Exhibit
10.43


 


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)   ý                                                             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:


 


Northwest Airlines, Inc.

Mail Stop A6300

5101 Northwest Drive

St. Paul, MN 55111-3034


 


Teletype:  HDQSWNW

Facsimile:  612-726-0455

ATTN:  V.P. Sales and Marketing Systems


 


with a copy to:


 


Northwest Airlines, Inc.

Mail Stop A6370

5101 Northwest Drive

St. Paul, MN 55111-3034

ATTN:  Director, Distribution Systems


 


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


 


17

















 


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.


 


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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Northwest Airlines,
  Inc.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
  Raymond G. Foss

  	
   

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
   

  	
  Raymond G. Foss

  	
  Richard A. Lee

  
	
  Title:

  	
   

  	
  Vice President - Sales
  &

  Marketing Systems

  	
  Director-Airline and

  Associate Sales

  



 


18

















 


AMENDMENT


 


THIS Amendment to
WORLDSPAN Participating Carrier Agreement (“Amendment”) is 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 below
(“Participating Carrier”).


 


WORLDSPAN and
Participating Carrier have entered into a WORLDSPAN Participating Carrier
Agreement dated February 1, 1991, (the “Agreement”) which the parties desire to
amend.


 


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


 


1.                                       The
definition of the term “Cancellation” in Article I is hereby deleted and replaced
and superseded as follows:


 


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through the WORLDSPAN System in which the Booking was originally made.


 


2.                                       The
following definition of the term “Passive Booking” is hereby added to Article
I:


 


Passive Booking
shall mean a Booking for which no confirming message is sent to Participating
Carrier’s internal reservation system.


 


3.                                       The
fourth sentence of Article 2.1 is hereby deleted and replaced and superseded as
follows:  “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 (1) the WORLDSPAN System, or (2) 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.


 


4.                                       The
following new sentence is hereby added to the end of Article 2.5.:  “Notwithstanding the foregoing, it is
expressly agreed that Participating Carrier shall not be in violation of this
Article 2.5 for refusing to accept tickets produced by a WORLDSPAN User bearing
an “OK” status which were created by entering into the WORLDSPAN System a
Passive Booking for which no corresponding space has been reserved in
Participating Carrier’s internal reservation system.”


 

















 


5.                                       Article
2.10. is hereby deleted and replaced and superseded as follows:


 


2.10.                        Participating
Carrier agrees that it will not discriminate against any WORLDSPAN User on
account of that WORLDSPAN User’s selection, possession or use of a WORLDSPAN
System by way of conduct which would (1) violate any applicable governmental
CRS Rules or regulations, (2) constitute unfair trade practices under any
applicable state or federal law, or (3) violate any applicable antitrust laws
of the United States or any other country.


 


6.                                       A
new Article 2.12 is hereby added as follows:


 


2.12.                        Participating
Carrier shall not be required to perform its obligations under Articles 2.1,
2.2 and 2.3 in the event that such services, functions, enhancements, etc. are,
with respect to Participating Carrier, a) not technologically feasible, or b)
substantially more expensive on a per unit cost basis than that provided to
Participating Carrier through another CRS.


 


7.                                       The
second sentence of Article 3.2. is hereby deleted and replaced and superseded
as follows:  “Participating Carrier
acknowledges that to provide such pricing assistance to WORLDSPAN Users, Participating
Carrier must either:  (1) obtain from
WORLDSPAN by separate agreement, the necessary equipment and services to enable
it to provide this pricing assistance or (2) provide its own equipment, which
shall be certified by WORLDSPAN for use with the WORLDSPAN System and services,
and purchase from WORLDSPAN only those services which are necessary to enable
Participating Carrier to provide such pricing assistance.


 


8.                                       The
second sentence in Article 4.6 is hereby deleted an replaced and superseded as
follows:  “In such case, WORLDSPAN will
determine the order of implementation on a non-discriminatory basis but in its
sole discretion.”


 


9.                                       The
first sentence of Article 8.3 is hereby deleted an replaced and superseded as
follows:  “In the event of any other breach
of this Agreement by Participating Carrier or WORLDSPAN, the other party may
terminate this Agreement without further liability upon fifteen (15) days’
prior written notice to the breaching party provided, however, that the
breaching party shall have said fifteen (15) day period to cure such breach.”


 


10.                                 The
second sentence of Article 15.1 is hereby deleted an replaced as follows: “Each
party hereby consents to the non-exclusive jurisdiction of the courts of the
States of Georgia and Minnesota and United States Federal Courts located in
Georgia and Minnesota to resolve any dispute arising out of this Agreement.”


 


2

















 


11.                                 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 Amendment to be executed by their duly
authorized undersigned representatives as of the date set forth above.


 


 


	
  PARTICIPATING CARRIER:

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
  Director-Airline
  & Associate Sales

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Raymond G. Foss

  	
   

  	
   

  
	
   

  	
  Raymond G. Foss

  	
   

  
	
  Title:

  	
  Vice President - Sales
  & Marketing Systems

  	
   

  
									



 


3

















 


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.


 

















 


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


 


ý                                    Alternative
1:                        Seat
Selection Services and Boarding Pass Services


 


o                                    Alternative
2:                        Seat
Selection Services only.


 


o                                    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 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.


 


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.


 


 


	
  PARTICIPATING CARRIER:

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
  Raymond G. Foss

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
  Raymond G. Foss

  	
   

  	
  Richard A. Lee

  
	
  Title:

  	
  Vice President - Sales
  & Marketing

  Systems

  	
   

  	
  Director-Airline and

  Associate Sales

  
							



 


3

















 


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.


 


WORLDSPAN currently
provides two levels of AccessPLUS participation which are available to
Participating Carriers: Direct Access and Direct Sell, providing certain
functionality as described in Schedule A attached hereto.  Participating Carrier may select either of
the two levels of participation, provided, however, that Direct Sell can be
chosen only if Participating Carrier is also a Direct Access participant.


 


Please initial below the
desired level of AccessPLUS Participation:


 


	
  PARS

  	
   

  	
  DATAS II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
   

  	
  A.  Direct Access only

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  N/A

  	
   

  	
  B.  Direct Access and Direct Sell

  (Available in PARS only)

  



 


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.  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.


 


B.                                     Should
Participating Carrier elect Direct Sell, Participating Carrier agrees to send a
positive acknowledgement message including the PNR file address of
Participating Carrier’s system upon receipt of a PARS Users’ booking message
containing a “DK” action code.


 

















 


C.                                     Participating
Carrier agrees to allow installation of a direct and dedicated communications
line between the WORLDSPAN System and Participating Carrier’s system.  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.  This mutual agreement
may include the decision to use a comparable link via SITA.


 


D.                                    Should
Participating Carrier elect Direct Access and Direct Sell, Participating
Carrier agrees to send a response to sell message indicating inventory is
decremented from Participating Carrier’s system prior to “end transaction” upon
receipt of the Direct Sell booking message if the inventory requested is
available.  If the inventory is not
available, Participating Carrier will immediately generate an unable to sell
message and the WORLDSPAN Users may waitlist such segments when the waitlist is
open.


 


E.                                      Participating
Carrier will arrange for the processing of all WORLDSPAN User AccessPLUS
booking messages on a priority and current basis.  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.


 


F.                                      In
those cases when the communications line between the WORLDSPAN System and
Participating Carrier’s system is inoperable, booking messages will be rerouted
via the facilities of ARINC or SITA, 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 overbooking 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, subclause (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, 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.


 


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


 


2

















 


H.                                    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.


 


I.                                         Participating
Carrier shall establish and operate its connection to AccessPLUS as defined in
WORLDSPAN’s applicable technical/functional documentation, including support of
WORLDSPAN’s communications protocol as mutually agreed upon.


 


J.                                        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 communications
lines between the WORLDSPAN System(s) and Participating Carrier’s system.


 


C.                                     WORLDSPAN
will provide WORLDSPAN Users with direct inquiry capability 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 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. 
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.


 


D.                                    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.


 


4.                                       Joint
Terms and Conditions.


 


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


 


3

















 


early in advance as possible. 
Participating Carrier shall use its best efforts to reinstate AccessPLUS
capabilities as quickly as possible.  If
WORLDSPAN has a scheduled system outage with AccessPLUS, WORLDSPAN will notify
Participating Carrier in a reasonable advance amount of time.  WORLDSPAN shall use its best efforts to
reinstate AccessPLUS capabilities as quickly 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 WORLDSPAN Carriers may access information pursuant to
this Addendum.


 


5.                                       Fees.


 


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


 


6.                                       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 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.


 


4

















 


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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
  Raymond G. Foss

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
  Raymond G. Foss

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
  Vice President - Sales
  & Marketing

  Systems

  	
   

  	
   

  	
  Director-Airline and
  Associate Sales

  



 


5

















 


ACCESS PLUS 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 Access and Direct Sell, permitting WORLDSPAN Subscribers to obtain data
and make bookings through the use of standard command entries.


 


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 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 acknowledgement 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 not available for DATAS II.)


 

















 


SCHEDULE A

FEATURES AVAILABLE IN ACCESSPLUS


 


Direct Access


 


1)                                      Schedules


 


2)                                      Availability


 


3)                                      Scroll
Capability


 


4)                                      Flight
Information


 


5)                                      Fares


 


6)                                      Fare
Rules


 


7)                                      DRS
- Direct Reference System


 


8)                                      Seat
Maps


 


9)                                      Last
Seat Availability


 


Direct Sell


 


(Includes Features
of Direct Access and ...)


 


1)                                      Real-time
decrementing of inventory


 


•  Manual segment sell


•  Sell from availability


 


2)                                      Positive
Acknowledgement


 

















 


SCHEDULE B

IMPLEMENTATION SCHEDULE


 


I.                                         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 30
days of receipt.


 


Please complete:


 


Participating Carrier
Specifications Document Contact:


 


	
  Name:

  	
  N/A

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Phone:

  	
   

  
	
   

  	
   

  
	
  Fax:

  	
   

  
	
   

  	
   

  
	
  Teletype:

  	
   

  



 


Completed document
specifications should be returned to:


 


For the PARS System:


 


Project Manager -
AccessPLUS

Special Systems Development

WORLDS PAN

P.O. Box 901555

Kansas City, MO 64190-1555

Phone:           (816)
891-5430

Fax:                           (916)
891-5321                     TTY: MCIPK1P


 


or


 


For the DATAS II System:


 


Project Manager -
AccessPLUS

DATAS II Automation Development

WORLDS PAN

300 Galleria Parkway, N.W.

Dept. 649

Atlanta, GA                                30339

Phone:           (404) 916-7400

Fax:                             (404)
916-7417                    TTY: FTYASDL


 

















 


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


 


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


 


IV.                                 Once
the evaluations are received, a subsequent meeting or conference call will be
scheduled within 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.


 


2

















 


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.


 


o                                                                                    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


 


o                                                                                    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


 


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


 


•                  88
pages, 95 lines per page


 


•                  Daily
use of electronic briefings.


 


•                  Number-of
WORLDSPAN User 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.


 


2

















 


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


 


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.

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
  Raymond G. Foss

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
  Raymond G. Foss

  	
   

  	
  Richard A. Lee

  
	
  Title:

  	
  Vice President - Sales
  & Marketing

  Systems

  	
   

  	
  Director-Airline and

  Associate Sales

  
							



 


3

















 


 


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, to the extent
necessary 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 pre-reserved 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.


 

















 


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


 


	
  ý

  	
  Alternative 1:

  	
  Seat Selection Services
  and Boarding Pass Services

  
	
   

  	
   

  	
   

  
	
  o

  	
  Alternative 2:

  	
  Seat Selection Services
  only.

  
	
   

  	
   

  	
   

  
	
  o

  	
  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 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.


 


2

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Addendum to be executed by their duly
authorized undersigned representatives as of December 7, 1993.


 


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northwest
  Airlines, Inc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Director-Airline
  Industry Marketing

  



 


 


3

















 


WORLDSPAN

ADDENDUM - SUPPLEMENTAL SERVICES

FLIGHT SEGMENT RECONFIRM (RR)


 


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 WORLDSPAN Users to reconfirm a flight segment(s) using the action
code RR (Reconfirm) for Participating Carrier flights.  The transmission of the RR status code to
the Participating Carrier indicates that the has confirmed to the WORLDSPAN
User the desire to utilize the services of Participating Carrier as provided in
the passenger name record (PNR).


 


Participating Carrier
wishes to permit such reconfirmation of its flight 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, Participating Carrier shall permit
WORLDSPAN Users to reconfirm Participating Carrier flight segments booked with
HK status code.  Reconfirm information
shall be transmitted by WORLDSPAN to Participating Carrier only with respect to
Participating Carrier’s flight segments.


 


B.                                     Participating
Carrier agrees to update its internal PNR containing the flight segment with RR
status code.  As subsequent messages are
sent from the Participating Carrier, such as time/status code changes, these
changes will be reflected in the WORLDSPAN PNR


 


C.                                     Participating
Carrier will establish priority processing for RR messages generated from
WORLDSPAN Users reconfirming flight segments.


 


D.                                    In
the event that Participating Carrier receives an RR message from a WORLDSPAN
User and Participating Carrier does not have a PNR for the passenger,
Participating Carrier will reserve or list reconfirmed flight segment(s) and
notify the WORLDSPAN User, per AIRIMP 7.2 procedures.


 


E.                                      Participating
Carrier consents to the use of the reconfirm service by WORLDSPAN Users as set
forth in this Addendum.


 

















 


2.                                       RESPONSIBILITIES OF WORLDSPAN


 


A.                                   WORLDSPAN
will automatically update the flight segment and the PNR history to show the
change of segment status to RR.


 


B.                                     WORLDSPAN
will make available to WORLDSPAN Users the ability to update flight segment
status to RR.  WORLDSPAN will advise
WORLDSPAN Users of Participating Carrier’s participation in the RR function, as
deemed appropriate.


 


C.                                     WORLDSPAN
reserves the right to limit, modify, suspend, or discontinue any WORLDSPAN
System Reconfirm services at any dine at 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 the date signed 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.


 


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.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northwest Airlines, Inc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/ Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Director

  Airline Industry Marketing

  



 


 


2

















 


EXHIBIT A


 


RECONFIRM (RR) TTY OUT MESSAGE


 


WORLDSPAN will follow the
standard TTYOUT addressing format.  The
following is an example of the RR message to be generated to the Participating
Carrier at End Transaction.


 


	
  Line No.

  	
   

  	
  1.

  	
   

  	
  FRARMLH

  
	
   

  	
   

  	
  2.

  	
   

  	
  HDQRM1P 070830

  
	
   

  	
   

  	
  3.

  	
   

  	
  HDQIP AADSTV/NCE1AO95O

  
	
   

  	
   

  	
  4.

  	
   

  	
  1NAME/FIRSTNAME

  
	
   

  	
   

  	
  5.

  	
   

  	
  LH744F 16OCT FRABKK
  RR1/2150 1410

  



 


 


EXPLANATION:


 


	
  Line No.

  	
   

  	
  1.

  	
   

  	
  Routine address of location
  receiving message.

  
	
   

  	
   

  	
  2.

  	
   

  	
  Communication reference
  line - includes senders address, date, and time stamp by GMT.

  
	
   

  	
   

  	
  3.

  	
   

  	
  Location of record -
  includes record locator and IATA number.

  
	
   

  	
   

  	
   

  	
   

  	
  Note:                   The IATA
  number and/or Point of Sale information will not be transmitted for TTY when
  the TTY OUT message is generated in response to action initiated by another
  CRS.

  
	
   

  	
   

  	
  4.

  	
   

  	
  Passenger name.

  
	
   

  	
   

  	
  5.

  	
   

  	
  Flight information and
  action to be taken.

  



 

















 


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.  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 WORLDSPAN (formerly PARS)


 


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


 


ý                                    WORLDSPAN (formerly
PARS) International Tape:  This tape
contains booking data generated by all WORLDSPAN Users.  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 it territories.


 


o                                    WORLDSPAN (formerly
PARS) Gateway Tape:  This MIDT contains
booking data generated by all WORLDSPAN Users, 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.)


 


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


 


b.                                      MIDT
Available from DATAS II


 


o                                    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.


 


o                                    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 transmit to Participating Carrier the MIDT according to Participating
Carrier’s option, specified below (select only one);


 


o                                    1.                                       Three times
daily via electronic transmission.


 


ý                                    2..                                    Once daily via
electronic transmission,


 


o                                    3.                                       Monthly tape


 


If Participating Carrier
selects receipt of MIDT via electronic transmission, Participating Carrier
shall be responsible for the cost of the. transmission of MIDT. Participating
Carrier and WORLDSPAN shall otherwise bear their own expenses related to the
performance of obligations under this Addendum.


 


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


 


2.                                       Delivery
by WORLDSPAN 


 


c.                                       WORLDSPAN
agrees to provide Participating Carrier with fixed format record layout with
all data elements, element descriptions,


 


2

















 


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.


 


d.                                      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.


 


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


 


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


 


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


 


d.                                      WORLDSPAN
(formerly PARS) International Subscriber Tape - One Dollar ($1.00) per
WORLDSPAN User per month and a one


 


3

















 


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 WORLDSPAN and DATAS II are made available to non-U.S.
participating carriers only if the carrier makes 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 new system, then WORLDSPAN shall make available MIDT from that new
system similar to the MIDT currently provided.


 


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 of December 7, 1993.


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northwest Airlines, Inc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/ Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Director-Airline Industry Marketing

  



 


 


4

















 


ADDENDUM - SUPPLEMENTAL SERVICES

BILLING INFORMATION DATA TAPES (BIDT)


 


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 Systems.


 


Participating Carrier
desires to receive, and WORLDSPAN desires to provide such information on
magnetic tape (the “Billing information Data Tape” or “BIDT”).


 


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


 


1.                                       BIDT
Available.  Following are the BIDT
currently available from WORLDSPAN. 
Participating Carrier designates, with initials next to the appropriate
selection, the BIDT it desires, and WORLDSPAN agrees to supply same according to this Addendum.  (Select either or both.)


 


o                                    a.                                       BIDT
available from DATAS II.


 


ý                                    b.                                      BIDT
available from PARS.


 


Available Tape
(select one)


 


o                                    a.                                       Round
Reel


 


ý                                    b.                                      Square
Cartridge


 


2.                                       Delivery by WORLDSPAN


 


a.                                       WORLDSPAN
agrees to deliver its BIDT to Participating Carrier, and Participating Carrier
accepts and agrees to use the BIDT according to this Amendment and the
Agreement.


 


b.                                      WORLDSPAN
shall supply the BIDT to Participating Carrier with the regular WORLDSPAN
invoice commencing not more than thirty (30) days following acceptance of this
Amendment by WORLDSPAN.


 

















 


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
BIDT from time to time upon 30 days prior written notice to Participating
Carrier.


 


d.                                      Subject
to applicable laws or regulations, 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.


 


Participating Carrier
requests that WORLDSPAN BIDT be delivered to:


 


	
  Name:

  	
  Charles Jackson

  
	
  Company/Department:

  	
  Northwest Airlines -
  A6370

  
	
  Street Address:

  	
  2700 Lone Oak Parkway

  
	
  City/State:

  	
  Eagan, MN

  
	
  Postal Code/Country:

  	
  55121 - USA

  



 


3.                                       Fees.  The Participating Carrier
agrees to pay WORLDSPAN Two Hundred Dollars ($200.00) per month per WORLDSPAN
System for BIDT provided pursuant to this Addendum.


 


4.                                       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 cancelled 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.


 


5.                                       Other Tapes.  In the event that WORLDSPAN
introduces a CRS other than PARS or DATAS II, then WORLDSPAN shall make
available BIDT from that new CRS similar to the BIDT available for PARS.


 


6.                                       Use of BIDT.  Participating Carrier shall use
the BIDT and the information included thereon solely for the purpose of
reconciling and confirming the accuracy and completeness of the amount included
on an associated invoice and for no other purpose.  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.  Participating
Carrier shall return the BIDT media at its expense to WORLDSPAN within sixty
(60) days of receipt.


 


2

















 


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


 


8.                                       WORLDSPAN agrees, for purposes of Paragraph 6,
hereof, that Participating Carrier shall be permitted to disclose the BIDT to
KLM Royal Dutch Airlines and all carriers with whom they have a code-sharing
agreement, notwithstanding the prohibitions therein, at Participating Carrier’s
discretion.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their duly
authorized undersigned representatives as December 7, 1993.


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northwest Airlines, Inc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/ Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Director-Airline Industry Marketing

  



 


 


3

















 


ADDENDUM - SUPPLEMENTAL SERVICES

WORLDSPAN GLOBAL REFERENCE SYSTEM


 


THIS 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 WORLDSPAN Global Reference
System including DATAS II General Reference System (GRS) and PARS Direct
Reference System (DRS).


 


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


 


1.                                      GRS/DRS LEVELS


 


Participating Carrier
designates one of the following service levels (Level A, B, C, or D) and the
Optional Package by placing a check mark next to the selection(s).


 


ý                                                                                    LEVEL
A $1,750.00 per month


 


•                  DATAS II GRS:                                    50 pages, 99 lines
per page


 


•                  PARS DRS:                                                          100
pages, 255 lines per page


 


o                                                                                    LEVEL B - $1,000.00 per month


 


•                  DATAS II GRS:                                    50 pages, 99 lines
per page


 


•                  PARS DRS:                                                          50
pages, 255 lines per page


 


o                                                                                    LEVEL C - $500.00 per month


 


•                  DATAS II GRS:                                    10 pages, 99 lines
per page


 


•                  PARS DRS:                                                          10
pages, 255 lines per page


 


o                                                                                    LEVEL
D - $200.00 per month


 


•                  DATAS II GRS:                                    3 pages, 95 lines
per page


 


•                  PARS DRS:                                                          3
pages, 95 lines per page


 

















 


•                  WORLDSPAN
updates GRSIDRS for Participating Carrier as follows:


 


•                                          Maximum
of one (1) update request per week provided in writing by Participating Carrier


 


•                                          $25.00
per hour, minimum one (1) hour input time per request


 


If Participating Carrier
has selected any of Level A, Level B, or Level C, Participating Carrier may
also select the following:


 


o                                                                                    OPTIONAL
PACKAGE - International DRS - $500.00 per month


 


•                  PARS
DRS: 50 pages, 255 lines per page


 


Includes additional DRS
pages available only to PARS Users located outside of the United States.


 


Availability of service
is subject to completion of a WORLDSPAN Equipment and Software Agreement (with
the exception of Level D) and payment of the charges provided therein. All
charges are stated in U. S. dollars.


 


Additional pages may be
added to the Level selected. Pages are available at a rate of $100.00 per page.
Requests for additional pages must be provided in writing.


 


In addition to the
GRS/DRS Levels described below, pursuant to this Addendum, Participating
Carrier also receives:


 


•                  Daily
use of WORLDSPAN electronic briefings


 


•                  WORLDSPAN
User access report for GRS/DRS, on request


 


•                  Ability
to create/update GRS/DRS via the Participating Carrier’s DATAS II and PARS
Terminals, with the exception of Level D.


 


2.                                      RESPONSIBILITIES OF PARTICIPATING CARRIER


 


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


 


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


 


2

















 


C.                                     Except
for Level D, Participating Carrier will input and update its GRS/DRS through
equipment provided by WORLDSPAN pursuant to an Equipment and Software
Agreement.  If level D is selected,
WORLDSPAN agrees to update GRS/DRS within a reasonable amount of time after a
written transcript of GRS/DRS information is provided by the Participating
Carrier.


 


D.                                    WORLDSPAN
assumes no responsibility or liability for the accuracy of GRS/DRS information
input by Participating Carrier or WORLDSPAN on behalf of Participating
Carrier.  All information entered into
DRS/GRS by or on behalf of Participating Carrier is subject to WORLDSPAN’s
approval, which approval will not be unreasonably withheld Participating
Carrier will not enter or request WORLDSPAN to 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 GRS/DRS by Participating
Carrier.  WORLDSPAN may terminate or
suspend, in whole or in part, Participating Carrier’s ability to enter, store,
and maintain information in GRS/DRS if Participating Carrier defaults in any
material obligation in the Agreement or this Addendum.


 


3.                                      RESPONSIBILITIES
OF WORLDSPAN


 


A.                                   WORLDSPAN
will create and maintain the GRS/DRS facility in the WORLDSPAN System and will
update GRS/DRS on behalf of participants in Level D.


 


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


 


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


 


4.                                      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 canceled 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


 


3

















 


to modify or terminate ORS or DRS. If WORLDSPAN decides to terminate
GRS or DRS, it may terminate this Addendum at any time upon not less than
thirty (30) days’ prior notice.


 


5.                                      MIGRATION


 


WORLDSPAN proposes to
migrate all WORLDSPAN Users to a new system to replace PARS and DATAS II.
Following the completion of the migration of WORLDSPAN Users, the charges and
fees set forth herein shall remain unchanged, and Participating Carrier’s
participation in GRS/DRS shall continue as set forth herein with respect to
PARS. Nothing herein shall be construed to require WORLDSPAN to develop a new
system or to migrate WORLDSPAN Users.


 


6.                                      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 December 7, 1993.


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northwest Airlines, Inc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/ Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Director-Airline Industry Marketing

  



 


 


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
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 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                                    AccessPLUS - WORLDSPAN
Direct Response.(PARS 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 ~2.5l 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                                    AccessPLUS - WORLDSPAN
Direct Access (PARS and 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.


 


ý                                    AccessPLUS -
WORLDSPAN Direct Sell (PARS 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 (PARS only).  The versions are described below.  Please initial indicating the version at which you choose to participate.


 


o                                    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 Bookings generated by WORLDSPAN
Users located in Traffic Conference 1, and $3.38 per Booking for Bookings
generated by WORLDSPAN Users located in Traffic Conferences 2 and 3 arising out
of Airline Source.


 


ý                                    WORLDSPAN Airline
Source (ALS) - Version two (2), Participating Carrier’s flight
availability will be displayed directly from Participating Carrier’s system to
WORLDS PAN 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
Bookings generated by WORLDSPAN Users located in Traffic Conference 1, and
$3.33 per Booking for Bookings generated by WORLDSPAN Users located in Traffic
Conferences 2 and 3 arising out of Airline Source.


 


2

















 


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.  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.


 


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.  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 PARS 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 or 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,


 


3

















 


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.                                     In
the event that 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.


 


H.                                    Participating
Carrier 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 between the WORLDSPAN System and
Participating Carrier’s system is inoperable, booking messages will be rerouted
via the facilities of ARINC or SITA, 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


 


4

















 


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, 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 as defined in
WORLDSPAN’s applicable technical/functional documentation, including support of
WORLDSPAN’s communications protocol as mutually agreed upon.


 


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 communications
lines between the WORLDSPAN System(s) and Participating Carrier’s system.


 


5

















 


C.                                     WORLDSPAN
will provide WORLDSPAN Users with direct inquiry capability using Airline
Source 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.


 


G.                                     If
Participating Carrier participates in ALS, an Airline Source indicator will be
included in all displays from WORLDSPAN containing Participating Carrier’s
flight availability to designate Participating Carrier as an Airline Source
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


 


6

















 


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 WORLDSPAN 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
ALS responses.


 


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.


 


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
Airline Source Participants the Direct Response charge for Bookings that result
from the malfunction or failure of the Direct Sell communications link.


 


7

















 


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 Carriers system.


 


6.                                       Term


 


This Addendum shall
become effective on January 1, 1994, 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 December 7, 1993.


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Northwest Airlines, Inc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
  By:

  	
  /s/ Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Director-Airline Industry Marketing

  



 


 


8

















 


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.


 


Direct Response
shall mean the capability of Participating Carrier to directly respond to
WORLDSPAN Users’ teletype Bookings.  The
Participating Carrier’s PNR File Address (Record Locator) is requested and upon
receipt of same, WORLDSPAN appends the record locator to the appropriate
segment line in the WORLDSPAN PNR itinerary field.


 


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 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 DATAS II.)


 


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.


 


9

















 


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-time 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.


 


10

















 


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:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Phone:

  	
   

  
	
  Fax:

  	
   

  
	
  Teletype:

  	
   

  



 


Return completed document
specifications to:


 


Project
Manager -
AccessPLUS

Special Systems Development

WORLDSPAN

7310 Tiffany Springs Parkway

Kansas City, Missouri 64153

Phone:               (816) 891-5430

Fax:                             (816) 891-5321 TTY: MCIPK1P


 


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.


 


11

















 


WORLDSPAN

ADDENDUM - SUPPLEMENTAL SERVICES

SecuRateSM AIR for Airlines


 


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 called “SecuRate AIR for Airlines” that allows participating carriers
to manually load fares in the WORLDSPAN System and to designate WORLDSPAN Users
that shall have access to such fares.


 


Participating Carrier
wishes to participate in SecuRate AIR for Airlines.


 


NOW, THEREFORE, it
is agreed:


 


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 term, however, shall have the following meaning:


 


LNIATA
shall mean the WORLDSPAN terminal address for a device accessing the WORLDSPAN
System.  The LNIATA is found by making
the following entry on the device: KGB  

The LNIATA for the device appears in the “ADDR” field in the
resulting display.


 


2.                                       RESPONSIBILITIES OF PARTICIPATING CARRIER


 


A.                                   In
order to participate in SecuRate AIR for Airlines, Participating Carrier must
have access to the WORLDSPAN System through WORLDSPAN Equipment or as otherwise
permitted by WORLDSPAN including but not limited to Special Access.  Equipment and communications costs are at
the sole expense of Participating Carrier as governed by the applicable
WORLDSPAN agreements or addenda.


 


B.                                     Participating
Carrier shall load contracted or negotiated fares into the WORLDSPAN System.  Fares to be loaded are at Participating
Carrier’s discretion.  Participating
Carrier shall be responsible for maintaining the accuracy of all data in
SecuRate AIR for Airlines.


 

















 


C.                                     Participating
Carrier shall negotiate fares directly with the WORLDSPAN User and advise the
WORLDSPAN User of applicable security codes required to access the fares.  Participating Carrier shall be solely
responsible for designating those WORLDSPAN Users who are permitted to access
fares loaded by Participating Carrier in SecuRate AIR for Airlines.


 


D.                                    The
LNIATAs that shall be used to maintain the data in SecuRate AIR for Airlines
are designated by Participating Carrier as follows:


 




	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


E.                                      Participating
Carrier consents to the use of SecuRate AIR for Airlines by WORLDSPAN Users as
set forth in this Addendum.


 


3.                                       RESPONSIBILITIES OF WORLDSPAN


 


A.                                   WORLDSPAN
shall make SecuRate AIR for Airlines available to the LNIATAs designated by
Participating Carrier.


 


B.                                     WORLDSPAN
shall provide Participating Carrier with a SecuRate AIR for Airlines manual at
no charge to Participating Carrier.


 


4.                                       FEES


 


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


 


5.                                       TERM


 


This Addendum shall
become effective on the date signed 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.


 


6.                                       GENERAL PROVISIONS


 


A.                                   WORLDSPAN
reserves the right to restrict Participating Carrier’s access to SecuRate AIR
for Airlines for any reason.


 


2

















 


B.                                     WORLDSPAN
reserves the right to limit, modify, suspend, or discontinue any SecuRate AIR
for Airlines service at any time at WORLDSPAN’s sole discretion.


 


C.                                     WORLDSPAN
shall not be held liable for fare discrepancies resulting from Participating
Carrier’s use of SecuRate Air for Airlines. 
Fare discrepancies are to be resolved between Participating Carrier and
the WORLDSPAN User.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Addendum to be executed by their duly
authorized undersigned representatives as of
                      ,
199    .


 


	
  PARTICIPATING CARRIER

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
  Northwest
  Airlines, Inc.

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  A.M. Lenza

  	
   

  	
  By:

  	
  /s/ Richard A. Lee

  	
   

  
	
  Name:

  	
  A.M.
  Lenza

  	
   

  	
   

  	
  Richard A. Lee

  
	
  Title:

  	
  Managing
  Director

  	
   

  	
   

  	
  Director - Airline Industry Marketing

  
							



 


3

















 


WORLDSPAN

ADDENDUM - SUPPLEMENTAL SERVICES

WORLDGroup


 


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
product called “WorldGroup,” that allows WORLDSPAN Users to
request and manage blocked space from participating carriers.


 


Participating Carrier
wishes to participate in WORLDGroup.


 


NOW, THEREFORE, it
is agreed:


 


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:


 


Block Name
shall mean at least three (3) but no more than nine (9) alphanumeric characters
that Participating Carrier may require when blocked space is requested.  (The Block Name is frequently used to
further define a group; e.g., by corporate or club name.)


 


Block Type
shall mean a code consisting of three (3) alphanumeric characters assigned by
Participating Carrier to reference booking, payment, ticketing and other review
dates and release dates for blocked space.


 


Block Type Table
shall mean the table established for and referenced by the Block Type.  The Block Type Table lists Participating
Carrier’s Block Types and pertinent information about each Block Type.


 


WORLDGroup Inventory
Record shall mean the record created in the WORLDSPAN System
that stores requests for and inventory of blocked space.  WORLDGroup Inventory Records requesting blocked
space are automatically queued to Participating Carrier’s WORLDSPAN queues.


 


WORLDGroup PNR
shall mean a PNR containing at least one Booking sold from the inventory stored
in a WORLDGroup
Inventory Record.


 

















 


WORLDGroup Security
Table shall mean the table designating WORLDSPAN Users
allowed to sell a specific Block Type.


 


2.                                       RESPONSIBILITIES OF PARTICIPATING CARRIER


 


A.                                   In
order to participate in WORLDGroup, Participating Carrier must have
access to the WORLDSPAN System through WORLDSPAN Equipment or as otherwise
permitted by WORLDSPAN including but not limited to Special Access and WORLD
DIAL LINK.  Equipment and communications
costs are at the sole expense of Participating Carrier as governed by the
applicable WORLDSPAN agreements or addenda.


 


B.                                     Participating
Carrier shall provide written notice to WORLDSPAN of those WORLDSPAN Users who
will be permitted to use WORLDGroup.


 


C.                                     Participating
Carrier shall establish Block Type Tables and WORLDGroup Security Tables.  Participating Carrier shall be responsible
for maintaining the accuracy of all data in these tables.


 


D.                                    Participating
Carrier shall be responsible for advising WORLDSPAN Users of applicable Block
Types and Block Names.


 


E.                                      Participating
Carrier shall respond to block space requests in a WORLDGroup Inventory Record
received on the WORLDSPAN queue within four (4) hours of receipt of request
made during normal business hours, e.g., 8:30 a.m.  through 5:00 p.m.  local
time of Participating Carrier’s offices, Monday through Friday.  Participating Carrier shall respond to
requests received after 5:00 p.m.  or on
weekends prior to 12:00 noon of the next business day.


 


F.                                      Participating
Carrier shall develop the necessary programming in Participating Carrier’s
system to process booking messages from WORLDGroup PNRs at a level
consistent with the participation level chosen by Participating Carrier
pursuant to the Agreement or any applicable addendum.


 


G.                                     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 WORLDGroup capability
including, but not limited to, common language translation.  Should changes to Participating Carrier’s
programs require WORLDSPAN to make programming changes to any WORLDGroup processing,
including but not limited to booking messages, Participating Carrier agrees to
reimburse WORLDSPAN for the cost of such changes at WORLDSPAN’s then prevailing
rates and terms.


 


H.                                    Participating
Carrier consents to the use of WORLDGroup by WORLD SPAN Users as set forth in
this Addendum.


 


2

















 


3.                                       RESPONSIBILITIES OF WORLDSPAN


 


A.                                   WORLDSPAN
shall provide Participating Carrier with appropriate technical/functional
specifications for WORLDGroup.


 


B.                                     WORLDSPAN
shall provide Participating Carrier a WORLDGroup for Airlines
manual at no charge to Participating Carrier.


 


4.                                       FEES


 


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


 


5.                                       TERM


 


This Addendum shall
become effective on the date signed 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.


 


6.                                       GENERAL PROVISIONS


 


A.                                   WORLDSPAN
reserves the right to restrict Participating Carrier’s access to WORLDGroup for
any reason.


 


B.                                     WORLDSPAN
reserves the right to limit, modify, suspend, or discontinue any WORLDGroup service
at any time at WORLDSPAN’s sole discretion.


 


3

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Addendum to be executed by their duly
authorized undersigned representatives as of
                         199   .


 


	
  PARTICIPATING CARRIER

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Northwest Airlines, Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ A. M. Lenza

  	
   

  	
  By:

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Director

  
	
  Title:
  

  	
  Managing Director

  	
   

  	
   

  	
  Airline Industry Marketing

  	
   

  



 


4

















 


WORLDSPAN

ADDENDUM - SUPPLEMENTAL SERVICES


 


Restrict Name
Change


 


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 restrict name changes to Passenger Name
Records (“PNRs”) created by WORLDSPAN Users for Participating Carrier’s
flights.  Participating Carrier wishes
to use Restrict Name Change.


 


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


 


1.                                       DEFINITIONS


 


Restrict Name
Change shall mean the capability to restrict name changes in
PNRs.  Restrict parameters may include:
surname (the last name of the passenger), given name (the first name of the
passenger), frequent flyer number (if applicable) or specific class of service
that the WORLDSPAN System supports.


 


Restrict Name
Chance Table shall mean a table which consists of all of the
information to permit the Restrict Name Change functionality.


 


2.                                       RESTRICT NAME CHANGE FUNCTIONALITY


 


A.                                   Restrict
Name Change will be invoked regardless of the segment status code in the air
segment if Participating Carrier participates in Restrict Name Change.


 


B.                                     Reducing
the number in a party in a PNR will not invoke Restrict Name Change.


 


C.                                     Prior
to initial End Transaction name changes are permitted.  After initial End Transaction, name change
restrictions will apply.


 


D.                                    Cloning
PNRs (PNRs which are recreated from an existing PNR), WORLDGroup PNRs (with or without
the C/header), and Customized Name Data (information that is attached to the
name field for purposes such as accounting data) will be excluded from Restrict
Name Change.  Restrict Name Change will
not apply to any ALPHA/ type PNRs (a


 

















 


PNR which is created with a header such as C/, S/, W/, etc.).  WORLDSPAN Users will not be permitted to
override the Restrict Name Change.


 


E.                                      Participating
Carrier can view and update the Restrict Name Change Table using WORLDSPAN
formats as shown in EXHIBIT A attached hereto.


 


3.                                       TRANSMISSION EFFECTIVE DATE


 


Indicate when
Participating Carrier will be ready to accept Restrict Name Change:


 


ý                                    Participating
Carrier is able to accept Restrict Name Change effective (date):   4/4/00


 


o                                    Participating
Carrier will send a teletype message to HDQASIP and MKCRW1P advising WORLDSPAN
of the date Participating Carrier is able to accept Restrict Name Change.


 


4.                                       RESTRICT NAME CHANGE SELECTIONS


 


Participating Carrier
requests the following Restrict Name Change selections:


 


ý                                    Restrict
any surname change for any name field in the PNR.


 


o                                    Restrict
any given name change for any name field in the PNR.


 


o                                    Restrict
surname change for any name field if frequent flyer information exists in the
SSR field.


 


o                                    Restrict
given name information for any name field if frequent flyer information exists
in the SSR field.


 


o                                    Restrict
surname change if the class of service in the itinerary matches a certain class
of service identified specifically by Participating Carrier.


 


**Please specify which
classes of service you wish to restrict:


 


o                                    Restrict
given name change if the class of service in the itinerary matches a certain
class of service identified specifically by Participating Carrier.


 


**Please specify which
classes of service you wish to restrict:


 


2

















 


NOTE: Restrictions
prevent partial or complete name changes.


 


5.                                       RESPONSIBILITIES OF PARTICIPATING CARRIER


 


A.                                   Participating
Carrier shall be responsible for adding and/or deleting name change
restrictions in the Restrict Name Change Table in the WORLDSPAN System via
their WORLDSPAN co-host terminal.  If
Participating Carrier does not have access to a WORLDSPAN co-host terminal,
Participating Carrier may request WORLDSPAN to make such updates on
Participating Carrier’s behalf.


 


B.                                     Participating
Carrier shall be responsible for adding and/or deleting any WORLDSPAN User to
Participating Carrier’s Restrict Name Change Exemption Table via their
WORLDSPAN Co-Host terminal in order to permit that User to make name
changes.  If Participating Carrier does
not have access to a WORLDSPAN co-host terminal, Participating Carrier may
request WORLDSPAN to make such updates on Participating Carrier’s behalf within
two business days of such request.  A
maximum of six (6) WORLDSPAN Users will be permitted as exemptions in the
initial setup.


 


C.                                     Participating
Carrier shall list their Restrict Name Change selection information from the
above Section 4 in Participating Carrier’s WORLDSPAN GRS.  If Participating Carrier does not currently
participate in the WORLDSPAN GRS, it will be necessary to complete the
WORLDSPAN ADDENDUM - SUPPLEMENTAL SERVICES GLOBAL REFERENCE SYSTEM.


 


6.                                       RESPONSIBILITIES OF WORLDSPAN


 


A.                                   WORLDSPAN
will create a Restrict Name Change Table in the WORLDSPAN System to be used by
carriers participating in Restrict Name Change.  The Restrict Name Change Table will be displayed with parenthesis
for all participating carriers displaying their own table and specific
WORLDSPAN locations.  The updates to the
Restrict Name Change table will be restricted by specific city sines and duty
codes in each partition within the WORLDSPAN System.


 


B.                                     WORLDSPAN
reserves the right to limit, modify, suspend, or discontinue any WORLDSPAN
System Restrict Name Change service at any time at the sole discretion of
WORLDSPAN.


 


7.                                       FEES


 


A.                                   Participating
Carrier agrees to pay a one-time set-up fee of Two Thousand Five Hundred
Dollars (USD S2,500.00) to participate in Restrict Name Change.


 


B.                                     If
Participating Carrier does not have access to a WORLDSPAN co-host terminal,
Participating Carrier shall pay an additional monthly fee of Two Hundred Dollars


 


3

















 


(USD $200.00) for WORLDSPAN to maintain and update Participating
Carrier’s Restrict Name Change Table.


 


8.                                       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 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.


 


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 May 18, 2000.


 


	
  PARTICIPATING CARRIER

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
  Northwest Airlines

  	
   

  	
   

  
	
  (Carrier
  Name)

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Elizabeth A. Nichols

  	
   

  	
  By:

  	
  /s/
  Lawrence J. Curcuru

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
  Elizabeth A. Nichols

  	
   

  	
   

  	
  Lawrence
  J. Curcuru

  Manager

  Airline and Served Affiliate Sales and

  Marketing

  
	
  (Name)

  	
   

  
	
   

  	
  Manager - Distribution Systems

  	
   

  	
   

  
	
  (Title)

  	
   

  



 


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EXHIBIT A

WORLDSPAN RESTRICT NAME CHANGE


 


ENTRIES:                                         KRN*NW                                        Displays Name Restriction Table - for
airlines, would be in update mode, airline code


                                                                                                                            is required


 


                                                              KRN*H                                                  Displays history for the Name Restriction Table
for the  airline making the entry


 


NAME CHANGE
RESTRICTION TABLE - (in update mode)


 


>KRN
NAME CHANGE RESTRICTION FOR CARRIER NW ^


ANY
SURNAME CHANGE (N)   ANY GIVEN NAME CHANGE   (N)


A


FREQUENT
FLYER PARTICIPANT ^


ANY
SURNAME CHANGE (N)   ANY GIVEN NAME CHANGE   (N)


B


CLASS
OF SERVICE ^


ANY
SURNAME CHANGE (N)   ANY GIVEN NAME CHANGE   (N)


C


(                                                                                                                                                                                                                                                                                            )


(                                                                                                                                                                                                                                                                                            )


REMARKS


 


ENTRIES TO
EXEMPT SUBSCRIBERS


 


KRNE/A2B-1P/1234567-lP                                  ADD MULTIPLE
EXEMPTIONS FOR A SID/PCC AND IATA IN 1P


 


KRNE@A2B-IP/1234567-1P                               DELETE MULTIPLE
EXEMPTIONS FOR A SID/PCC AND IATA IN lP


 


KRNE*                                                                   DISPLAY OF
EXEMPTION FOR AAA - shows all the exemptions the airline has designated


 


KRNE*-H                                                              DISPLAY OF
HISTORICAL EXEMPTION - history of exemption


 


A
subscriber may NOT emulate an exempted PCC to get around name change
restrictions.


Deletion
of a name and then addition of a new name does constitute a name change and
restrictions would be applied accordingly.


 


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