Exhibit 10.41


 


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)  o                     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)  ý                     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:


 


American Airlines, Inc.


c/o Manager Product
Display


4333 Amon Carter Blvd.


Ft. Worth, Texas 76155


(817) 967-2609


 


Teletype:  HDQPXAA


Facsimile:  817-967-9955


ATTN:  Barbara J. Kotowski


 


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


 


ARTICLE
XVIII.   MISCELLANEOUS


 


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


 


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


 


17

















 


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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  American Airlines, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Barbara R. Amster

  	
   

  	
   

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
  Barbara R. Amster

  	
   

  	
  Richard A. Lee

  
	
  Title:

  	
  Vice President - Pricing and

  	
   

  	
  Director-Airline and

  
	
   

  	
  Yield Management

  	
   

  	
  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 definitions set
forth on Article 1.1 for each of the following terms is deleted and replaced
and superceded as follows:


 


Affiliated CRS
shall mean a CRS that is owned or operated by Participating Carrier in whole or
in part, directly or indirectly, or as marketed, sold or installed by
Participating Carrier or any of its Affiliates.  The foregoing notwithstanding, so long as Participating Carrier
owns less than fifty percent (50%) of the equity in such CRS, that CRS shall
not be considered an Affiliated CRS for purposes of this Agreement.


 


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.


 


Confidential
Information shall mean any data processing documentation or
other trade secret or proprietary information supplied by either party to the
other with respect to the operation of its reservation system, in any form and
any and all copies thereof, and any other materials that are marked as
“confidential”, except:  (i) information
known by the receiving party prior to disclosure by the owning party, (ii)
information developed by the receiving party independent of any confidential
materials provided by the owning party, (iii) information which is widely known
or publicly available in the relevant trade or industry, or (iv) information
that is obtained from a third party without restriction.


 


2.             A.            The
third sentence of Article 2.1 is hereby deleted and replaced and superceded by
the following new sentence: 
“Participating Carrier will provide WORLDSPAN Users with any
improvements, enhancements or functions related to


 

















 


Participating Carrier’s
reservations services that are offered to users of any other CRS on terms and
conditions comparable to those agreed to between Participating Carrier and such
other CRS.”


 


B.            Article 2.1 is further
amended by the addition of a new sentence at the end of the existing Article
2.1 as follows:  “Notwithstanding the
foregoing, Participating Carrier shall not be obligated to provide WORLDSPAN
Users with any service that cannot be provided because of a technical
limitation or deficiency in the WORLDSPAN System.”


 


3.             A.            The first sentence of Article 2.3 is hereby
deleted and replaced and superceded as follows: “Participating Carrier will not
close its flights to WORLDSPAN Users in a given country on a less favorable
basis than it uses to close flights to users of any Third Party System in that
given country.”


 


B.            The third sentence of
Article 2.3 is hereby deleted and replaced and superceded as follows: “Unless
otherwise agreed, Participating Carrier will accept sales by WORLDSPAN users to
a maximum of (4) four seats per transaction until receipt by WORLDSPAN of a
flight/class/segment/date/AVS closing message.”


 


4.             The first sentence of
Article 2.4 is hereby deleted and replaced and superceded as follows:
“Participating Carrier will use reasonable business efforts to ensure that its
reservation system complies with the interline procedures and message format
set forth in SIPP, AIRIMP and any amendments thereto.”


 


5.             The last sentence of
Article 2.4 is hereby deleted and replaced and superceded as follows:
“Participating Carrier will review rejected messages and, where justified by
volume, investigate methods of reducing such rejected messages.”


 


6.             Article 2.5 is hereby
amended by the addition of a new sentence at the end of the existing Article
2.5 as follows:  “Notwithstanding the foregoing,
it is expressly agreed that Participating Carrier shall not be in default of
its obligations in this Article 2.5 with regard to Transportation Documents
produced by WORLDSPAN User bearing an “OK” status which were created by
entering the segment into the WORLDSPAN System as an “HK” or “GK” segment when
no corresponding space had been reserved in Participating Carriers internal
reservation system.”


 


7.             The penultimate
sentence of Article 2.7 is hereby deleted and replaced and superceded as
follows: “WORLDSPAN shall use its best efforts to obtain such authorizations in
accordance with the procedures specified by or on behalf of Participating
Carrier and by or on behalf of the credit or debit card issuer.”


 


8.             The second sentence of Article 2.9 is hereby
deleted and replaced and superceded as follows: “Participating Carrier
authorizes WORLDSPAN Users to automatically validate Transportation Documents
on its behalf in any territory where, at any time during the term of this
Agreement, Participating Carrier is or becomes a member of any neutral
ticketing


 


2

















 


scheme
or program in which WORLDSPAN is directly, or indirectly through a WORLDSPAN
Carrier, a system provider.”


 


9.             Article 2.10 is hereby deleted and replaced and
superceded as follows: “Participating Carrier agrees that it will not
unlawfully discriminate against any WORLDSPAN User on account of that user’s
selection, possession or use of a WORLDSPAN System.”


 


10.           Article 2.11 is hereby deleted and replaced and
superceded as follows:  “Except as
provided in Article 10.4, 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 or setoff.”


 


11.           Article 3.1 is hereby amended by the addition of
a new sentence at the end of the existing Article 3.1 as follows:  “With regard to any discrete obligation of
Participating Carrier to provide reservation services pursuant to Article 2.1;
to process sales of Participating Carrier flights pursuant to Article 2.3; or
to provide information with regard to its fares pursuant to this Article 3.1,
such obligation shall be suspended in the event that Participating Carrier
demonstrates: (a) such obligation cannot be performed because of some technical
limitation; or (b) performance of such obligation with respect to WORLDSPAN
would be substantially more expensive on a cost per unit basis than its
performance of such obligation with regard to a Third Party System.”


 


12.           The second sentence of Article 3.2 is hereby
deleted and replaced and superceded as follows: “Participating Carrier
acknowledges that to provide such pricing assistance, it may be necessary to
acquire certain equipment from WORLDSPAN or from a third party supplier whose
equipment is approved for use with the WORLDSPAN System.”


 


13.           The last sentence of Article 3.2 is hereby
amended and replaced and superceded as follows: “WORLDSPAN disclaims any
liability with respect to the services and fares provided by the Participating
Carrier pursuant to this Article 3.2.”


 


14.           The first and second sentences of Article 4.2 are
hereby deleted and replaced and superceded as follows:  “WORLDSPAN agrees that the WORLDSPAN System
will comply in all material respects 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 (including the
WORLDSPAN Carriers) and without regard to the identity of the carrier.”


 


15.           Article 4.3 is hereby
deleted and replaced and superceded with a new Article 4.3 as follows:


 


3

















 


4.3.          WORLDSPAN will display
Participating Carrier direct and connecting services, and subject to technical
limitations, shall load information and fares on Participating Carrier’s
flights, according to the same criteria as these applied to the services of the
WORLDSPAN Carriers.  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 unlawfully discriminates in the display, loading
and distribution of the flights and services of any WORLDSPAN Carrier that has
executed a Sabre Participating Carrier Distribution and Services Agreement, but
only for the period of time that such WORLDSPAN Carrier is subject to such
unlawful discrimination.


 


16.           Article 4.4 is hereby
amended by the addition of a new sentence at the end of the existing Article
4.4 as follows:  “Notwithstanding the
foregoing, WORLDSPAN will not limit the information currently provided to
Participating Carrier pursuant to this Article 4.4 unless required by law.”


 


17.           A. The first sentence
of Article 4.6 is hereby deleted and replaced and superceded as follows:
“WORLDSPAN retains the right to enhance or modify, in whole or in part, the
WORLDSPAN System at its discretion, but only without regard to carrier
identity.”


 


B.            Article 4.6 is further
amended by the addition of a new sentence at the end of the existing Article
4.6 as follows:  “The foregoing
notwithstanding, during the above described migration period, WORLDSPAN will
use its best efforts to insure that Participating Carrier will be provided
substantially the same level of services provided prior to such migration
period. During such migration period, WORLDSPAN will use best efforts to
prevent any limitation, restriction or modification of any functionality or
service to the material detriment of Participating Carrier, and such migration
will be implemented with regard to all WORLDSPAN participating carriers,
including WORLDSPAN Carriers, in a non-discriminatory fashion.”


 


18.           Article 4.7 is hereby
deleted and replaced and superceded with a new Article 4.7 as follows:


 


4.7.          Upon receipt of
documented evidence from Participating Carrier of a history of instances of
speculative bookings or other related abusive practices by a WORLDSPAN User
involving the sale of Participating Carrier air transportation services,
WORLDSPAN shall, if warranted after reasonable investigation, assist
Participating Carrier by initiating appropriate timely and reasonable remedial
measures against such WORLDSPAN User. WORLDSPAN will also provide, in its
standard form of agreement with each WORLDSPAN User, that speculative booking
and the use of passive bookings codes when no corresponding space has


 


4

















 


been reserved in a
participating carrier’s system are prohibited and constitute a breach of the
agreement between WORLDSPAN and the WORLDSPAN User.


 


19.           Article 5.2(b) is
hereby deleted and replaced and superceded with a new Article 5.2(b) as
follows: “(b) Under option i, status codes CR, CC, CN, CS and CL will cause a
flight/segment/class/date to be closed in accordance with SIPP 105.200 and/or
AIRIMP 4.  Status code AS will reopen
the flight/segment/class/date.”


 


20.           Article 5.4(a) and
Article 5.4(c) are hereby deleted and replaced and superceded as follows:


 


(a)           Participating Carrier
provides not less than sixty (60) days prior written notice of its election not
to participate in the WORLDSPAN System as then provided to Home Users; . . .


 


(c)           Participating Carrier
pays WORLDSPAN its then prevailing charge for the removal of Participating Carrier
from the WORLDSPAN System as provided to Home Users, which charge will be no
more than WORLDSPAN’s cost for such removal.


 


21.           The penultimate
sentence of Article 7.1 is hereby deleted and replaced and superceded as
follows:  “In the event that WORLDSPAN
implements a separate charge for any Additional Service, WORLDSPAN shall give
not less than one hundred twenty (120) days written notice to Participating
Carrier prior to the effective date of the implementation of a charge for such
service.”


 


22.           Article 8,2 is hereby
amended by the addition of a new sentence at the end of the existing Article
8.2 as follows:  “The foregoing
notwithstanding, Participating Carrier shall not be in default of its
obligation to make timely payments for delays caused by or resulting from the
failure of the clearinghouse to timely remit funds to WORLDSPAN.”


 


23.           Article 8.3 is hereby
deleted and replaced and superceded as follows:


 


8.3.          In the event of any
other breach of this Agreement by either party, the non-defaulting party may
terminate this Agreement without further liability fifteen (15) days following
the written notice of such termination; provided, however, that the defaulting
party shall have said 15-day period to cure such breach.


 


24.           Article 10.1 is hereby
deleted and replaced and superceded as follows: “WORLDSPAN (or a WORLDSPAN
Carrier acting on behalf of WORLDSPAN until such time as WORLDSPAN is able to
collect payments through the clearinghouse in its own name) 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


 


5

















 


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 for the purpose of the settlement of funds as provided
herein. WORLDSPAN agrees that Participating Carrier will be charged only once
for a Booking or other chargeable transaction regardless of collection on
behalf of WORLDSPAN by a WORLDSPAN Carrier or for any other reason.


 


25.           Article 10.2 is hereby
deleted and replaced and superceded as follows:


 


10.2.        In the event that
WORLDSPAN elects to suspend services pursuant to Article 8.2, then WORLDSPAN
shall reestablish the suspended service, upon Participating Carrier’s delivery
to WORLDSPAN of 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 reasonably necessary by WORLDSPAN to secure an estimated one (1)
month of charges pursuant to this Agreement. In the event that Participating
Carrier makes a cash deposit to WORLDSPAN pursuant to this Article 10.2, such
cash deposit shall be placed in an interest bearing money market account and
interest on such account shall be accumulated and paid to Participating Carrier
semiannually.


 


Participating
Carrier will indemnify WORLDSPAN for any income tax due on the interest so paid
to Participating Carrier. If Participating Carrier pays WORLDSPAN timely for
twelve (12) months following the delivery of a deposit, letter of credit or
surety bond pursuant to this Article 10.2, then such deposit, letter of credit
or surety bond shall be returned to Participating Carrier or cancelled, as
appropriate.


 


26.           Article 10.4 is hereby
deleted and replaced and superceded as follows:


 


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 twelve (12) months of the date of
the disputed WORLDSPAN invoice.  Such
written notice shall include Participating Carrier’s explanation or reason for
dispute, and Participating Carrier 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 sixty (60) days following receipt of
Participating Carrier’s notice of dispute, in accordance


 


6

















 


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 twelve (12) months of the date of the invoice
shall constitute a waiver by Participating Carrier of any alleged inaccuracy.


 


27.           Article 12.2 is hereby
deleted. and replaced and superceded as follows:


 


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 OR CONSEQUENTIAL 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.


 


28.           Article 12 is further
amended by the addition of a new Article 12.3 as follows:


 


12.3         WORLDSPAN shall defend,
indemnify and hold harmless Participating Carrier, its 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 Participating Carrier, its affiliates, officers, directors, employees or
agents by reason of or in connection with WORLDSPAN’s performance or failure to
perform, or improper performance of any of its obligations under this Agreement
or WORLDSPAN’s infringement of any third party’s copyright or patent interest
arising under the laws of the United States.


 


7

















 


29.           The sixth sentence of
Article 13.2 is hereby deleted and replaced and superceded as follows: “In the
event that Participating Carrier accepts from WORLDSPAN any software that is
directly or indirectly provided by any third party, and Participating Carrier
is provided with the terms of such software license, Participating Carrier
agrees that it will abide by such terms imposed by that third party regarding
the use of such software.


 


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


 


31.           Article 17.1 is hereby
amended to provide that a copy of any notice provided by WORLDSPAN to
Participating Carrier shall also be provided as follows: American Airlines,
Inc., ATTN:  Corporate Secretary,
MD5675, P.O. Box 619616, Dallas/Ft. Worth Airport, Dallas, Texas 75261-9616,
Facsimile: (817) 967-2937.


 


32.           Article 18.2 is hereby
deleted and replaced and superceded as follows:


 


18.2.        Except for those instances
in the normal course of business where WORLDSPAN simply identifies
Participating Carrier as a participant in the WORLDSPAN System, or those
instances where Participating Carrier merely discloses that it is a
participating carrier in the WORLDSPAN System, neither party shall make any use
of the other party’s corporate name, logo, trademarks or servicemarks without
the prior written consent of the other party.


 


33.           The parties agree that
the Addendum-Supplemental Services AccessPLUS executed as of February 1, 1991
as a part of the Agreement is amended as follows:


 


A.            Section 2.E. is hereby
amended by the addition of a new sentence at the end of the existing Section
2.E. as follows:  “In the event that
technical performance of WORLDSPAN consistently results in a material delay in
forwarding all “LK” messages to Participating Carrier on a timely basis, and
such delays continue to occur periodically for a period of at least sixty (60)
days after notice to WORLDSPAN, then WORLDSPAN and Participating Carrier shall
modify their agreement in this Section 2.E. with respect to Participating
Carrier’s obligations to automatically accept and confirm flights involving
delayed messages.”


 


B.            Section 2.F.(ii) is
hereby deleted and replaced and superceded as follows: “(ii) Participating
Carrier has not returned the booking or sent a US/UC message to the WORLDSPAN
System that generated 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, this subclause (ii) shall not apply with
respect to “LE” or “DK” bookings.”


 


8

















 


34.           Section 2.H. is hereby
amended by the addition of a new sentence at the end of the existing Section
2.H. as follows:  “WORLDSPAN agrees that
any charges to Participating Carrier pursuant to this Section 2.H shall be at a
mutually agreeable rate.”


 


35.           The Addendum-Supplemental
Services DRS/GRS executed as of February 1, 1991, in connection with the
Agreement is hereby amended as follows:


 


A.            Section 2.D. is hereby
amended by the addition of a new sentence at the end of the existing Section
2.D. as follows:  “The foregoing
notwithstanding, Participating Carrier shall not be responsible for any loss or
liability caused by WORLDSPAN.”


 


B.            The first sentence of
Section 4 is hereby deleted and replaced and superceded as follows: “This
Addendum shall become effective on February 1, 1991, and shall continue in
effect for a minimum of six (6) months.”


 


36.           The
Addendum-Supplemental Services Marketing Information Data Tape (MIDT) executed
as of February 1, 1991, in connection with the Agreement is hereby amended as
follows:


 


A.            Section 2.a. is hereby
deleted and replaced and superceded as follows:  “a. WORLDSPAN shall begin supplying the selected MIDT to
Participating Carrier as soon as practical but in no event more than ninety
(90) days following receipt of this Addendum signed by Participating Carrier.”


 


B.            The last sentence of
Section 2.b. is hereby deleted and replaced and superceded as follows:
“WORLDSPAN reserves the right to modify any or all components of the format of
any of the MIDT from time to time on ninety (90) days prior written notice to
Participating Carrier.”


 


C.            The first sentence of
Section 5. is hereby deleted and replaced and superceded as follows: “This
Addendum shall become effective on February 1, 1991, and shall continue in
effect for a minimum of three (3) months.”


 


37.           The
Addendum-Supplemental Services Seat Selection/Boarding Pass executed as of
February 1, 1991, in connection with the Agreement is hereby amended as
follows:


 


A.            Section 2.C. is hereby
deleted and replaced and superceded as follows:


 


C.            WORLDSPAN reserves the
right to limit, modify, suspend or discontinue any WORLDSPAN System seat
selection and/or boarding pass services at any time at WORLDSPAN’s sole
discretion following not less than thirty (30) days’ prior written notice to
Participating Carrier.


 


9

















 


38.           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 February 1, 1991.


 


 


	
  PARTICIPATING
  CARRIER

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
  American Airlines, Inc.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Barbara R. Amster

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
  TITLE:

  	
  Vice President Pricing & Yield

  Management

  	
   

  	
  Richard A. Lee

  Director-Airline & Associates Sales

  
						



 


10

















 


AMENDMENT TO THE WORLDSPAN ADDENDUM — SUPPLEMENTAL SERVICES
ACCESSPLUS


 


THIS Amendment to
the WORLDSPAN Addendum — Supplemental Services AccessPLUS (“Amendment”) is made
and effective the 15th day of February, 2001 by and between
WORLDSPAN, L.P., a Delaware limited partnership, located at 300 Galleria
Parkway, N.W., Atlanta, Georgia 30339 (“WORLDSPAN”) and Participating Carrier
identified below.


 


WHEREAS, WORLDSPAN
and Participating Carrier entered into that WORLDSPAN Addendum — Supplemental
Services — AccessPLUS (the “Addendum”) dated the 1st of February,
1991.


 


WHEREAS, WORLDSPAN
and Participating Carrier now desire to amend the Addendum.


 


NOW, THEREFORE, it
is agreed:


 


1.             The Addendum is
hereby amended by the addition of one or more Schedule D “Development and
Implementation” documents.


 


2.             Article D
of the Schedule D dated 15th, February is hereby replaced with the
following:


 


a.             1.             Upon the completion of development,
Participating Carrier shall pay a one-time implementation fee of Zero US
Dollars ($0) for the development and implementation of Interactive
Seat Selection (Clone).


 


                In the event that
development exceeds Four Hundred and Fifty (450) hours, then WORLDSPAN
reserves the right to charge Participating Carrier for the cost of such changes
at WORLDSPAN’s then prevailing rates, terms and conditions, which shall be due
and payable upon project completion.


 


3.             Except to the extent
the Addendum is amended herein, the Addendum remains 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 day and year first written
above.  


 


	
  Participating
  Carrier:

  	
  WORLDSPAN,
  L.P.:

  
	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Kevin E. Sams

  	
   

  	
  By:

  	
  /s/ Lawrence J.
  Curcuru

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Kevin E. Sams

  	
   

  	
   

  	
  Lawrence J. Curcuru

  
	
   

  	
  (Name)

  	
   

  	
   

  	
  Manager

  
	
   

  	
  Manager, CRS Distribution

  	
   

  	
   

  	
  Airline Sales and Marketing

  
	
   

  	
  (Title)

  	
   

  



 


2

















 


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

  	
   

  	
   

  
	
  BRA

  	
   

  	
  BRA

  	
   

  	
  A.  Direct
  Access only

  
	
  BRA

  	
   

  	
  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.


 


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


 


2

















 


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 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


 


3

















 


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.


 


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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  American Airlines, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Barbara R. Amster

  	
   

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
  TITLE:

  	
  Vice President - Pricing & Yield

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
  Management

  	
   

  	
   

  	
  Director-Airline & Associates Sales

  
							



 


4

















 


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


 


o            Manual segment sell


o            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:


Address:


 


Phone:


Fax:


Teletype:


 


Completed document
specifications should be returned to:


 


For the PARS
System:


 


Project Manager —
AccessPLUS

Special Systems Development

WORLDSPAN

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

WORLDSPAN

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.


 

















 


Schedule D

Development And Implementation


 


	
  Main Customer Number: 168085

  



 


This Schedule D to the Worldspan Addendum - Supplemental Services
ACCESSPLUS (“Schedule D”), is made and effective the 7th day of
November, 2001.  This Schedule D applies
only to the development and implementation of the products selected below.


 


A.            DEFINITIONS


 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Interactive
Frequent Traveler Name and Number Verification shall mean the
capability of Worldspan Users to directly access Participating Carrier’s system
in real time mode to


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


Seat Map via
Edifact shall mean the capability of Worldspan Users to view
a Participating Carrier’s seat map in the Worldspan system via Edifact.


 


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


 


B.            PRE-REQUISITES


 


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


 

















 


1.             Direct Sell requires
participation in Direct Access.


2.             AIRLINE SOURCE
requires participation in Direct Sell.


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


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


 


C.            DEVELOPMENT AND
IMPLEMENTATION FEES


 


1.             Participating Carrier
shall pay a one-time implementation fee per product as selected below. In the
event that development and implementation exceeds the maximum hours allocated
for that product, then Worldspan reserves the right to charge Participating
Carrier, and Participating Carrier agrees to pay, for the cost of any
additional hours at the rate of Ninety-one Dollars ($91.00) per hour, which
shall be due and payable upon project completion.


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


 


	
  Product

  	
   

  	
  Implementation

  Fee

  	
   

  	
  Allocated

  Hours

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o
  Direct Response

  	
   

  	
  none

  	
   

  	
  n/a

  	
   

  
	
  o
  Direct Access — Clone

  	
   

  	
  $

  	
  24,500.00

  	
   

  	
  350

  	
   

  
	
  o
  Direct Access — Full

  	
   

  	
  $

  	
  49,000.00

  	
   

  	
  700

  	
   

  
	
  o
  Direct Access Availability via EDIFACT — Clone

  	
   

  	
  $

  	
  41,000.00

  	
   

  	
  450

  	
   

  
	
  o
  Direct Access Availability via EDIFACT — Full

  	
   

  	
  $

  	
  81,900.00

  	
   

  	
  900

  	
   

  
	
  o
  Direct Sell — Clone

  	
   

  	
  $

  	
  24,500.00

  	
   

  	
  350

  	
   

  
	
  o
  Direct Sell — Full

  	
   

  	
  $

  	
  49,000.00

  	
   

  	
  700

  	
   

  
	
  o
  Direct Sell Conversion to EDIFACT

  	
   

  	
  $

  	
  72,800.00

  	
   

  	
  800

  	
   

  
	
  o
  AIRLINE SOURCE — Clone

  	
   

  	
  $

  	
  28,000.00

  	
   

  	
  400

  	
   

  
	
  o
  AIRLINE SOURCE — Full

  	
   

  	
  $

  	
  49,000.00

  	
   

  	
  700

  	
   

  
	
  o
  Married Segment Logic

  	
   

  	
  $

  	
  50,100.00

  	
   

  	
  550

  	
   

  
	
  o
  Selective Polling

  	
   

  	
  $

  	
  18,200.00

  	
   

  	
  200

  	
   

  
	
  ý
  Complete Booking Record

  	
   

  	
  11,000.00

  	
   

  	
  250

  	
   

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

  	
   

  	
  $

  	
  27,300.00

  	
   

  	
  300

  	
   

  
	
  o
  Inbound SSM

  	
   

  	
  $

  	
  11,800.00

  	
   

  	
  130

  	
   

  
	
  o
  Interactive Waitlist

  	
   

  	
  $

  	
  11,800.00

  	
   

  	
  130

  	
   

  
	
  o
  Point of Sale

  	
   

  	
  $

  	
  11,800.00

  	
   

  	
  130

  	
   

  
	
  o
  Interactive Seat Selection — Clone

  	
   

  	
  $

  	
  41,000.00

  	
   

  	
  450

  	
   

  



 

















 


	
  Product

  	
   

  	
  Implementation

  Fee

  	
   

  	
  Allocated

  Hours

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o
  Interactive Seat Selection — Full

  	
   

  	
  $

  	
  72,800.00

  	
   

  	
  800

  	
   

  
	
  o
  Seat Map via EDIFACT — Clone

  	
   

  	
  $

  	
  40,950.00

  	
   

  	
  450

  	
   

  
	
  o
  Seat Map via EDIFACT — Full

  	
   

  	
  $

  	
  72,800.00

  	
   

  	
  800

  	
   

  
	
  o
  System Migrations — Direct Access Only

  	
   

  	
  $

  	
  41,000.00

  	
   

  	
  450

  	
   

  
	
  o
  System Migrations — Direct Access & Direct Sell

  	
   

  	
  $

  	
  81,900.00

  	
   

  	
  900

  	
   

  
	
  o
  EDIFACT Version Upgrade

  	
   

  	
  $

  	
  31,900.00

  	
   

  	
  350

  	
   

  



 


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


 


D.            Upon the execution of
this Schedule D, Participating Carrier shall pay fees for the development and
implementation of the products selected above.


 


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


 


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


 


	
  Participating
  Carrier:

  	
  Worldspan,
  L.P.:

  
	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Participating Carrier Legal Name)

  	
   

  
	
   

  	
   

  
	
  -------

  	
   

  	
   

  
	
  (dba)

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Kevin Sams

  	
   

  	
  By:

  	
  /s/ Scott
  Anderson

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Kevin Sams

  	
   

  	
   

  	
  Scott Anderson

  
	
   

  	
  (Print Name)

  	
   

  	
   

  	
  Manager — The Americas

  
	
   

  	
  Manager, CRS Distribution

  	
   

  	
   

  	
   

  
	
   

  	
  (Title)

  	
   

  



 

















 


Schedule D

Development And Implementation


 


	
  Main Customer Number:
           

  



 


This Schedule D to the Worldspan Addendum - Supplemental Services
ACCESSPLUS (“Schedule D”), is made and effective the 6th day of
August, 2002.  This Schedule D applies
only to the development and implementation of the products selected below.


 


A.            DEFINITIONS


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Interactive
Frequent Traveler Name and Number Verification shall mean the
capability of Worldspan Users to directly access Participating Carrier’s system
in real time mode to


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


Seat Map via
Edifact shall mean the capability of Worldspan Users to view
a Participating Carrier’s seat map in the Worldspan system via Edifact.


 


Seat Map Display
via Edifact allows for the confirmation of seats on those
airlines which participate in interline seat agreements. Seat requests are
processed via the direct link to the airline and the seat is confirmed prior to
end transaction. Non-interactive seat requests are processed via the standard
Teletype messages and a response is received following end transaction. Special
seat requests must be handled via the airlines’ local reservation sales office.
If the SSR FQTV is in the PNR at the time the seat map display request is made,
Worldspan will send the FQTV number to the airline and premier seats will be
included in the map that is returned to the screen.


 

















 


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


 


Standard Schedule
Message (SSM) shall mean a telegraph message sent directly
from the carrier to Worldspan intended for transmission of updates, additions,
deletions of a particular flight.  As
these messages are sent from the carrier bypassing OAG, the lag time in updates
is greatly decreased resulting in schedules being more in synch between the
airline and Worldspan.


 


B.            PRE-REQUISITES


 


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


 


1.             Direct Sell requires
participation in Direct Access.


2.             Airline Source
requires participation in Direct Sell.


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


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


 


C.            DEVELOPMENT AND
IMPLEMENTATION FEES


 


1.             Participating Carrier
shall pay a one-time implementation fee per product as selected below. In the
event that development and implementation exceeds the maximum hours allocated
for that product, then Worldspan reserves the right to charge Participating
Carrier, and Participating Carrier agrees to pay, for the cost of any
additional hours at the rate of Ninety-one Dollars ($91.00) per hour, which
shall be due and payable upon project completion.


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


 


	
  Product

  	
   

  	
  Implementation

  Fee

  	
   

  	
  Hours

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o
  Airline Source - Full

  	
   

  	
  $

  	
  81,900

  	
   

  	
  900

  	
   

  
	
  o
  Airline Source-Clone

  	
   

  	
  $

  	
  31,850

  	
   

  	
  350

  	
   

  
	
  o
  Complete Booking Record

  	
   

  	
  $

  	
  22,750

  	
   

  	
  250

  	
   

  
	
  o
  Direct Access - Full

  	
   

  	
  $

  	
  77,350

  	
   

  	
  850

  	
   

  
	
  o
  Direct Access- Clone

  	
   

  	
  $

  	
  24,500

  	
   

  	
  350

  	
   

  
								



 

















 


	
  Product

  	
   

  	
  Implementation

  Fee

  	
   

  	
  Hours

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o
  Direct Access Availability Conversion to EDIFACT - Full

  	
   

  	
  $

  	
  81,900

  	
   

  	
  900

  	
   

  
	
  o
  Direct Access Availability Conversion to EDIFACT - Clone

  	
   

  	
  $

  	
  41,000

  	
   

  	
  450

  	
   

  
	
  o
  Direct Access Availability via EDIFACT - Full

  	
   

  	
  $

  	
  81,900

  	
   

  	
  900

  	
   

  
	
  o
  Direct Access Availability via EDIFACT - Clone

  	
   

  	
  $

  	
  41,000

  	
   

  	
  450

  	
   

  
	
  o
  Direct Response

  	
   

  	
  —

  	
   

  	
  n/a

  	
   

  
	
  o
  Direct Sell - Full

  	
   

  	
  $

  	
  72,800

  	
   

  	
  800

  	
   

  
	
  o
  DirectSell-Clone

  	
   

  	
  $

  	
  24,500

  	
   

  	
  350

  	
   

  
	
  o
  Direct Sell Conversion to EDIFACT Full

  	
   

  	
  $

  	
  72,800

  	
   

  	
  800

  	
   

  
	
  o
  Direct Sell Conversion to EDIFACT Clone

  	
   

  	
  $

  	
  47,320

  	
   

  	
  520

  	
   

  
	
  ý
  EDIFACT Version Upgrade

  	
   

  	
   

  	
   

  	
  *

  	
  350

  	
   

  
	
  o
  Inbound SSM

  	
   

  	
  $

  	
  11,800

  	
   

  	
  130

  	
   

  
	
  o
  Interactive FQTV via EDIFACT

  	
   

  	
  $

  	
  72,900

  	
   

  	
  800

  	
   

  
	
  o
  Interactive FQTV via Terminal Emulation

  	
   

  	
  $

  	
  63,700

  	
   

  	
  700

  	
   

  
	
  o
  Interactive Seat Selection - Full

  	
   

  	
  $

  	
  72,800

  	
   

  	
  800

  	
   

  
	
  o
  Interactive Seat Selection - Clone

  	
   

  	
  $

  	
  41,000

  	
   

  	
  450

  	
   

  
	
  o
  Interactive Waitlist

  	
   

  	
  $

  	
  7,280

  	
   

  	
  80

  	
   

  
	
  ý
  Journey Data A/S

  	
   

  	
   

  	
   

  	
  *

  	
  300

  	
   

  
	
  ý
  Journey Data D/A

  	
   

  	
   

  	
   

  	
  *

  	
  300

  	
   

  
	
  ý
  Journey Data D/S

  	
   

  	
   

  	
   

  	
  *

  	
  300

  	
   

  
	
  o
  Married Segment Logic

  	
   

  	
  $

  	
  50,100

  	
   

  	
  550

  	
   

  
	
  o
  Point of Sale

  	
   

  	
  $

  	
  11,800

  	
   

  	
  130

  	
   

  
	
  o
  Seat Map Display via EDIFACT - Full

  	
   

  	
  $

  	
  72,800

  	
   

  	
  800

  	
   

  
	
  o
  Seat Map Display via EDIFACT- Clone

  	
   

  	
  $

  	
  54,600

  	
   

  	
  600

  	
   

  
	
  o
  Seat Map via EDIFACT - Full

  	
   

  	
  $

  	
  72,800

  	
   

  	
  800

  	
   

  
	
  o
  Seat Map via EDIFACT -  Clone

  	
   

  	
  $

  	
  40,950

  	
   

  	
  450

  	
   

  
	
  o
  Selective Polling (without options)

  	
   

  	
  $

  	
  18,200

  	
   

  	
  200

  	
   

  
	
  o
  Standard Schedule Message (SSM)

  	
   

  	
  $

  	
  11,830

  	
   

  	
  130

  	
   

  
	
  o
  System Migrations - Direct Access & Direct Sell

  	
   

  	
  $

  	
  50,050

  	
   

  	
  550

  	
   

  
	
  o
  System Migrations - Direct Access Only

  	
   

  	
  $

  	
  31,850

  	
   

  	
  350

  	
   

  
	
  o
  Update PNR (PNR Synchronization - Option 1)

  	
   

  	
  $

  	
  45,500

  	
   

  	
  500

  	
   

  
								



 

















 


*  Total Cost for this product $82,300


 


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


 


D.            Upon the execution of
this Schedule D, Participating Carrier shall pay fees for the development and
implementation of the products selected above.


 


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


 


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


 


	
  Participating
  Carrier:

  	
  Worldspan,
  L.P.:

  
	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Participating Carrier Legal Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (dba)

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Kevin E. Sams

  	
   

  	
  By:

  	
  /s/ Scott
  Anderson

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Kevin E. Sams

  	
   

  	
   

  	
  Scott Anderson

  
	
   

  	
  (Print Name)

  	
   

  	
   

  	
  Manager — The Americas

  
	
   

  	
  Manager, CRS Distribution

  	
   

  	
   

  	
   

  
	
   

  	
  (Title)

  	
   

  



 

















 


Addendum — Supplemental Services 

Seat Selection/Boarding Pass


 


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


 


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


 


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


 


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


 


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


 


1.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


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


 


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


 

















 


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


 


	
  BRA

  	
   

  	
  Alternative 1:

  	
   

  	
  Seat Selection Services and Boarding Pass Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alternative 2:

  	
   

  	
  Seat Selection Services only.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alternative 3:

  	
   

  	
  Seat Selection Services and Boarding Pass Services on selected
  flights.

  



 


2.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


3.             TERM


 


This Addendum
shall become effective on February 1, 1991, and shall be 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.

  
	
   

  	
   

  
	
   

  	
   

  
	
  American Airlines, Inc.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Barbara R. Amster

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
  TITLE:

  	
  Vice President Pricing & Yield

  Management

  	
   

  	
  Richard A. Lee

  Director-Airline & Associates Sales

  
						



 


3

















 


Addendum — Supplemental Services

Marketing Information Data Tapes (MIDT)


 


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


 


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


 


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


 


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


 


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


 


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


 


a.             MIDT Available
from PARS


 


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


 


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


 


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


 

















 


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


 


b.             MIDT Available
from DATAS II


 


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


 


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


 


2.             Delivery by
WORLDSPAN


 


a.             WORLDSPAN Shall begin
supplying the selected MIDTV to Participating Carrier within 90 days of receipt
of this Addendum executed on behalf of Participating Carrier.


 


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


 


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


 


3.             Treatment of MIDT
and Data


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6.             Eligibility.
M.I.D.T. from PARS and DATAS II are made available to non-US. 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 


 


3

















 


prohibited by any
CRS Rules, Participating Carrier acknowledges that nothing herein shall be
construed to require WORLDSPAN to request any change in such CRS Rules or apply
for an amendment to such CRS Rules to permit the delivery of any MIDT.


 


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


 


8.             No Other Amendment.  Except as provided herein and in the side
letter to the addendum, 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 August 1, 1993.


 


	
  PARTICIPATING
  CARRIER

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
  American Airlines, Inc.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Barbara R. Amster

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
  TITLE:

  	
  Vice President Pricing & Yield

  Management

  	
   

  	
  Richard A. Lee

  Director-Airline & Associates Sales

  
						



 


4

















 


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.


 


BRA             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.


 


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.


 


2

















 


5.             NO OTHER AMENDMENT


 


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


 


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


 


 


	
  PARTICIPATING
  CARRIER

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Barbara R. Amster

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  Barbara R. Amster

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
  TITLE:

  	
  Vice President Pricing & Yield

  Management

  	
   

  	
  Richard A. Lee

  Director-Airline & Associates Sales

  
							



 


3

















 


Addendum — Supplemental Services

Transmit Ticket Number (TTN)


 


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 WORLDSPAN Users to transmit ticket numbers to
Participating Carrier for tickets issues for Participating Carrier flights.


 


Participating
Carrier wishes to receive such ticket numbers from WORLDSPAN Users pursuant to
Attachment A.


 


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


 


1.             DEFINITIONS


 


TTN Message
shall mean the messages that transits ticket number(s).  The TTN Message format shall follow the
AIRIMP standards.


 


2.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.            Participating Carrier
agrees to update its internal PNR with the ticket number(s) transmitted by
WORLDSPAN.


 


B.            If Participating
Carrier establishes policies that make a Booking subject to cancellation if a
TTN Message is not sent, then Participating Carrier shall publish this
information for WORLDSPAN Users in the Participating Carrier’s WORLDSPAN GRS
pages or the GRS pages in Participating Carrier’s internal system accessed by
WORLDSPAN Users via Direct Access.


 


C.            In those cases when a
TTN Message is sent by the WORLDSPAN System but cannot be electronically
accepted by Participating Carrier’s inbound telephone message processing
facility for automatic processing, or when a TTN Message cannot be
electronically accepted by Participating Carrier’s system via the
communications line, Participating Carrier will accept the passenger(s) for
transportation on the same basis as though a TTN Message had been received and
processed by Participating Carrier’s system 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 Booking Message transmission from the WORLDSPAN System according
to the terms of the Agreement provided further, however, sub-clause (ii) shall
not apply to Bookings governed by the WORLDSPAN Addendum-Supplemental Services
AccessPLUS.


 


D.            Participating Carrier
consents to the use of TTN Messages by WORLDSPAN Users as set forth in this
Addendum.


 


3.             RESPONSIBILITIES
OF WORLDSPAN


 


A.            WORLDSPAN shall
automatically send the ticket number(s) to Participating Carrier when the
WORLDSPAN System generates tickets for Participating Carrier flights as
specified by Participating Carrier in Attachment A.


 


B.            WORLDSPAN shall allow
Participating Carrier to request transmission or re-transmission of ticket
numbers using the AIRIMP standard ADTK SSR message in accordance with AIRIMP
procedures.


 


C.            WORLDSPAN shall make
available to WORLDSPAN Users the ability to manually generate ticket numbers
using the AIRIMP standard TKNM SSR message.


 


D.            WORLDSPAN shall
maintain a historical list in the PNR(s) of all TTN Messages sent to
Participating Carrier.


 


4.             FEES


 


WORLDSPAN reserves the
right to access fees for the services provided in this Addendum pursuant to
applicable provisions of the Agreement.


 


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.


 


2

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Addendum to e executed by duly
authorized undersigned representatives as of July 17, 1997.


 


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Craig S. Kreeger

  	
   

  	
  /s/ Cheryl B. Weldon 

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
  Craig S. Kreger

  	
   

  	
  Cheryl B. Weldon 

  
	
  (Name)

  	
   

  	
  Director

  
	
  V.P Revenue Management & Distribution Planning 

  	
   

  	
  Airline and Served Affiliate Sales and Marketing

  
	
  (Title)

  	
   

  	
   

  



 


3

















 


Attachment A

WORLDSPAN Transmit Ticket Number (TTN)


 


	
  Participating Carrier:

  	
  American Airlines

  
	
   

  	
   

  
	
  Contact:

  	
  Steve Brown

  
	
   

  	
   

  
	
  Phone:

  	
  817/967-2288

  
	
   

  	
   

  
	
  Fax:

  	
  817/963-2627

  
	
   

  	
   

  
	
  SITA:

  	
  HDQRBAA

  



 


WORLDSPAN follows the AIRIMP standards for Ticket Number/TCN
transmissions.  The following codes are
generated automatically for TTN participants:


 


	
  TKNA

  	
  Ticket numbers for automatically (system) generated
  tickets.

  
	
  TKNC

  	
  Automatically (system) generated TCNs.

  
	
  TKNE

  	
  Ticket numbers generated by electronic ticketing.

  



 


WORLDSPAN does not require TTN participation for use of the following
SSR messages:


 


	
  ADTK

  	
  Advise if ticketed. 
  (Request from Participating Carrier to WORLDSPAN User.)

  
	
   

  	
   

  
	
  TKNM

  	
  Manually entered ticket number(s) to report
  handwritten tickets or a repeat transmission.  (WORLDSPAN User’s reply to ADTK request.)

  



 


A.            Message
Format


Select
one (1) of the following options for TTN Message format.


 


ý            1.             OSI


Participating
Carrier will reserve one OSI field for each ticket number issued.


 


Example of
multi-party PNR with consecutively numbered tickets:


 


OSEXXTKNA
01575131329552-9563-1SMITH/GMR 1CRUMLEY/JMS


 


Example of
multi-party PNR for which non-sequential tickets are issued:


 


OSEXXTKNA
01575131329552/9610/9710-1SMITH/GMR 1JONES/JMS 1BROWN/BMR


 


4

















 


2.             SSR


Participating
Carrier will receive one SSR message per passenger per segment.


 


Example of SSR
fields sent from a PNR with 2 passengers and 2 segments:


 


SSR TKNA XX HK1
BDLJJFKK4823Y17FEB-1SMITH/GMR.01575131329592


SSR TKNA XX HK1
BDLJFK4823Y17FEB-1JONES/JMS.01575131329601


SSR TKNA XX HK1
JFKBDL5244Y19FEB-1SMITH/GMR.01575131329592


SSR TKNA XX HK1
BDLJFK5244Y19FEB-1JONES/JMS.01575131329601


 


B.            TTN
Options


 


In the event that a
ticket is issued for a flight segment containing more than one of the following
TTN options, then WORLDSPAN will only transmit the TTN Message if Participating
Carrier participates in all of the applicable options.  For instance, if a ticket is issued for an
infant ticket on a WORLDGroup PNR segment, then WORLDSPAN will
transmit the TTN Message provided Participating Carrier has selected both
Infant Tickets and WORLDGroup.


 


1.             Passive Segment Notification
(PSN)

Select
one (1) of the following options if Participating Carrier is a WORLDSPAN PSN
participant.


 


                The WORLDSPAN
System generates a PSN using the action codes PK and PL when the passive
segment is created according to the terms of the WORLDSPAN
Addendum-Supplemental Services Passive Segment Notification.  Ticket numbers are transmitted in subsequent
messages. Per AIRIMP standards, the passive segment in the TTN Message will
reflect the action code PU.


 


o            a.             WORLDSPAN
shall transmit the ticket number to Participating Carrier when tickets are
issued on passive segments.


 


ý            b.             WORLDSPAN
shall not transmit the ticket number to Participating Carrier when tickets are
issues on passive segments.


 


2.             WORLDGroup

Select
one (1) of the following options if Participating Carrier is a WORLDGroup
participant or a PSN participant that receives PSN for WORLDGroup Passive
Segments.


 


5

















 


ý            a.             Participating
Carrier is a WORLDGroup participant.  Select one
(1) of the following options:


 


ý            1.             WORLDSPAN
shall transmit the ticket number to Participating Carrier when a ticket issued
from a WORLDGroup
PNR.


 


o            2.             WORLDSPAN
shall not transmit the ticket number to Participating Carrier when a ticket is
issued from a WORLDGroup PNR.


 


o            b.             Participating
Carrier is not a WORLDGroup participant, however Participating
Carrier receives PSN Messages from WORLDSPAN for all Passive Segments including
WORLDGroup
Passive Segments.  Select one (1) of the following
options:


 


o            1.             WORLDSPAN
shall transmit the ticket number to Participating Carrier when a ticket is
issued for WORLDGroup Passive Segment.


 


o            2.             WORLDSPAN
shall not transmit the ticket number to Participating Carrier when a ticket is
issued for a WORLDGroup Passive Segment.


 


3.             Infant Tickets

Select
the following option to receive TTN Message for infant tickets.


 


ý            WORLDSPAN shall transmit the ticket number
to Participating Carrier when a ticket is issued for an infant.


 


4.             Corporate/Group PNRs

Select
the following option to receive TTN Messages for tickets issued from
corporate/group PNR.


 


ý            WORLDSPAN shall transmit the ticket number
to Participating Carrier when tickets are issued for corporate/group PNRs
(C/PNRs in the WORLDSPAN System).


 


C.            Transmission
Effective Date


Indicate when Participating Carrier will be ready to
accept TTN Messages.


 


ý            Participating
Carrier is able to accept TTN Messages effective (date): immediately


 


6

















 


o            Participating
Carrier will send a teletype message to HDQAS1P and MKCRW1P advising WORLDSPAN
of the date Participating Carrier is able to accept TTN Messages.


 


Note:      If an effective date is not indicated, WORLDSPAN
will begin shipping TTN Messages upon receipt of Addendum.


 


7

















 


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.)


 


ý            a.             BIDT available from
DATAS II.


 


ý            b.             BIDT available from
PARS.


 


2.             Delivery by WORLDS
PAN


 


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.


 


d.             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.


 


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.


 


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


 


2

















 


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


 


 


	
  PARTICIPATING
  CARRIER

  	
  WORLDSPAN,
  L.P.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  American Airlines, Inc.

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  BY:

  	
  /s/ Barbara R. Amster

  	
   

  	
  BY:

  	
  /s/ Richard A. Lee

  	
   

  
	
  TITLE:

  	
  Vice President Pricing & Yield Management

  	
   

  	
  Richard A. Lee

  	 

	
   

  	
   

  	
   

  	
  Director-Airline & Associates Sales

  	 

							



 


3

















 


Addendum — Supplemental Services

Passive Segment Notification


 


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


 


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


 


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


 


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


 


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


 


1.             DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


2.             PASSIVE SEGMENT NOTIFICATION OPTIONS


 


A.            Passive Segment
Notification Status Codes


 


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


 


ý          1.       PK
and FL only.


 


o          2.       PK,
PL and PX.


 


B.            WORLDGroup
Passive Segments


 


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


 


o          1.       All
Passive Segments excluding WORLDGroup Passive Segments.


 


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


 


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


 


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


 


2

















 


Notification from WORLDGroup PNRs and those
received from other PNRs.


 


3.             RESPONSIBILITIES OF PARTICIPATING CARRIER


 


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


 


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


 


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


 


D.            If Participating
Carrier has elected to receive Passive Segment Notification for all Passive
Segments including WORLDGroup Passive Segments (Paragraph 2.B.2)
but has elected not to receive the SSR item (Paragraph 2.B.2.b), then
Participating Carrier shall not reply with an NO action code to any Passive
Segment Notification. Participating Carrier acknowledges that WORLDSPAN Users
may add individual passenger names to WORLDGroup PNRs in the WORLDSPAN System
prior to Participating Carrier receiving the individual passenger names from
the WORLDSPAN User, thus preventing Participating


 


3

















 


Carrier from matching the Passive Segment Notification
to a PNR in Participating Carrier’s system. In these circumstances, receipt of
Passive Segment Notification is for informational purposes only.


 


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


 


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


 


4.             RESPONSIBILITIES OF WORLDSPAN


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


5.             FEES


 


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


 


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


 


6.             TERM


 


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


 


7.             NO OTHER AMENDMENT


 


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


 


5

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Addendum to be executed by their duly
authorized undersigned representatives as of December 24, 1996.  


 


	
  Participating
  Carrier:

  	
   

  	
  WORLDSPAN,
  L.P.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Craig S. Kreeger

  	
   

  	
  By:

  	
  /s/ Lawrence J.
  Curcuru 

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Craig S. Kreeger 

  	
   

  	
   

  	
  Lawrence J. Curcuru

  
	
   

  	
  (Name)

  	
   

  	
   

  	
  Manager

  
	
   

  	
  V.P. Revenue Management &

  Distribution Planning 

  	
   

  	
   

  	
  Airline & Associate Sales

  
	
   

  	
  (Title)

  	
   

  	
   

  



 


6

















 


Worldspan

Passive Segment Notification


 


Participating Carrier Contact


 


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


 


	
  Name

  	
  Steve Brown

  
	
   

  	
   

  
	
  Teletype Address

  	
  HDQPXAA

  
	
   

  	
   

  
	
  Telephone Number

  	
  817-967-2288

  



 


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


 


ý            Participating
Carrier is able to accept Passive Segment Notifications effective (date):  12-9-96


 


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


 


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


 

















 


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:


 


928723


 


 


 


 


 


 


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
            
            
             ,
1997  .


 


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/ Olga
  Jacob

  	
   

  	
  /s/ Cheryl B. Welson

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
  Olga Jacobs

  	
   

  	
  Cheryl B. Weldon

  
	
  (Name)

  	
   

  	
  Director

  
	
  General Sales
  Manager Benelux

  	
   

  	
  Airline and Served Affiliate Sales and 

  
	
  (Title)

  	
   

  	
  Marketing

  



 


3

















 


WORLDSPAN

Addendum — Supplemental Services

Revenue Accounting Data


 


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


 


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


 


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


 


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


 


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


 


1.             DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 

















 


2.             PURCHASE OR
EXCHANGE OF REVENUE ACCOUNTING DATA


 


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


 


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


 


B.            o            Participating Carrier
agrees to purchase from WORLDSPAN the Revenue Accounting Data relating to
Participating Carrier from the WORLDSPAN System.  Participating Carrier agrees to pay seven cents ($.07) for each
Ticket Record transmitted to Participating Carrier by WORLDSPAN, but in no
event shall the charges to less than two thousand dollars $2,000.00) per
month.  In addition, Participating
Carrier agrees to purchase from WORLDSPAN the Revenue Accounting Data relating
to the IRS of each Hosted Carrier. 
Participating Carrier agrees to pay one and one half cents ($.015) for
each Ticket Record transmitted to Participating Carrier by WORLDSPAN, but in no
event shall the charges be less than five hundred dollars ($500.00) per
month.  WORLDSPAN shall transmit the
Revenue Accounting Data to Participating Carrier according to the
specifications of this section and Section 3 below, and Participating Carrier
shall be responsible for the cost of such transaction.


 


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


 


2

















 


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


 


3.             TRANSMISSION OF
REVENUE ACCOUNTING DATA


 


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


 


4.             USE OF REVENUE
ACCOUNTING DATA


 


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


 


5.             EXPENSES


 


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


 


6.             DISCLAIMER


 


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


 


3

















 


DATA OR ITS TRANSMISSION.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INJURY, LOSS,
CLAIM, OR DAMAGE IN PROCURING, COLLECTING, COMPILING, ABSTRACTING,
INTERPRETING, OR DELIVERING THE REVENUE ACCOUNTING DATA EXCEPT TO THE EXTENT
SUCH INJURY, LOSS, CLAIM OR DAMAGE IS CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.  IN NO EVENT, HOWEVER, SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF REVENUE OR PROFIT OR ANY
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.


 


7.             TERM AND
TERMINATION


 


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


 


8.             NO OTHER AMENDMENT


 


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


 


9.             SEVERABILITY


 


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


 


4

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Addendum by their undersigned,
duly authorized representatives as of April 22, 1999.


 


	
  Participating
  Carrier:

  	
   

  	
  WORLDSPAN,
  L.P.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  American Airlines 

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Greg Rollings 

  	
   

  	
  By:

  	
  /s/ Lawrence J.
  Curcuru 

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Greg Rollings 

  	
   

  	
   

  	
  Lawrence J. Curcuru 

  
	
   

  	
  (Name)

  	
   

  	
   

  	
  Director

  
	
   

  	
  Manager — CRS Distribution 

  	
   

  	
   

  	
  Airline and Served Affiliate Sales and

  
	
   

  	
  (Title)

  	
   

  	
   

  	
  Marketing

  



 


5

















 


WORLDSPAN

Addendum — Supplemental Services

Alliance Displays and Loyalty Displays


 


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 display flights grouped
together with other participating carriers with whom they have entered into an
Alliance.


 


Participating
Carrier wishes to use Alliance Displays and/or Loyalty Displays.


 


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


 


1.             DEFINITIONS


 


Alliance
shall be defined as a grouping of participating carriers that enter into a
mutual agreement to market their common identities.


 


Alliance Displays
shall mean a biased WORLDSPAN availability display containing only those
participating carriers commonly defined in WORLDSPAN Alliance Tables. The
Alliance Displays are mutually exclusive from all other availability options.


 


Alliance Table
shall mean an area in the WORLDSPAN system accessible to Participating. Carrier
that allows Participating Carrier to identify each airline Alliance member.


 


Loyalty
shall be defined as a grouping of participating carriers that enter into a
mutual agreement to participate and reciprocate in each others frequent flyer
programs.


 


Loyalty Displays
shall mean a biased WORLDSPAN availability display containing only the
participating carriers commonly defined in WORLDSPAN Loyalty Tables. The
Loyalty Displays are mutually exclusive from all other availability options.


 


Loyalty Table
shall mean an area in the WORLDSPAN system accessible to Participating Carrier
that allows Participating Carrier to identify each airline Loyalty member.


 

















 


2.             RESPONSIBILITIES
OF WORLDSPAN


 


A.            WORLDSPAN shall create
the initial Alliance Table and/or Loyalty Table in the WORLDSPAN System to be
used by carriers participating in Alliance Displays and/or Loyalty Displays.


 


B.            WORLDSPAN shall be
responsible for providing a method to assign an Alliance member with security
permissions to add or delete other Alliance members to Alliance Tables and/or
Loyalty members to Loyalty Tables.


 


C.            WORLDSPAN shall
perform any Alliance name change or Alliance code change updates as designated
by Participating Carrier.


 


D.            WORLDSPAN reserves the
right to limit, modify, suspend, or discontinue any Alliance Displays and/or
Loyalty Displays service at anytime at the sole discretion of WORLDSPAN.


 


3.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.            Participating Carrier
shall be responsible for maintaining their Alliance Table and/or Loyalty Table
via their WORLDSPAN co-host terminal or GO! SOLO product once the initial table
creation has been performed by WORLDSPAN. 
If Participating Carrier does not have access to a WORLDSPAN co-host terminal
or GO! SOLO product, Participating Carrier may request WORLDSPAN to make such
updates on Participating Carrier’s behalf pursuant to WORLDSPAN’ s then current
rates, displays and terms and conditions.


 


B.            Participating Carrier
shall list their Alliance Displays and/or Loyalty Displays information in
Participating Carrier’s WORLDSPAN GRS. Participating Carrier must participate
in the WORLDSPAN GRS in order to participate in Alliance Displays and/or
Loyalty Displays.


 


C.            Participating Carrier
shall be responsible for setting the optional effective and discontinuation
date fields in the Alliance Tables and/or Loyalty Tables.


 


D.            Participating Carrier
may view and update only their own Loyalty Table.


 


4.             LEVELS OF
PARTICIPATION


 


A.            Participating Carrier
must select one of the following three functionality options (check where
appropriate):


 


2

















 


1.             o  Alliance Displays and Loyalty Displays. The
Alliance Displays include the two character Alliance code as well as the two
character Participating Carrier code.


 


2.             o  Loyalty Displays only.


 


3.             ý
Alliance Displays only.


 


B.            If Participating
Carrier participates in Alliance Displays, then Participating Carrier must
provide the following information:


 


1.             The official name to
be displayed in WORLDSPAN for Participating Carrier’s Alliance shall be
oneworldTM 


 


 


2.             The following
Alliance code shall be displayed as the two character code agreed upon by
Alliance members:


OW                .


 


5.             FEES


 


A.            Participating Carrier
agrees to pay WORLDSPAN a one-time set-up fee of Ten Thousand Dollars (USD
$10,000.00) to participate in both Alliance Displays and Loyalty Displays.


 


B.            Participating Carrier
agrees to pay WORLDSPAN a one-time set-up fee of Five Thousand Dollars (USD
$5,000.00) to only participate in Loyalty Displays.


 


C.            Participating Carrier
agrees to pay WORLDSPAN a one-time set-up fee of Seven Thousand Dollars Five
Hundred Dollars (USD $7,500.00) to only participate in Alliance Displays.


 


D.            If Participating
Carrier does not have access to a WORLDSPAN co-host terminal or the GO! SOLO
product, Participating Carrier shall pay an additional monthly fee of Two
Hundred Dollars (USD $200.00) for WORLDSPAN to maintain and update
Participating Carrier’s Alliance Table and Loyalty Table.


 


E.             Should an Alliance
Table or Loyalty Table be deleted in error by Participating Carrier, WORLDSPAN
reserves the right to assess a surcharge to recreate the table.


 


3

















 


6.             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.


 


7.             NO OTHER AMENDMENT


 


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


 


IN WITNESS
WHEREOF, the parties hereto have caused this Addendum to be executed by their
duly authorized undersigned representatives as of September 15, 1999.  


 


	
  Participating
  Carrier:

  	
   

  	
  WORLDSPAN,
  L.P.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Robert E. Olson 

  	
   

  	
  By:

  	
  /s/ Lawrence J.
  Curcuru 

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Robert E. Olson 

  	
   

  	
   

  	
  Lawrence J. Curcuru 

  
	
   

  	
  (Name)

  	
   

  	
   

  	
  Manager

  
	
  Vice President, Revenue Management 

  	
   

  	
   

  	
  Airline and Served Affiliate Sales and 

  
	
   

  	
  (Title)

  	
   

  	
   

  	
  Marketing

  



 


4

















 


WORLDSPAN

Addendum — Supplemental Services

Claim PNR/PUSH PNR


 


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 service called Claim PNR which allows WORLDSPAN Users to retrieve a
PNR created in Participating Carrier’s system, copy the PNR to the WORLDSPAN
System, and transfer control from Participating Carrier’s system to the WORLDSPAN
System.


 


Participating
Carrier wishes to permit such retrieval and transfer of control of PNRs by
WORLDSPAN Users.


 


WORLDSPAN also has
developed a service called Push PNR which allows Participating Carriers to
retrieve a PNR created in the Participating Carrier’s system, transmit a copy
of the PNR via teletype to WORLDSPAN, and transfer control from Participating
Carrier’s system to WORLDSPAN.


 


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


 


1.             DEFINITIONS


 


Claim PNR
shall mean a procedure which allows WORLDSPAN Users to retrieve a PNR created
in Participating Carrier’s system, copy the PNR to the WORLDSPAN System, and
transfer control from Participating Carrier’s system to the WORLDSPAN System
(as long as Participating Carrier participates at the Direct Access level).


 


Push PNR
shall mean a procedure which allows Participating Carriers to retrieve a PNR
created in the Participating Carrier’s system, transmit a copy of the PNR via
teletype to WORLDSPAN, and transfer control from Participating Carrier’s system
to WORLDSPAN.


 

















 


2.             SERVICE SELECTION


 


                ý            Participating Carrier
elects to participate in WORLDSPAN Claim PNR only.


 


                o            Participating Carrier
elects to participate in WORLDSPAN Claim PNR and Push PNR.


 


3.             RESPONSIBILITIES OF PARTICIPATING CARRIER


 


A.           Participating Carrier
is solely responsible for the access to and transfer of PNRs resident in
Participating Carrier’s system. For Claim PNR, Participating Carrier will
notify WORLDSPAN in writing of the method by which WORLDSPAN Users will be
permitted to access PNRs resident in Participating Carrier’s system by (i)
Record Locator assigned to the PNR by Participating Carrier’s system; and/or
(ii) flight number, date and passenger name.


 


In the case of option
(ii), where there exists more than one PNR within Participating Carrier’s
system that matches the information received from the WORLDSPAN System,
Participating Carrier will send the WORLDSPAN System a name list in order that
the WORLDSPAN User may select the individual PNR that is the subject of the
Claim PNR service.


 


B.            Participating Carrier
is solely responsible for determining which PNRs will be subject to the Claim
and Push PNR service, and making any changes to Participating Carrier’s system
which are necessary to implement such determination.


 


C.            If Participating
Carrier has permitted a WORLDSPAN User to access a PNR for the purpose of Claim
PNR, upon receipt of the message from the WORLDSPAN System, Participating
Carrier will transmit the appropriate data in the PNR to the WORLDSPAN System.


 


D.            If a PNR stored in
Participating Carrier’s system has been subject to Claim or Push PNR,
Participating Carrier will relinquish control of the PNR to the WORLDSPAN
System and will forward to the WORLDSPAN System any messages relating to such
PNR which are received by Participating Carrier’s system.


 


E.            Participating Carrier
is responsible for transmitting the PNR creation date to WORLDSPAN for use in
pricing and/or ticketing of itineraries. If no PNR creation date is transmitted
by Participating Carrier, then


 


2

















 


WORLDSPAN will use the
date the PNR is claimed by the WORLDSPAN System as the PNR creation date.


 


F.            Participating Carrier
consents to the use of Claim PNR, and Push PNR if applicable, by WORLDSPAN
Users as set forth in this 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 Push or Claim PNR.
Should changes to Participating Carrier’s programs require changes to Push or
Claim PNR, Participating Carrier agrees to reimburse WORLDSPAN for the cost of
such changes at WORLDSPAN’s then prevailing rates.


 


4.            RESPONSIBILITIES OF WORLDSPAN


 


A.           For Claim PNR,
WORLDSPAN will provide to Participating Carrier, at Participating Carrier’s
option: (i) information to facilitate the identification of the WORLDSPAN User
seeking to engage in Claim PNR; and (ii) information to facilitate the
identification of the PNR residents in Participating Carrier’s system which is
the subject of the Claim PNR request.


 


B.            WORLDSPAN will provide
to Participating Carrier documentation regarding the message formats and
mandatory and optional data items which are to be used for Claim PNR, and Push
PNR, if applicable.


 


C.            After each successful
Claim or Push PNR, the WORLDSPAN System will transmit a NRL (“New Record
Locator”) message to Participating Carrier’s system and to the system of any
other Participating Carrier whose segments form part of the PNR.


 


D.            If the PNR requested
by a WORLDSPAN User contains segments booked on airlines that are not WORLDSPAN
Participating Carriers, WORLDSPAN will, as part of the Claim PNR process, alter
the status of the segments involving such airlines to the appropriate status in
the WORLDSPAN System, such that no messages will be sent to such airlines.


 


E.            WORLDSPAN reserves the
right to limit, modify, suspend, or discontinue any Claim or Push PNR services
at any time at WORLDSPAN’s sole discretion.


 


F.            WORLDSPAN reserves the
right, in its sole discretion, to refuse to allow a PNR to be claimed pursuant
to Claim PNR, or to accept a PNR that has been pushed pursuant to Push PNR.


 


3

















 


G.            WORLDSPAN reserves the
right to assess separate fees for the services provided in this Addendum based
on Participating Carrier’s level of participation in the WORLDSPAN System upon
not less than thirty (30) days prior written notice to Participating Carrier.


 


5.            TERM


 


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


 


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
              ,
19     .


 


	
  PARTICIPATING
  CARRIER

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Craig S. Kreeger

  	
   

  	
  By:

  	
  /s/ Lawrence
  Curcuru

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Craig S. Kreeger

  	
   

  	
   

  	
  Lawrence Curcuru 

  
	
   

  	
  (Name)

  	
   

  	
   

  	
  Director

  
	
   

  	
  Vice President 

  	
   

  	
   

  	
  Airline & Product Marketing

  
	
   

  	
  (Title) Pricing, Yield Management

  & Distribution Planning

  	
   

  



 


4

















 


WORLDSPAN

Addendum — Supplemental Services

Ticket To Confirm


 


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


 


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


 


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


 


Participating Carrier
wishes to use Ticket to Confirm.


 


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


 


1.             DEFINITIONS


 


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


 


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


 


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


 


2.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


3.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


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


 


F.             WORLDSPAN shall only
cancel space on Participating Carrier that subscribes to Ticket to Confirm
product. Should a PNR contain space on Participating Carrier as well as another
Participating Carrier that does not


 


2

















 


subscribe to this product, only the space on
Participating Carrier that subscribes to Ticket to Confirm shall be canceled.


 


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


 


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


 


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


 


4.             TRANSMISSION
EFFECTIVE DATE


 


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


 


Participating Carrier is
able to accept Ticket to Confirm effective (date):  1-Jun-2000


 


5.             FEES


 


A.            Participating Carrier
agrees to pay a one-time set-up fee of Twenty Five Thousand Five Hundred
Dollars (USD $25,500) to participate in Ticket to Confirm.


 


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


 


6.             TERM


 


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


 


3

















 


7.             NO OTHER AMENDMENT


 


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


 


IN WITNESS WHEREOF,
the parties hereto have caused this Addendum to be executed by their duly
authorized undersigned representatives as of July 5, 2000.


 


	
  Participating
  Carrier:

  	
  WORLDSPAN,
  L.P.:

  
	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Robert E. Olson

  	
   

  	
  By:

  	
  /s/ Lawrence J.
  Curcuru

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Robert E. Olson

  	
   

  	
   

  	
  Lawrence J. Curcuru

  
	
   

  	
  (Name)

  	
   

  	
   

  	
  Manager

  
	
   

  	
  VP - Revenue Management

  	
   

  	
   

  	
  Airline and Served Affiliate Sales and

  
	
   

  	
  (Title)

  	
   

  	
  Marketing

  



 


4

















 


Attachment A


 


 


 


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


 


 


 


 


 


 


 


 


 


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


 


 


 


 


 


 


 


 


 


 


5

















 


WORLDSPAN

Addendum — Supplemental Services

Reverse Link


 


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 product called “Reverse Link” that allows participating carriers to
access the Worldspan System from their own terminals.


 


Participating
Carrier wishes to participate in Reverse Link.


 


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:


 


Reverse Link
shall mean the communications link between the Worldspan System and
Participating Carrier’s system that permits Participating Carrier to review
Bookings made by Worldspan Users and Participating Carrier information for the
purpose of providing service to such Worldspan Users with respect to those
Bookings, to update GRS, and to perform other tasks as mutually agreed upon.


 


2.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.           Participating Carrier
shall coordinate with Worldspan for the purpose of establishing Reverse Link
and shall utilize Reverse Link, as provided herein, through Participating
Carrier’s own terminals or other devices.


 


B.            Participating Carrier
shall be responsible, at its sole cost and expense, for the development of any
modification to Participating Carrier’s system, software, or hardware that is
necessary to permit the establishment and use of Reverse Link.


 


C.            Participating Carrier
shall establish and operate the communications line for Reverse Link according
to Worldspan’s applicable technical/functional documentation, including support
of Worldspan’s communication protocol as mutually agreed upon.


 

















 


D.            Participating Carrier
shall be responsible for all costs associated with the communications line
between the Worldspan System and Participating Carrier’s system for Reverse
Link.


 


3.             RESPONSIBILITIES
OF WORLDSPAN


 


A.           Worldspan shall
coordinate with Participating Carrier to establish Reverse Link pursuant to
this Addendum.


 


B.            Worldspan shall use
reasonable business efforts to cooperate with Participating Carrier in
resolving any problems in the maintenance of the communications line between
the Worldspan System and Participating Carrier’s system.


 


4.             FEES


 


A.           Worldspan agrees to
waive the one-time implementation fee of Twenty-three Thousand Eight Hundred
Dollars ($23,800) upon the execution of this Addendum.


 


B.            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 continue in effect for twelve (12) months from the date the
Reverse Link is implemented and online. Thereafter, this Addendum shall
continue until terminated by either party at any time, without terminating the
Agreement, on not less than thirty (30) days prior written notice to the other.
The foregoing notwithstanding, Worldspan may terminate this Addendum at any
time with respect to the Worldspan System at such time that Worldspan elects to
terminate Reverse Link for all participating carriers. In no event shall this
Addendum remain in effect beyond the termination date of the Agreement.


 


2

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Addendum to be executed by their duly
authorized undersigned representatives as of December 1, 2000.


 


	
  Participating
  Carrier:

  	
  WORLDSPAN,
  L.P.:

  
	
   

  	
   

  
	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Kevin E. Sams

  	
   

  	
  By:

  	
  /s/ Lawrence J.
  Curcuru

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  Kevin E. Sams

  	
   

  	
   

  	
  Lawrence J. Curcuru

  
	
   

  	
  (Name)

  	
   

  	
   

  	
  Manager

  
	
   

  	
  Manager, CRS Distribution

  	
   

  	
   

  	
  Airline and Served Affiliate Sales and

  
	
   

  	
  (Title)

  	
   

  	
   

  	
  Marketing

  



 


3

















 


WORLDSPAN

Addendum — Supplemental Services

GO! RES


 


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


 


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


 


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


 


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


 


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


 


1.             DEFINITIONS


 


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


 


2.             GO!
RES FUNCTIONALITY


 


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


 


3.             TRANSMISSION
EFFECTIVE DATE


 


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


 


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


 


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


 

















 


4.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


•      Pentium
166 MHz processor or higher


•      17”
monitor


•      800x600
screen resolution


•      l6mb
RAM


•      2mb
Video RAM


•      28.8K
modem minimum / 56K recommended


•      10mb
- 20mb recommended free disk space


 


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


 


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


 


5.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


6.             USE OF THE
INTERNET


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


7.             FEES


 


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


 


8.             TERM


 


This Addendum shall
become effective on the date set forth below. Thereafter it shall continue
until terminated by either party upon not less than thirty (30) days’


 


3

















 


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 authorized undersigned representatives as of
                         ,
20       .


 


	
  Participating
  Carrier:

  	
  WORLDSPAN,
  L.P.:

  
	
   

  	
   

  
	
   

  	
   

  
	
  American Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ J. Snook

  	
   

  	
  By:

  	
  /s/ Scott D.
  Anderson

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
  J. Snook

  	
   

  	
   

  	
  Scott D. Anderson

  
	
   

  	
  (Name)

  	
   

  	
   

  	
  Manager

  
	
   

  	
  Manager Eur Sales

  	
   

  	
   

  	
  Airline and Sales and Marketing

  
	
   

  	
  (Title)

  	
   

  
								



 


4

















 


WORLDSPAN


 


Supplemental Information


 


Airline Name:  American
Airlines (Euro Res Office, Dublin)


 


Contact Name:  Darren
Livermore/Niall Bodie


 


User’s Name:  CRSUSER


(please indicate names of all user’s
.. . . Example:  AS0BSMITH...AS0 = SID)


 


User’s Fax Number:  +353.1.6020511


 


User’s E-mail address: 
Darren.Livermore@aa.com


 


User’s Telephone number: 
+ 353.1.6020520


 


User’s Mailing Address: 
American Airlines 54/57 Lr Mouri St, Dublin 2


 


User’s Teletype address (TTY):  DUBRKAA


 


Type of hardware:  Compaq
Deskpro/Sportster


(include brand and speed of modem)


 


Internet Service Provider: 
N/A


 


Number of Accesses required: 
01


 


*** REMEMBER ONLY MICROSOFT INTERNET EXPLORER 4.0 OR HIGHER

MAY BE UTILIZED AS THE BROWSER ***


 


5