DEFINITIONS


 


EXHIBIT A


 


The following definitions are from Article 1, Definitions, of the
WORLDSPAN Participating Carrier Agreement for the convenience of the parties:


 


AccessPLUS shall mean a group of
Supplemental Services providing premium connectivity between the WORLDSPAN
System and Participating Carrier’s system, including Direct Response, Direct
Access, Direct Sell, and AIRLINE SOURCE permitting WORLDSPAN Users to obtain
data and make bookings through the use of standard command entries.


 


Inquiry shall mean the availability
request message to Participating Carrier generated when a WORLDSPAN User
requests. flight availability involving one or more Participating Carrier
flights that have been designated for AIRLINE SOURCE by a participating
carrier.


 


Internal Database shall mean the
database normally maintained by WORLDSPAN including participating carriers
schedules, flight class, and flight status information.


 


WORLDSPAN AIRLINE SOURCE shall mean
the capability of the WORLDSPAN System to communicate with Participating
Carrier’s system in a real time mode each time a WORLDSPAN User requests an
availability display involving a Participating Carrier flight, and provide a
transparent response to such User based on information provided from
Participating Carrier’s system. 
(AIRLINE SOURCE is not available for WORLDSPAN DATAS II.)


 


WORLDSPAN Direct Access shall mean
the capability of WORLDSPAN Users to directly access Participating Carrier’s
System to obtain real time information pertaining to Participating Carrier’s
services.


 


WORLDSPAN Direct Response shall mean
the capability of Participating Carrier to directly respond to WORLDSPAN Users’
teletype Bookings.  The Participating
Carrier’s PNIR File Address (Record Locator) is requested and upon receipt of
same, WORLDSPAN appends an indicator to the appropriate segment line in the
WORLDSPAN PNR itinerary field and stores the Participating Carrier’s PNR File
Address in the WORLDSPAN PNR for display by the user.  (Direct Response is not available for WORLDSPAN DATAS II.)


 


WORLDSPAN Direct Sell shall mean the
capability of WORLDSPAN Users to directly access Participating Carrier’s System
in real time mode to sell and decrement Participating Carrier’s inventory prior
to Passenger Name Record (PNR) “end transaction” in the WORLDSPAN System.
Direct Sell participation also includes Participating Carrier’s ability to
generate a positive acknowledgment message, including the file address of
Participating Carrier’s system, to the WORLDSPAN User upon completion of
successful filing of the PNR in Participating Carrier’s system. (Direct Sell is
not available for WORLDSPAN DATAS II.)


 


8

















 


SCHEDULE A


 


ACCESSPLUS FEATURES


 


WORLDSPAN Direct Response


 


1.             PNR
File Address return upon receipt of teletype Booking


 


WORLDSPAN Direct Access


 


1.             Schedules


2.             Availability


3.             Scroll
Capability


4.             Flight
Information


5.             Fares


6.             Fare
Rules


7.             Reference
System (DRS/GRS)


8.             Seat
Maps


9.             Last
Seat Availability


10.           PNR
Display


 


WORLDSPAN Direct Sell


 


All Direct Response and Direct Access features are included, in
addition to:


 


1.             Real-time
decrement of inventory


•  Manual segment sell


•  Sell from availability


2.             Positive
Acknowledgment


 


WORLDSPAN AIRLINE SOURCE


 


All Direct Sell Features are included, in addition to:


 


1.             Real-lime
availability responses from Participating Carrier system.


2.             Identity
and location of the WORLDSPAN User (Version 1).


3.             Origin and
destination points of availability request and any trip constructed with one or
more of Participating Carrier’s designated ALS flight segments (Version 1).


4.             Date, board and off
point of specific Participating Carrier flight(s) requested and designated by
Participating Carrier as ALS flight segments.


 


9

















 


SCHEDULE B


IMPLEMENTATION SCHEDULE


 


1.             Upon execution and
return of the AccessPLUS Addendum including this implementation schedule, a
specifications document and questionnaire will be sent to Participating
Carrier.  WORLDSPAN will contact
Participating Carrier to ensure receipt of the document and schedule a
technical meeting.  The specifications
document and questionnaire must be reviewed, completed and returned within
thirty (30) days of receipt.


 


PLEASE COMPLETE:


 


Participating Carrier Specifications Document Contact:


 


	
  Name: 

  	
  Bill Spilman

  
	
  Address: 

  	
  EDS

  
	
   

  	
  2120 Park Place

  
	
   

  	
  El Segundo, CA 90245

  
	
   

  	
  Phone: 310-335-7229

  
	
  Fax: 

  	
  310-335-7169

  
	
  Teletype: 

  	
  LAXSDCO

  



 


Return completed document specifications to:


 


Manager - AccessPLUS


CRS and Airline Development


WORLDSPAN


300 Galleria Parkway, N.W. Suite 1600


Atlanta, Georgia 30339  USA


 


	
  Phone:

  	
  404-563-6988

  
	
  Fax:

  	
  404-563-7016

  
	
  Teletype:

  	
  DPCIS1P Project Manager - AccessPLUS

  



 


2.             Upon receipt of the
completed specifications document, WORLDSPAN will furnish an agenda to
Participating Carrier and finalize any outstanding issues.


 


3.             Both parties agree to
write this project’s specifications and obtain their respective system
evaluations within 45 days of the technical meeting.


 


4.             Once the evaluations
are received, a subsequent meeting or conference call will be scheduled within
fourteen (14) days of the writing of the specifications, to discuss time
estimates and establish actual hands-on programming scheduling.  At this time, an implementation date will be
established.


 


10

















 


WORLDSPAN


 


SCHEDULE D


DEVELOPMENT AND IMPLEMENTATION


 


This Schedule D to the Worldspan Addendum - Supplemental Services
ACCESSPLUS (“Schedule D”), is made and effective the 30th day of October,
2000.  This Schedule D
applies only to the development and implementation of the products selected
below.


 


A.            DEFINITIONS


Unless otherwise indicated, capitalized terms herein
shall have the meanings set forth in the Agreement and the Worldspan
Addendum-Supplemental Services AccessPLUS (“Addendum”).  In addition, for the purposes of Schedule D,
the following capitalized terms shall have the meanings described below:


 


Clone
shall mean that Participating Carrier will use functionality previously
developed and implemented by Worldspan for another carrier hosted in the system
that hosts Participating Carrier.


 


Complete Booking Record
shall mean the functionality that allows Worldspan to generate all air segments
in the PNR to Participating Carrier via teletype when a Worldspan Subscriber
“ends transaction” provided that at least one of the flight segments contains
Participating Carrier’s designated airline code.


 


Direct Access
Availability Conversion to EDIFACT shall mean the conversion
of the Direct Access availability messages between Worldspan and Participating
Carrier from terminal emulation to EDIFACT.


 


Direct Sell Conversion to
EDIFACT shall mean the conversion of the Direct Sell messages
between Worldspan and Participating Carrier from terminal emulation to EDIFACT.


 


EDIFACT
shall mean Electronic Data Interchange For Administration, Commerce and
Transport and shall refer to those message standards as approved by ATA/IATA
Passenger and Airport Data Interchange Standards (PADIS).


 


EDIFACT Version Upgrade
shall mean the conversion of an existing application that uses EDIFACT message
standards to an enhanced version of EDIFACT as approved by ATA/IATA PADIS.


 


Full
shall mean that Worldspan has not previously developed and implemented the
functionality for any carrier hosted in Participating Carrier’s system.


 

















 


Interactive Frequent
Traveler Name and Number Verification shall mean the
capability of Worldspan Users to directly access Participating Carrier’s system
in real time mode to verify a passenger’s participation in Participating
Carrier’s frequent traveler program prior to “end transaction” in the Worldspan
System.  Interactive Frequent Traveler
Name and Number Verification includes Participating Carrier’s ability to
generate a reply message in real time mode indicating whether or not a
passenger’s name and frequent traveler number match in the Participating
Carrier’s system.


 


Interactive Seat
Selection shall mean the capability of Worldspan Users to
directly access Participating Carrier’s system in real time mode to reserve a
specific seat and decrement Participating Carrier’s seat inventory prior to
“end transaction” in the Worldspan System. 
Interactive Seat Assignment includes Participating Carrier’s ability to
generate a reply message with the specific seat assignment to the Worldspan
User in real time mode.


 


Interactive Waitlist
shall mean the capability of Worldspan Users to directly access Participating
Carrier’s system in real time mode to place a passenger’s name on the waitlist
of a Participating Carrier’s flight prior to “end transaction” in the Worldspan
System. Interactive Waitlist includes Participating Carrier’s ability to
generate a reply message in real time mode indicating whether or not the
passenger has been waitlisted.


 


Journey Data
shall mean the air segments in the PNR itinerary field at the time a Worldspan
User generates an AccessPLUS message. 
Journey Data may be included in the following interactive messages to
Participating Carrier’s system: Direct Access Availability via EDIFACT
(“Journey Data DIA”); Direct Sell (“Journey Data D/S”); AIRLINE SOURCE
(“Journey Data A/S”).


 


Married Segment Logic
shall mean the capability of a Participating Carrier to designate two or more
air segments in an itinerary as a marriage.


 


Point Of Sale
shall mean that part of a message from the Worldspan System that identifies
information about the Worldspan User, including, but not limited to, the
IATA/ARC/ERSP number or pseudo-IATA number, Subscriber Identification (SID) and
country code.


 


Selective Polling
shall mean that the Worldspan System will only communicate with Participating
Carrier’s system using AIRLINE SOURCE functionality when a Worldspan User
requests an availability display involving flights specified by Participating
Carrier.  Availability displays that do
not meet the Selective Polling criteria shall display Participating Carrier
flight availability based on the Availability Status (AVS) messages transmitted
to the Worldspan System by Participating Carrier.


 

















 


B.            PRE-REQUISITES


 


In addition to
other pre-requisites that may exist, the following pre-requisites apply:


 


1.             Direct
Sell requires participation in Direct Access.


2.             AIRLINE
SOURCE requires participation in Direct Sell.


3.             Complete Booking
Record, Journey Data A/S, Journey Data D/S, Journey Data D/A, Married Segment
Logic, and Selective Polling require participation in AIRLINE SOURCE.


4.             Interactive Waitlist,
Interactive Frequent Traveler Name and Number Verification, and Interactive
Seat Selection require participation in Direct Sell.


 


C.            DEVELOPMENT
AND IMPLEMENTATION FEES


 


1.             Participating Carrier
shall pay a one-time development and implementation fee per product as selected
below. Participating Carrier shall pay 50% of the development and
implementation fee for the product selected below upon execution of this
Schedule D by both parties and the remaining 50% shall be due and payable upon
project completion. In the event that development and implementation exceeds
the maximum hours allocated for that product, then Worldspan reserves the right
to charge Participating Carrier, and Participating Carrier agrees to pay, for
the cost of any additional hours at the rate of Ninety-one Dollars ($91.00) per
hour, which shall be due and payable upon project completion: provided,
however, that Worldspan shall provide Participating Carrier with written notice
when it reaches the total allocated hours which notice shall include a good
faith estimate of the total additional hours required to develop and implement
the selected product an in no event shall the number of additional hours exceed
10% of the allocated hours.


 

















 


2.             Participating Carrier
requests the development and implementation of the products indicated by
initials:


 


	
  Product

  	
   

  	
  Development
  and 

  Implementation 

  Fee

  	
   

  	
  Allocated

  Hours

  	
   

  
	
  o
  Direct Response

  	
   

  	
  none

  	
   

  	
  n/a

  	
   

  
	
  o
  Direct Access - Clone

  	
   

  	
  $

  	
  31,500.00

  	
   

  	
  450

  	
   

  
	
  o
  Direct Access - Full

  	
   

  	
  $

  	
  59,500.00

  	
   

  	
  850

  	
   

  
	
  o
  Direct Access Availability Conversion to

  	
   

  	
  $

  	
  41,000.00

  	
   

  	
  450

  	
   

  
	
  o
  EDIFACT - Clone

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o
  Direct Access Availability Conversion to

  	
   

  	
  $

  	
  81,900.00

  	
   

  	
  900

  	
   

  
	
      EDIFACT
  - full

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o
  Direct Sell - Clone

  	
   

  	
  $

  	
  31,500.00

  	
   

  	
  450

  	
   

  
	
  o
  Direct Sell - Full

  	
   

  	
  $

  	
  56,000.00

  	
   

  	
  800

  	
   

  
	
  o
  Direct Sell Conversion to EDIFACT

  	
   

  	
  $

  	
  72,800.00

  	
   

  	
  800

  	
   

  
	
  o
  AIRLINE SOURCE - Clone

  	
   

  	
  $

  	
  38,500.00

  	
   

  	
  550

  	
   

  
	
  o
  AIRLINE SOURCE - Full

  	
   

  	
  $

  	
  63,000.00

  	
   

  	
  900

  	
   

  
	
  o
  Married Segment Logic

  	
   

  	
  $

  	
  50,100.00

  	
   

  	
  550

  	
   

  
	
  ý
  Selective Polling

  	
   

  	
  $

  	
  17,000.00

  	
   

  	
  200

  	
   

  
	
  o
  Complete Booking Record

  	
   

  	
  $

  	
  63,700.00

  	
   

  	
  700

  	
   

  
	
  o
  Journey Data A/S, D/S, D/A

  	
   

  	
  $

  	
  27,300.00

  	
   

  	
  300

  	
   

  
	
  o
  Interactive Waitlist

  	
   

  	
  $

  	
  11,800.00

  	
   

  	
  130

  	
   

  
	
  o
  Point of Sale

  	
   

  	
  $

  	
  11,800.00

  	
   

  	
  130

  	
   

  
	
  o
  Interactive Seat Selection - Clone

  	
   

  	
  $

  	
  41,000.00

  	
   

  	
  450

  	
   

  
	
  o
  Interactive Seat Selection - Full

  	
   

  	
  $

  	
  72,800.00

  	
   

  	
  800

  	
   

  
	
  o
  EDIFACT Version Upgrade

  	
   

  	
  $

  	
  31,900.00

  	
   

  	
  350

  	
   

  



 


3.             Participating Carrier
shall pay fees for the development and implementation of additional products,
enhancements or upgrades selected by Participating Carrier from time to time at
Worldspan’s then prevailing rates, terms and conditions and upon completion of
an additional Schedule D.


 


D.            Participating Carrier
shall pay fees for the development and implementation of the products selected
above in accordance with the payment schedule set forth in paragraph Cl.


 


E.             Worldspan
and Participating Carrier shall hold the terms and conditions agreed to herein
in confidence.


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Addendum
to be exeuted by their duly authorized undersigned representatives.


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  Worldspan,
  L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Airlines, Inc. 

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Jacqueline M. Barr

  	
   

  	
  By: 

  	
  /s/ Lawrence J. Curcuru

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jacqueline M. Barr

  	
   

  	
  Lawrence J. Curcuru

  	
   

  
	
  (Name)

  	
   

  	
  Manager

  	
   

  
	
   

  	
   

  	
  Airline and Served

  	
   

  
	
  Manager, GDS Relations

  	
   

  	
  Affiliate Sales and Marketing

  	
   

  
	
  (Title)

  	
   

  	
   

  	
   

  
						



 

















 


ADDENDUM - SUPPLEMENTAL SERVICES


SEAT SELECTION/BOARDING PASS


 


THIS
Addendum is by and between WORLDSPAN, L.P. (“WORLDSPAN”) and the Participating
Carrier identified below.


 


WORLDSPAN and Participating Carrier have entered into
a Participating Carrier Agreement (the “Agreement”).


 


WORLDSPAN has developed a procedure for transmitting
boarding pass information to WORLDSPAN Users to enable them to issue boarding
passes for Participating Carrier’s flights.


 


Participating Carrier wishes to permit such boarding
pass issuance by WORLDSPAN Users.


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, contained, the parties hereto agree as follows:


 


1.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.            Pursuant
to procedures developed by WORLDSPAN from time to time, Participating Carrier
shall transmit seat selection and boarding pass information to WORLDSPAN Users
through the WORLDSPAN Systems. Such information will be transmitted within two
(2) hours of a request for the same received by Participating Carrier from a
WORLDSPAN User and such information shall appear on the boarding pass in such
manner as WORLDSPAN shall determine from time to time.  Boarding pass information shall be
transmitted by Participating Carrier only with respect to Participating Carrier
flight segments and each WORLDSPAN User shall be provided the capability of
issuing boarding passes through each WORLDSPAN System on all Participating
Carrier flights.


 


B.            Participating
Carrier agrees to modify its internal reservations system, at Participating
Carrier’s sole cost and expense: (i) to receive special service requests
(“SSR”) via teletype (or other communications method as agreed upon by the
parties) from WORLDSPAN Users for a seat assignment; (ii) to respond to
WORLDSPAN User SSR by authorizing issuance of a Participating Carrier boarding
pass; and (iii) to otherwise modify Participating Carrier’s system to provide
the boarding pass capability described herein.


 


C.            Participating
Carrier will establish priority processing for SSR messages generated from
WORLDSPAN Users requesting prereserved seats.


 


D.            Participating
Carrier agrees promptly to advise WORLDSPAN of seat changes and/or seat
cancellations made directly through Participating Carrier’s systems when the
original seat selection was confirmed via the WORLDSPAN System.


 


1

















 


E.             Participating
Carrier elects to have and offer to WORLDSPAN Users the following services
(Please initial whether Alternative 1, 2 or 3 is preferred):


 


	
  JN

  	
   

  	
  Alternative 1:

  	
   

  	
  Seat Selection Services and Boarding Pass
  Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alternative 2:

  	
   

  	
  Seat Selection Services only.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alternative 3:

  	
   

  	
  Seat Selection Services and Boarding Pass Services
  on selected flights.

  
	
   

  



 


2.             RESPONSIBILITIES
OF WORLDSPAN


 


A.            WORLDSPAN,
at no cost to Participating Carrier, will provide sufficient space in a general
DRS/GRS category solely for Participating Carrier to create and maintain a
display of seat maps by aircraft type, in the format designated by WORLDSPAN
and other procedural information pertinent to Participating Carrier’s
participation in the Boarding Pass Issuance Program.


 


B.            WORLDSPAN
will make available to WORLDSPAN Users the ability to generate boarding passes
on Participating Carrier’s flights according to this Addendum.


 


C.            WORLDSPAN
reserves the right to limit, modify, suspend, or discontinue any WORLDSPAN
System seat selection and/or boarding pass services at any time in WORLDSPAN’s
sole discretion.


 


D.            WORLDSPAN
reserves the right to assess separate fees for the services provided in this
Addendum.


 


3.             TERM


 


This Addendum shall become effective on February 1,
1991, and shall be coterminus with the Agreement but may, in any event, be
terminated by either party at any time, without terminating the Agreement, upon
not less than thirty (30) days prior written notice to the other.


 


2

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Addendum
to be executed by their duly authorized undersigned representatives as of
February 1, 1991.


 


	
  PARTIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L. P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ John Nelson

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  John Nelson

  	
   

  	
  By: 

  	
  /s/

  	
  Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Richard A. Lee

  	
   

  
	
  Title: 

  	
  Vice President - Marketing

  	
   

  	
   

  	
   

  	
  Director-Airline and

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Associate Sales

  	
   

  
	
  CONTINENTAL AIRLINES

  	
   

  	
   

  	
   

  	
   

  
								



 


3

















 


ADDENDUM-SUPPLEMENTAL SERVICES


DRS/GRS


 


THIS
DRS/GRS Addendum is by and between WORLDSPAN, L.P. and the Participating
Carrier identified below.


 


WORLDSPAN and Participating Carrier have entered into
a WORLDSPAN Participating Carrier Agreement (the “Agreement”).


 


In addition to the services offered in the Agreement,
WORLDSPAN desires to provide and Participating Carrier desires to participate
in the PARS Direct Reference System (“DRS”) and/or the DATAS II General
Reference System (“GRS”).


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.             DRS/GRS
LEVELS


 


Participating Carrier designates one of the following
service levels by placing a check mark next to its selection.  Availability of service is subject to
completion of a WORLDSPAN Equipment and Software Agreement and payment of the
charges provided therein.  All charges
are stated in U.S. dollars.


 


JN                           Level 1 (DATAS II
and PARS) - $1,750 per month


 


•      88
pages, 95 lines per page (PARS)


•      50
pages, 99 lines per page (DATAS II)


•      Daily
use of WORLDSPAN electronic briefings.


•      Number
of WORLDSPAN User accesses, on request


•      Participating
Carrier creates/updates via its own DATAS II and PARS Terminals


 


                                                Level 2 (DATAS II ONLY)
- $600 per month


 


•      50
pages, 99 lines per page


•      Daily
use of electronic briefings.


•      Number
of WORLDSPAN User accesses, on request


•      Participating
Carrier creates/updates via its own DATAS II terminal


 


 


1

















 


                                                Level
3 (PARS ONLY) - $1,400 per month


 


•      88 pages, 95 lines per page


•      Daily
use of electronic briefings.


•      Number-of
WORLDSPANUser accesses, on request


•      Participating
Carrier creates/updates via its own PARS terminal


 


2.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.            Participating
Carrier agrees to pay the charges for DRS/GRS in the manner provided in the
Agreement.


 


B.            Participating
Carrier shall comply with WORLDSPAN’s guidelines, formats and procedures for
update of DRS/GRS as such may be changed from time to time on not less than
sixty (60) days advance notice by WORLDSPAN.


 


C.            Participating
Carrier will input and update its DRS/GRS through equipment provided by
WORLDSPAN pursuant to an Equipment and Software Agreement.


 


D.            WORLDSPAN
assumes no responsibility or liability for the accuracy of Participating
Carrier’s information in DRS/GRS.  All
information entered into DRS/GRS by Participating Carrier is subject to
WORLDSPAN’s approval, which approval will not be unreasonably withheld.
Participating Carrier will not enter information into DRS which is misleading,
defamatory, or offensive. Participating Carrier will indemnify, defend, and
hold harmless WORLDSPAN, its partners, affiliates, directors, officers,
employees and agents from and against all liabilities and claims, including
attorneys’ fees, arising out of or connected with information entered into
DRS/GRS by Participating Carrier. WORLDSPAN may terminate or suspend, in whole
or in part, Participating Carrier’s privilege to enter, store, and maintain
information in DRS/GRS if Participating Carrier abuses or misuses DRS/GRS.


 


3.             RESPONSIBILITIES
OF WORLDSPAN


 


A.            WORLDSPAN
will create and maintain the DRS/GRS facility in the WORLDSPAN Systems.


 


B.            WORLDSPAN
shall provide Participating Carrier with guidelines, formats and procedures for
update of DRS/GRS.


 


C.            WORLDSPAN
reserves the right to monitor the DRS/GRS for compliance with WORLDSPAN’s
guidelines, formats and procedures described above.


 


2

















 


4.             TERM


 


This Addendum shall become effective on February 1,
1991, and shall continue in effect for a minimum of twelve (12) months.  Thereafter, it shall continue until
cancelled by either party upon not less than thirty (30) days’ prior written
notice. In no event shall this Addendum remain in effect beyond the termination
date of the Agreement.  WORLDSPAN
reserves the right to modify or terminate DRS or GRS.  If WORLDSPAN decides to terminate DRS or GRS, it may terminate
this Addendum at any time upon not less than thirty (30) days’ prior notice.


 


5.             NO
OTHER AMENDMENT


 


Except as provided herein, all terms and conditions of
the Agreement shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Addendum
to be executed by their duly authorized undersigned representatives as of
February 1, 1991.


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ John Nelson

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY: 

  	
  John Nelson

  	
   

  	
  BY: 

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
  Director-Airline and

  	
   

  
	
  TITLE: 

  	
  Vice President - Marketing

  	
   

  	
   

  	
  Associate Sales

  	
   

  
	
   

  	
  CONTINENTAL AIRLINES

  	
   

  	
   

  	
   

  	
   

  
							



 


3

















 


WORLDSPAN


 


ADDENDUM - SUPPLEMENTAL SERVICES


BILLING INFORMATION DATA TAPES


 


THIS
Addendum is by and between WORLDSPAN, L.P. (“WORLDSPAN”) and the Participating
Carrier identified below.


 


WORLDSPAN and Participating Carrier have entered into a WORLDSPAN
Participating Carrier Agreement (the “Agreement”).


 


WORLDSPAN provides certain information to Participating Carrier in
connection with the invoice for amounts due for Bookings made in the WORLDSPAN
System.


 


Participating Carrier desires to receive, and WORLDSPAN desires to
provide such information (the “Billing Information Data Tape” or “BIDT”)
subject to the terms of the Addendum.


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.             BIDT
FORMAT.


 


Participating Carrier designates, with initials next
to the appropriate selection, the BIDT format it desires, and WORLDSPAN agrees
to supply same according to this Addendum.


 


o  A. 
Square Cartridge


 


ý  B. 
CD-ROM


 


2.             RESPONSIBILITIES
OF PARTICIPATING CARRIER.


 


A.            Participating
Carrier may use the BIDT and the information included thereon for the purpose
of reconciling and confirming the accuracy and completeness of the amount
included on an associated invoice and for the purpose of determining compliance
by WORLDSPAN users (and processing costs to WORLDSPAN users for non-compliance)
with Participating Carrier’s policies and procedures.  Participating Carrier agrees that it will not use the BIDT
information for any other purpose unless otherwise agreed to by WORLDSPAN.  Participating Carrier shall not copy or
reproduce the BIDT or the information thereon except for the purpose of
utilizing the BIDT as provided herein. 
Participating Carrier shall not sell, assign, transfer, convey or
otherwise provide to anyone else any BIDT or information thereon, in whole or
in part, without the express prior written consent of WORLDSPAN.
Notwithstanding the foregoing, WORLDSPAN acknowledges and agrees that
Participating Carrier may provide the BIDT and 


 


1

















 


information thereon to any third party engaged by Participating Carrier
to process the BIDT and information thereon for the purposes of this Addendum.


 


B.            Participating
Carrier agrees to pay WORLDSPAN all amounts due under the Agreement and this
Addendum in full without deduction, set off or counterclaim.  In the event that Participating Carrier
believes that any amount charged to it by WORLDSPAN is inaccurate, then
Participating Carrier may submit a credit request to WORLDSPAN which shall
adhere to the requirements for submitting credit requests to WORLDSPAN as
specified in Attachment A attached hereto and incorporated herein.  If Participating Carrier defaults under the
terms of the Agreement, WORLDSPAN may, in its sole discretion,, suspend or
terminate this Addendum in whole or in part.


 


3.             RESPONSIBILITIES
OF WORLDSPAN.


 


A.            WORLDSPAN
agrees to deliver BIDT to Participating Carrier, using the BIDT format selected
in Paragraph 1.


 


B.            WORLDSPAN
shall supply BIDT to Participating Carrier on a monthly basis commencing not
more than thirty (30) days following the date of this Addendum.


 


C.            WORLDSPAN
agrees to provide Participating Carrier with fixed format record layout with
all data elements, element descriptions, displacements and tape specifications
with delivery of BIDT.  WORLDSPAN
reserves the right to modify any or all components or the format of any of the
BIIDT from time to time.


 


D.            Subject
to applicable CRS rules, WORLDSPAN reserves the right to modify or discontinue
any or all BIDT at its discretion, and Participating Carrier acknowledges that
any WORLDSPAN BIDT will contain only such billing and sales data as WORLDSPAN
may elect to generate from any WORLDSPAN System from time to time.


 


E.             WORLDSPAN agrees to
deliver BIDT to Participating Carrier at the following address:


 


	
  Name:

  	
   

  	
  Jacqueline
  M. Barr

  
	
  Company/Department

  	
   

  	
  Continental
  Airlines, Inc./Distribution Planning

  
	
  Street Address:

  	
   

  	
  1600
  Smith Street

  
	
  Suite

  	
   

  	
  1600

  
	
  City/State

  	
   

  	
  Houston,
  TX

  
	
  Postal Code/County:

  	
   

  	
  77002
  / USA

  
	
  Telephone:

  	
   

  	
  713-324-2793

  



 


 


Participating Carrier may change its delivery address
for BIDT by providing WORLDSPAN with thirty (30) days’ notice of the change of
delivery address.


 


2

















 


F.             In
the event WORLDSPAN introduces a CRS other than WORLDSPAN, then WORLDSPAN shall
make available BIDT from that new CRS similar to the BIDT available for
WORLDSPAN.


 


4.             FEES.


 


Participating Carrier agrees to pay WORLDSPAN Fifty
Dollars ($50.00) per month for BIDT provided pursuant to this Addendum.  Upon Participating Carrier’s request,
historical BIDT is available for a period of six (6) months back from the date
of request at a cost of Five Hundred Dollars ($500.00) per historical month.


 


5.             TERM.


 


This Addendum shall become effective on the date set
forth below, and shall continue in effect for a minimum of six (6) months.  Thereafter, it shall continue until canceled
by either party on not less than thirty (30) days’ prior written notice.  In no event shall this Addendum remain in
effect beyond the termination date of the Agreement.


 


6.             NO
OTHER AMENDMENT.


 


Except as provided herein, all terms and conditions of the Agreement
shall remain in full force and effect.


 


3

















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized undersigned representatives
as of October
11, 2000.


 


 


	
  PARTICIPATING
  CARRIER

  	
  WORLDSPAN,
  L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Airlines, Inc.

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jacqueline M. Barr

  	
   

  	
  /s/ Larry Curcuru

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jacqueline M. Barr

  	
   

  	
  Larry Curcuru

  	
   

  
	
  (Name)

  	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Manager, GDS Relations

  	
   

  	
  Manager, Airline Sales & Marketing

  	
   

  
	
  (Title)

  	
   

  	
   

  	
   

  



 


4

















 


WORLDSPAN


ADDENDUM - SUPPLEMENTAL SERVICES


GO! SOLO


 


THIS
Addendum is by and between WORLDSPAN, L.P. (“WORLDSPAN”) and the Participating
Carrier identified below.


 


WORLDSPAN and Participating Carrier have entered into
a WORLDSPAN Participating Carrier Agreement (the “Agreement”).


 


WORLDSPAN has developed GO! SOLO as a dial-in product
offered to Participating Carrier for use by Participating Carrier to access the
WORLDSPAN System by way of a personal computer with a modem and telephone line.


 


Participating Carrier desires to use GO! SOLO as
specified below.


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.             DEFINITIONS


 


GO! SOLO shall be defined as a
product developed for the single user-owned PC location requiring dial-in
access to the WORLDSPAN System via an Internet Service Provider (“ISP”).  After the Internet connection is completed,
the user will connect to the established Universal Resource Locator (“URL”)
which in turn will connect to the WORLDSPAN Web browser within the GO! SOLO Web
server.  A terminal emulator is combined
within the browser.


 


2.             GO!
SOLO FUNCTIONALITY


 


Participating Carrier will utilize the GO! SOLO
product as a means to access the WORLDSPAN System in order to maintain Global
Reference System (GRS) pages, maintain and update airline schedules, reviewing
Passenger Name Records where air space has been booked on Participating Carrier
and review Participating Carrier airline fares as booked through the WORLDSPAN
System.


 


3.             TRANSMISSION
EFFECTIVE DATE


 


Indicate when Participating Carrier will be ready to
accept GO! SOLO:


 


o
Participating Carrier is able to accept GO! SOLO effective (date): 


 


o Participating
Carrier will send a teletype message to HDQAS1P advising WORLDSPAN of the date
Participating Carrier is able to accept GO! SOLO.


 


1

















 


 


4.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.            Participating Carrier
shall be responsible for acquiring equipment with the following minimum
requirements for optimal use of the GO! SOLO product:


 


•      Pentium
166 MHz processor or higher


•      17”
monitor


•      800x600
screen resolution


•      l6mb
RAM


•      2mb
Video RAM


•      28.8K
modem minimum / 56K recommended


•      10mb
- 20mb recommended free disk space


 


B.            Participating Carrier
shall be responsible for using equipment that has a Windows 95 operating system
and operates ONLY with the Microsoft Internet Explorer 4.0 (or higher) browser.


 


C.            Participating Carrier
shall be responsible for proper use of Internet functions and WORLDSPAN functionality.


 


5.             RESPONSIBILITIES
OF WORLDSPAN


 


A.            WORLDSPAN will create
within three (3) business days a unique User ID and Password for Participating
Carrier and establish a user identification number and password for
Participating Carrier.


 


B.            WORLDSPAN shall
provide assistance to Participating Carrier for use of the GO! SOLO product
however WORLDSPAN shall not provide technical assistance for Internet related
functionality or equipment.


 


C.            WORLDSPAN reserves the
right to modify or change the GO! SOLO product at any time including but not
limited to the right to modify or change GO! SOLO based upon industry standards
or trends.


 


D.            WORLDSPAN shall
provide Participating Carrier with a unique URL to access GO! SOLO via the
Participating Carrier’s designated ISP which is maintained by Participating
Carrier.


 


6.             USE
OF THE INTERNET


 


A.            Participating Carrier
acknowledges that the views and comments expressed by Participating Carrier in
electronic communications sent via WORLDSPAN and the Internet do not reflect any
review, approval or endorsement by WORLDSPAN.


 


2

















 


B.            Participating Carrier
shall be responsible for viruses downloaded from the Internet or e-mail
attachments and accepts all responsibility and expenses related to reloading
WORLDSPAN software.


 


C.            WORLDSPAN reserves the
right to access Participating Carrier’s mailbox or other features to resolve
problems, system errors or service-related problems.


 


D.            Participating Carrier
may not subvert, compromise, or otherwise interfere with the operations or
security of any communications network, the WORLDSPA.N computing facility, or
any other computing facility. 
Participating Carrier may not attempt or assist others to perform or
attempt any of the foregoing actions. Participating Carrier agrees to cooperate
with WORLDSPAN in investigating and prosecuting any security breaches that
affect or threaten WORLDSPAN security.


 


E.             Participating Carrier
shall implement, maintain, and adapt appropriate security measures in accordance
with technological development and changing security needs.  Appropriate security measures may include
(without limitation) establishing a computer network security policy,
preventing unauthorized access to computer systems, implementing administrative
security controls, installing firewalls, protecting computer resources from
insider abuse, providing a single point of contact for responses to security
incidents, and monitoring the effectiveness of computer network security.


 


F.             Participating Carrier
acknowledges that WORLDSPAN does not provide for e-mail encryption (public and
private keys) or virus detection, and is not responsible for risks inherent in
transmitting information via e-mail. 
Failure of Participating Carrier to utilize encryption for sensitive
http traffic or virus detection software may result in undetected infection of
e-mail or the circumvention of security compliance.  Participating Carrier shall be responsible for utilizing
appropriate administration procedures to ensure that IDs of terminated
employees are removed from the system and only authorized users are given
e-mail addresses.


 


7.             FEES


 


Participating Carrier
agrees to pay WORLDSPAN a monthly fee of USD$l00.00 for GO! SOLO.


 


8.             TERM


 


This Addendum shall become effective on the date set
forth below.  Thereafter it shall
continue until terminated by either party upon not less than thirty (30) days’
prior written notice to the other. 
Notwithstanding the foregoing, in no event shall this Addendum remain in
effect beyond the termination date of the Agreement.


 


3

















 


9.             NO OTHER AMENDMENT


 


Except as provided herein, all terms and conditions of
the Agreement shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Addendum
to be executed by their duly authorized undersigned representatives as of
                                             ,
19                .


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Airlines, Inc.

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Avi Friedman

  	
   

  	
  By: 

  	
  /s/ Marian Jones

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Avi Friedman

  	
   

  	
  Marian Jones

  	
   

  
	
  (Name)

  	
   

  	
  Manager

  	
   

  
	
   

  	
   

  	
  Airline and Served Affiliate Sales and Marketing

  
	
   

  	
   

  	
   

  	
   

  
	
  Senior Country Director

  	
   

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  	
   

  
						



 


4

















 


SUPPLEMENTAL INFORMATION


 


Airline
Name: CONTINENTAL AIRLINES


 


Contact
Name: MLKI SHIBOLET


 


User’s
Name: CONTINENTAL RESERVATION


(please
include names of all user’s)


 


User’s
Fax number: 03-5116737


 


User’s
e-mail address: MSHIBO@COAIR


 


User’s
telephone number: 972-3-5116727


 


Type of
hardware: ROWTER INTEL SPEED 128


 


(include
brand and speed of modem)


 


Internet
Service Provider: NetVision


 


Number
of Accesses required: 1


 


***
REMEMBER ONLY MICROSOFT INTERNET EXPLORER 4.0 MAY BE UTILIZED AS THE BROWSER
***


 


5

















 


WORLDSPAN


 


ADDENDUM-SUPPLEMENTAL SERVICES


 


PASSIVE SEGMENT NOTIFICATION


 


THIS
Addendum is by and between Worldspan, L.P. (“Worldspan”) and the Participating
Carrier identified below.


 


Worldspan and Participating Carrier have entered into
a Worldspan Participating Carrier Agreement (the “Agreement”).


 


Worldspan has developed a procedure for notifying
participating carriers when a Worldspan User creates a Passive Segment.


 


Woridspan desires to provide and Participating Carrier
desires to receive Passive Segment Notification.


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.             DEFINITIONS


 


Passive Segment
shall mean a Booking created in the Worldspan System using the “passive” or
“holding” status codes HK, HL, MK, ML (and other status codes determined by
Worldspan from time to time).


 


Passive Segment
Notification shall mean a teletype message sent from the
Worldspan System to Participating Carrier’s system using the status codes PK or
PL indicating a Passive Segment has been entered in the Worldspan System.
Passive Segment Notification shall also mean a teletype message sent from the
Worldspan System to Participating Carrier’s system using the status code PX
indicating the cancellation of a Passive Segment containing the status codes MK
or ML.


 


WORLDGroup
shall mean the program in the Worldspan System that allows Worldspan Users to
request and/or manage blocked space by using a WORLDGroup Passive Inventory
Record.


 


WORLDGroup Passive Inventory
Record shall mean the record created in the Worldspan System
that stores inventory of blocked space booked directly with Participating
Carrier.  WORLDGroup Passive Inventory Records
can only be created for space blocked on those carriers who do not participate
in WORLDGroup.


 


1

















 


WORLDGroup Passive Segment
shall mean a Passive Segment created to reflect usage of space stored in a
WORLDGroup
Passive Inventory Record for a specific passenger(s).


 


WORLDGroup PNR
as used in this Addendum shall mean a PNR containing at least one Booking sold
from the inventory stored in a WORLDGroup Passive Inventory Record.


 


2.             PASSIVE
SEGMENT NOTIFICATION OPTIONS


 


A.            Passive
Segment Notification Status Codes


 


Participating Carrier agrees to accept Passive Segment
Notification using the following status codes: (Initial only one.)


 


ý
1.  PK and PL only.


 


o
2.  PK, PL and PX.


 


B.            WORLDGroup Passive
Seaments


 


Participating Carrier agrees to accept Passive Segment
Notification for the following Passive Segments: (Initial only one.)


 


ý      1.       All
Passive Segments excluding WORLDGroup Passive Segments.


 


o      2.       All
Passive Segments, including WORLDGroup Passive Segments.  Participating Carrier has the option for
Worldspan to include an SSR item in the Passive Segment Notification to
identify WORLDGroup Passive Segments. (Initial only one.)


 


o a.           Participating Carrier, in accordance with
Paragraph 3.C., desires Worldspan to include an SSR item in the Passive Segment
Notification generated from a WORLDGroup PNR that includes a designator
identifying the corresponding group space in Participating Carrier’s system.


 


o b.           Participating Carrier, in accordance with
Paragraph 3.D., does not desire WORLDPSAN to include an SSR item in the Passive
Segment Notification generated from a WORLDGroup PNR.  Participating Carrier acknowledges that without the SSR item,
Participating Carrier will not be able to differentiate between Passive Segment
Notification from WORLDGroup PNRs and those received from other
PNRs.


 


2

















 


3.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.            Participating Carrier,
at its sole cost and expense, agrees to receive a Passive Segment Notification
message from the Worldspan System containing PK and PL status codes and, if
applicable, the PX status code.


 


B.          Participating Carrier
may, at its sole discretion, and subject to the conditions set forth in
Paragraph 3.C. if applicable, match the Passive Segments in the Passive Segment
Notification with PNRs resident in Participating Carrier’s system.  If there is no match, Participating Carrier
may so advise the Worldspan User by replying with an NO action code, provided
that such reply is not sent more than twelve (12) hours following receipt by
Participating Carrier.


 


C.            If Participating
Carrier has elected to receive Passive Segment Notification for all Passive
Segments, including WORLDGroup Passive Segments (Paragraph 2.B.2),
and if Participating Carrier has elected to receive the SSR item (Paragraph
2.B.2.a), then Participating Carrier agrees to attempt to match the information
in the SSR item to PNRs in Participating Carrier’s system or any other location
that maintains records of blocked space. 
Participating Carrier shall provide the Worldspan User with the PNR
record locator, or other indicator consisting of three (3) to nine (9) alphas
and/or numerics, to identify the PNR stored in Participating Carrier’s system
for those reservations involving blocked space. Only in those instances in
which Participating Carrier is unable to successfully match the Passive Segment
Notification with a PNR in Participating Carrier’s system will Participating
Carrier have an option to return an NO action code.


 


D.            If Participating
Carrier has elected to receive Passive Segment Notification for all Passive
Segments including WORLDGroup Passive Segments (Paragraph 2.B.2)
but has elected not to receive the SSR item (Paragraph 2.B.2.b), then Participating
Carrier shall not reply with an NO action code to any Passive Segment
Notification. Participating Carrier acknowledges that Worldspan Users may add
individual passenger names to WORLDGroup PNRs in the Worldspan System prior
to Participating Carrier receiving the individual passenger names from the
Worldspan User, thus preventing Participating Carrier from matching the Passive
Segment Notification to a PNR in Participating Carrier’s system. In these
circumstances, receipt of Passive Segment Notification is for informational
purposes only.


 


E.             Participating Carrier
agrees that a reply message with an NO action code will also contain an SSR
item advising the reason for the NO action code.


 


F.             Participating Carrier
consents to the receipt of Passive Segments from Worldspan Users as set forth
in this Addendum.


 


3

















 


4.             RESPONSIBILITIES
OF Worldspan


 


A.            All Participating
Carrier’s segments entered into the Worldspan System as Passive Segments using
status codes MK or HK, pursuant to Paragraph 2.B., will be transmitted to
Participating Carrier with status code PK pursuant to industry standards.


 


B.            All Participating
Carrier’s segments entered into the Worldspan System as Passive Segments using
status codes ML or HL, pursuant to Paragraph 2.B., will be transmitted to
Participating Carrier with status code PL pursuant to industry standards.


 


C.            In the event
Participating Carrier replies to the Passive Segment Notification with an NO
action code, Worldspan will update the Worldspan PNR with the NO action code
and place the PNR on a queue for review or modification by the Worldspan User.


 


D.            Worldspan will
transmit a Passive Segment Notification containing the PX status code upon
cancellation of any Participating Carrier segment containing the status code MK
or ML, pursuant to Paragraph 2.B., if Participating Carrier has elected to
receive the PX status code.


 


E.             If Participating
Carrier has elected to receive the SSR item to identify Passive Segment
Notification for WORLDGroup Passive Segments (Paragraph
2.B.2.a), then Worldspan agrees to include an SSR item in the Passive Segment
Notification with the PNR record locator, or other indicator consisting of
three (3) to nine (9) alphas and/or numerics as provided by Participating
Carrier to the Worldspan User.


 


F.             Worldspan shall
provide Participating Carrier with a copy of Worldspan’s then current Passive
Segment Notification Technical Specifications at no charge to Participating
Carrier.


 


G.            Worldspan reserves the
right to limit or modify any Worldspan System passive message service at any
time at Worldspan’s sole discretion.


 


5.             FEES


 


A.            Worldspan reserves the
right to assess fees for the services provided in this Addendum pursuant to
applicable provisions of the Agreement.


 


B.            Applicable charges for
Bookings are applied to all Passive Segments, including WORLDGroup
Passive Segments.  Booking fees do not
apply to WORLDGroup Passive Inventory Records.


 


4

















 


6.             TERM


 


This Addendum shall become effective on the date set
forth below and shall be coterminous with the Agreement but may, in any event,
be terminated by either party at any time, without terminating the Agreement,
upon not less than thirty (30) days’ prior written notice to the other.


 


7.             NO OTHER
AMENDMENT


 


Except as provided herein, all terms and conditions of
the Agreement shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Addendum
to be executed by their duly authorized undersigned representatives as of
May 1, 2001.


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  Worldspan,
  L. P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Airlines, Inc.

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jaqueline M. Barr

  	
   

  	
  /s/ Scott Anderson

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jaqueline M. Barr

  	
   

  	
  Scott Anderson

  	
   

  
	
  (Name)

  	
   

  	
  Manager - The Americas

  	
   

  
	
   

  	
   

  	
  Airline Sales and Marketing

  	
   

  
	
  Manager, GDS Relations

  	
   

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  	
   

  



 


5

















 


Worldspan


PASSIVE SEGMENT
NOTIFICATION


 


PARTICIPATING CARRIER
CONTACT


 


Please provide a technical contact responsible for the Passive Segment
Notification messages.


 


Name                                      Don
Ingham


 


Teletype Address                HDQAMCO


 


Telephone Number              713-324-5486


 


Indicate when Participating Carrier will be ready to accept Passive
Segment Notifications:


 


ý            Participating
Carrier is-able to accept Passive Segment Notifications effective (date):  October, 2000.


 


o            Participating
Carrier will send a teletype message to HDQAS1P and MKCRW1P advising Worldspan
of the date Participating Carrier is able to accept Passive Segment Notifications.


 


Note:      If an effective date is not
indicated, Worldspan will begin shipping Passive Segment Notifications upon
receipt of Addendum.


 


6

















 


WORLDSPAN


ADDENDUM - SUPPLEMENTAL SERV1CES


REVENUE ACCOUNTING DATA


 


THIS
Addendum is by and between WORLDSPAN, L.P. (“WORLDSPAN”) and ‘the Participating
Carrier identified below.


 


WORLDSPAN and Participating Carrier have entered into
a WORLDSPAN Participating Carrier Agreement (the “Agreement”).


 


WORLDSPAN makes certain Revenue Accounting Data
(defined in Section 1 below) available for sale to or exchange with carriers
participating in the WORLDSPAN System,


 


Participating Carrier receives equivalent data today
in the normal course of business in the form of ticket coupons, but
Participating Carrier desires to receive Revenue Accounting Data in an
automated form from WORLDSPAN.


 


NOW,
THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:


 


1.             DEFINITIONS


 


Except as otherwise indicated below, capitalized terms
herein shall have ‘the meanings set forth in the Agreement.  For purposes of this Addendum, the following
terms, however, shall have the following meanings:


 


A.          IRS shall mean
the internal reservation system of a carrier, but shall not include a CRS.


 


B.            Revenue Accounting
Data shall mean with respect to :any particular air carrier the data in any
particular IRS or CRS, produced by, resulting from, or related to (1) those
automated ticketing transactions which name that carrier as the “ticketing
carrier” (as defined in ATA Resolution 5.94, as it may be amended or superseded
from time to time) and (2) those automated ticketing transactions which name
that carrier in the routing, regardless of’ ticketing carrier and sale.


 


C.            Ticket Record
shall mean the Revenue Accounting Data created by each: automated ticketing
transaction.


 


D.            Hosted Carrier
shall mean any WORLDSPAN Carrier for which WORLDSPAN also provides computer
hosting services.


 


1

















 


2.             PURCHASE
OR EXCHANGE OF REVENUE ACCOUNTING DATA


 


Participating Carrier agrees, subject to the
limitations set forth in this Addendum, to the option indicated below (Select
only one):


 


A.            o
Participating Carrier agrees to purchase from WORLD SPAN the Revenue Accounting
Data relating to Participating Carrier from the WORLDSPAN System.  Participating Carrier agrees to pay seven
cents ($.07) for each Ticket Record transmitted to Participating Carrier by
WORLDSPAN, but in no event shall the charges be less than two thousand dollars
($2,000.00) per month. WORLDSPAN shall transmit the Revenue Accounting Data to
Participating Carrier according to the specifications of. this section and
Section 3 below, and Participating Carrier shall be responsible for the cost of
such transmission.


 


B.            ý
Participating Carrier agrees to purchase from WORLDSPAN the Revenue Accounting
Data relating to Participating: Carrier from the WORLDSPAN System.
Participating Carrier agrees to pay seven cents ($.07) for each Ticket Record
transmitted to Participating Carrier by WORLDSPAN, but in no event shall the
charges be less than two thousand dollars ($2,000.00) per month.  In addition, Participating Carrier agrees to
purchase from WORLDSPAN the Revenue Accounting Data relating to the IRS of each
Hosted Carrier. Participating Carrier agrees to pay one and one half cents
($.0l5) for each Ticket Record transmitted to Participating Carrier by
WORLDSPAN, but in no event shall the charges be less than five hundred dollars
($500.00) per month, WORLDSPAN shall transmit the Revenue Accounting Data to
Participating Carrier according to the specifications of this section and
Section 3 below, and Participating Carrier shall be responsible for the cost of
such transmission.


 


C.            o
Participating Carrier shall receive Revenue Accounting Data-relating to
Participating Carrier from the WORLDSPAN System and the IRS of each WORLDSPAN
Carrier provided that Participating Carrier provides to each of the WORLDSPAN
Carriers the Revenue Accounting Data relating to such WORLDSPAN Carrier from
Participating Carrier’s IRS and any Affiliated CRS of Participating Carrier (if
any).  In the event that the WORLDSPAN
Carriers are already receiving Revenue Accounting Data relating to such WORLDSPAN
Carriers from an Affiliated CRS due to a Revenue Accounting Data Agreement
Addendum between WORLDSPAN and another participating carrier, Participating
Carrier may still choose this option provided that (1) the WORLDSPAN Carriers
continue to receive such Revenue Accounting Data from the Affiliated CRS at no
cost during the term of this Addendum, and (2) Participating Carrier provides
to the WORLDSPAN Carriers the Revenue Accounting Data relating to such
WORLDSPAN Carriers from Participating Carrier’s IRS.  WORLDSPAN and Participating Carrier shall share equally the 


 


2

















 


cost of transmitting the
data to Participating Carrier.  In the
event that Participating Carrier chooses option C above, Participating Carrier
shall transmit the applicable Revenue Accounting Data of each WORLDSPAN Carrier
by direct electronic transmission, or other mutually agreed transmission, to
such location or locations as WORLDSPAN may specify from time to time.


 


3.             TRANSMISSION
OF REVENUE ACCOUNTING DATA


 


WORLDSPAN shall transmit to Participating Carrier the
Revenue Accounting Data relating to Participating Carrier once daily via
electronic transmission.  Delivery will
be through the Airline Tariff Publishing Company (“ATPCO”) TCN Exchange
Service.  [Prerequisite: Participating
Carrier has executed a current “Agreement for TCN Exchange Services” or its
equivalent with ATPCO.]


 


4.             USE
OF REVENUE ACCOUNTING DATA


 


Participating Carrier agrees that it shall only use
the Revenue Accounting Data provided to it hereunder for revenue accounting,
auditing and related uses, and that the Revenue Accounting Data provided
hereunder shall not be used for the purpose of promoting or marketing its
services or otherwise as “marketing data,” as that term is referred to in
Department of Transportation (“DOT”) regulation 255.10(a), 14 C.F.R. §
255.10(a), as it may be amended from time to time.  Participating Carrier further agrees that its use of the Revenue
Accounting Data shall comply with 14 C.F.R. § 255.10(c), as it may be amended
from time to time, and any statute, law, or regulation or code of any
governmental unit outside the United States, to the extent applicable.
Participating Carrier agrees that it shall have no right, title, or interest in
the Revenue Accounting Data provided hereunder, except to the extent of the
permitted use herein.  Participating
Carrier shall prevent the improper or unauthorized use of the Revenue
Accounting Data.  Except as specified
herein, Participating Carrier shall not transmit the Revenue Accounting Data to
any third party without the prior written consent of WORLDSPAN.


 


5.             EXPENSES


 


Participating Carrier and WORLDSPAN shall bear their
own expenses related to the performance of obligations under this Addendum.


 


6.             DISCLAIMER


 


WORLDSPAN AND PARTICIPATING CARRIER EXPRESSLY WAIVE
ANY WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REGARDING THE REVENUE
ACCOUNTING DATA AND ITS TRANSMISSION, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PURPOSE: EXCEPT AS EXPRESSLY STATED HEREIN,
NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION AS TO ANY OF THE FOREGOING
MATTERS OR AS TO THE ACCURACY Of THE REVENUE ACCOUNTING DATA OR ITS
TRANSMISSION. NEITHER PARTY SHALL BE LIABLE TO THE OTHER 


 


3

















 


FOR ANY INJURY, LOSS, CLAIM, OR DAMAGE IN PROCURING,
COLLECTING, COMPILING, ABSTRACTING, INTERPRETING, OR DELIVERING THE REVENUE
ACCOUNTING DATA EXCEPT TO THE EXTENT SUCH INJURY, LOSS, CLAIM OR DAMAGE IS
CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN NO EVENT, HOWEVER,
SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF REVENUE OR PROFIT OR
ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.


 


7.             TERM
AND TERMINATION


 


This Addendum will become effective on the date set
forth below and shall continue in effect for a minimum of six (6) months, and
thereafter until terminated by either party upon thirty (30) days’ prior
written notice to the other party, or until termination of the Agreement. In no
event shall this Addendum remain in effect beyond the termination date of the
Agreement.


 


8.             NO
OTHER AMENDMENT


 


Except as otherwise provided herein, all terms and
conditions of the Agreement shall remain in full force and effect.


 


9.             SEVERABILITY


 


If any provision of this Addendum is prohibited by law
or held to be invalid, illegal, or unenforceable, the remaining provisions
hereof shall not be affected, and this Addendum shall continue in full force
and effect as if such prohibited, illegal or invalid provision had never
constituted a part hereof, with this Addendum being enforced to the fullest
extent possible.


 


IN
WITNESS WHEREOF, the parties hereto have executed this
Addendum by their undersigned, duly authorized representatives as of
                                                   
19     .


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L. P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Airlines

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Mary Haldey

  	
   

  	
  /s/ Lawrence J. Curcura

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mary Haldey

  	
   

  	
  Lawrence J. Curcura

  	
   

  
	
  (Name)

  	
   

  	
  Director - Airline and Served Affiliate

  
	
  Manager - Marketing Automation

  	
   

  	
  Sales and Marketing

  	
   

  
	
  (Title)

  	
   

  	
   

  	
   

  



 


4

















 


ADDENDUM - SUPPLEMENTAL SERVICES


MARKETING INFORMATION DATA TAPES (MIDT)


 


THIS Addendum is by and between WORLDSPAN, L. P.
(“WORLDSPAN”) and the Participating Carrier identified below.


 


WORLDSPAN and Participating Carrier have entered into
a WORLDSPAN Participating Carrier Agreement (the “Agreement”).


 


WORLDSPAN generates certain Marketing Information Data
Tapes (“MIDT”) from the WORLDSPAN System on a monthly basis.  MIDT include information on airline flights
booked by WORLDSPAN Users.


 


Participating Carrier desires to receive one or more
WORLDSPAN MIDT as specified below.


 


NOW, THEREFORE, in consideration of the mutual
agreements hereinafter set forth, the parties hereto agree as follows:


 


1.             MIDT Available.
Following are the MIDT currently available from WORLDSPAN.  Participating Carrier designates, with
initials next to the appropriate selection, the MIDT it desires, and WORLDSPAN
agrees to supply same according to this Addendum.


 


a.             MIDT
Available from PARS


 


ý            PARS U. S. Domestic
(U.S.D.) Tape:  This tape contains
booking data generated by all WORLDSPAN Users using PARS.  It includes information on U. S. domestic
flights.


 


ý            PARS International
Tape:  This tape contains booking data
generated by all WORLDSPAN Users using PARS. It includes information on non
U.S. Domestic flights.  Those are
flights that include an origin or destination (or both) outside the United
States or its territories.


 


o            PARS Gateway
Tape:  This MIDT contains booking data
generated by all WORLDSPAN Users using PARS, excluding booking data regarding
flights that occur entirely in the United States. In addition, international
flights involving a United States city are limited to flights between the
United States and European gateway countries only.  This tape may be purchased by all U.S. certificated carriers and
carriers certificated by one of the gateway countries.  (A carrier certificated by one of the
gateway countries may receive only gateway data between the U.S. and its home
country.)


 


 


1

















 


o            PARS International
Subscribers Tape: This MIDT contains booking data generated by all non-U.S. and
non-Canadian WORLDSPAN Users using PARS. 
This tape may be purchased by all participating carriers.


 


b.             MIDT
Available from DATAS II


 


ý            DATAS II U.S. Domestic
(U.S.D.) Tape: This tape contains booking data generated by all WORLDSPAN Users
using DATAS II.  It includes information
on U. S. domestic flights.


 


ý            DATAS II International
Tape: This tape contains booking data generated by all WORLDSPAN Users using
DATAS II.  It includes information on
non U.S. Domestic flights.  Those are flights
that include an origin or destination (or both) outside the United States or
its territories.


 


2.             Delivery
by WORLDSPAN


 


	
  a.

  	
   

  	
  WORLDSPAN shall begin supplying the selected MIDT to
  Participating Carrier within 90 days of receipt of this Addendum executed on
  behalf of Participating Carrier.

  
	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  WORLDSPAN agrees to provide Participating Carrier
  with fixed format record layout with all data elements, element descriptions,
  field links, displacements and tape specifications with delivery of selected
  MIDT.  WORLDSPAN reserves the right to
  modify any or all components or the format of any of the MIDT from time to
  time.

  
	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  Subject to applicable CRS Rules, WORLDSPAN reserves
  the right to modify or discontinue any or all MIDT at its discretion, and
  Participating Carrier acknowledges that any WORLDSPAN MIDT will contain only
  such marketing, booking and sales data as WORLDSPAN may elect to generate
  from any WORLDSPAN System from time to time.

  



 


3.             Treatment
of MIDT and Data


 


a.             Participating Carrier
agrees that the MIDT and the information therein are provided for the use of
Participating Carrier only and the MIDT and the information therein may not be
published, duplicated, reproduced, copied, disclosed or distributed in any
manner, in whole or in part, except to a travel agent with respect to the
information derived from the Bookings created by that WORLDSPAN User and only
with respect to that information.


 


2

















 


b.             Upon prior written
consent of WORLDSPAN, Participating Carrier may retain a third party to process
the data provided pursuant to this Addendum for the benefit of Participating
Carrier, provided such third party is bound to WORLDSPAN by appropriate
obligations of confidentiality according to the form of agreement attached
hereto as Exhibit A.


 


4.             Fees        The charges for each MIDT
shall be as follows:


 


	
  a.             PARS U.S.D. Tape -
  Eight Thousand Dollars ($8,000.00) per month.

  
	
   

  	
   

  	
   

  
	
  b.             PARS International
  Tape - Five Thousand Dollars ($5,000.00) per month.

  
	
   

  	
   

  	
   

  
	
  c.             PARS Gateway Tape -
  One Dollar ($1.00) per WORLDSPAN User using PARS per month and a one time
  implementation fee of Two Thousand Five Hundred Dollars ($2,500.00).

  
	
   

  	
   

  	
   

  
	
  d.             PARS International
  Subscriber Tape - One Dollar ($1.00) per WORLDSPAN User using PARS per month
  and a one time implementation fee of Two Thousand Five Hundred Dollars
  ($2,500.00).

  
	
   

  	
   

  	
   

  
	
  e.             DATAS II U.S.D.
  Tape - Seven Thousand Five Hundred Dollars ($7,500.00) per month.

  
	
   

  	
   

  	
   

  
	
  f.              DATAS II
  International Tape - Two Thousand Five Hundred Dollars ($2,500.00) per month.

  



 


5.             Term       This Addendum shall become
effective on the date signed and shall continue in effect for a minimum of
twelve (12) months.  Thereafter, it
shall continue until cancelled by either party on not less than 30 days’ prior
written notice.  In no event shall this
Addendum remain in effect beyond the termination date of the Agreement.


 


6.             Eligibility               M.I.D.T. from PARS
and DATAS II are made available to non-U.S. participating carriers only if the
carrier rnakes reciprocal information available from its Affiliated CRS to
WORLDSPAN Carriers and as otherwise provided in any applicable CRS Rules.  In the event of any change in any CRS Rules
which would prohibit the delivery of any MIDT, or in the event that delivery’
of any MIDT by WORLDSPAN is prohibited by any CRS Rules, Participating Carrier
acknowledges that nothing herein shall be construed to require WORLDSPAN to
request any change in such CRS Rules or apply for an amendment to such CRS
Rules to permit the delivery of any MIDT.


 


7.             New System.         In the event that
WORLDSPAN introduces a system other than PARS or DATAS II, then WORLDSPAN shall
make available MIDT from that new system similar to the MIDT available from
PARS.


 


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8.             No Other Amendment.
Except as provided herein, all terms and conditions of the Agreement shall
remain in full force and effect.


 


IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized undersigned representatives
as July 1, 1993.


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L. P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/

  	
   

  	
  By: 

  	
  /s/ 

  	
  Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Director - Airline and

  	
   

  
	
  Title: 

  	
  V.P. Sales

  	
   

  	
   

  	
   

  	
  Associate Sales

  	
   

  
								



 


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