Exhibit
10.45


 


WORLDSPAN PARTICIPATING CARRIER AGREEMENT


 


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


 


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


 


Participating Carrier operates air transportation services.


 


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


 


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


 


ARTICLE I.   DEFINITIONS


 


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


 


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


 


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


 


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


 


ACH shall mean Airlines Clearing House, Inc.


 


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


 


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


 

















 


AIRIMP shall mean ATC/IATA Reservations Interline
Message Procedures.


 


ARINC shall mean Aeronautical Radio, Inc.


 


ATPCO shall mean the Airline Tariff Publishing
Company.


 


AVS shall mean Availability Status Message.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


IATA shall mean the International Air Transport
Association.


 


OAG shall mean Official Airline Guides, Inc.


 


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


 


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


 


SIPP shall mean Standard Interline Passenger
Procedures.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE II.   GENERAL RESPONSIBILITIES OF PARTICIPATING
CARRIER


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE III.   FARE COMPUTATION


 


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


 


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


 


ARTICLE IV.   GENERAL RESPONSIBILITIES OF WORLDSPAN


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE V.   PARTICIPATION OPTIONS AND CHARGES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
  ý

  	
  Option (i):

  	
   

  	
  All segment availability status changes on all
  flights.

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Option (ii):

  	
   

  	
  First closing message on all flights.

  



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE VI.   SUPPLEMENTAL SERVICES


 


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


 


ARTICLE VII.   ADDITIONAL 
SERVICES


 


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


 


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


 


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


 


ARTICLE VIII.   TERM


 


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


 


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


 


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


 


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


 


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


 


ARTICLE IX.   TAXES


 


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


 


12

















 


ARTICLE X.   PAYMENT


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


ARTICLE XI.   FORCE MAJEURE


 


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


 


ARTICLE XII.   INDEMNIFICATION


 


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


 


14

















 


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


 


ARTICLE XIII.   CONFIDENTIAL INFORMATION AND SOFTWARE


 


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


 


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


 


15

















 


ARTICLE XIV.   NO ASSIGNMENT


 


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


 


ARTICLE XV.   DISPUTE RESOLUTION


 


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


 


ARTICLE XVI.   NO WAIVER


 


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


 


ARTICLE XVII.   NOTICES


 


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


 


If to WORLDSPAN:


 


WORLDSPAN, L.P.


7310 Tiffany Springs Parkway


Kansas City, MO 64153


U.S.A.


Teletype:  HDQAS1P


Facsimile:  816/891-6170


ATTN:  Director-Airline and
Assoc. Sales


 


16

















 


with a copy to:


 


 


WORLDSPAN, L.P.


Suite 2100


300 Galleria Parkway, N.W.


Atlanta, Georgia 30339


U.S.A.


Teletype:  ATLMS1P


Facsimile:  404/916-7878


ATTN:  Legal Department


 


If to Participating Carrier:


 


USAir, Inc.


W. Kenneth Purnell


Crystal Park Four


2345 Crystal Drive, 4th Floor


Arlington, VA 22227


 


Teletype:  DCAPX


Facsimile:  703-418-5393


ATTN:  W. Kenneth Purnell


 


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.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  USAir, Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/

  	
   Brian M.
  Dwyer

  	
   

  	
   

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
  Brian M. Dwyer

  	
   

  	
  Richard A. Lee

  	
   

  
	
  Title:

  	
  Vice President - Sales & Advertising

  	
   

  	
  Director-Airline and

  	
   

  
	
   

  	
   

  	
   

  	
  Associate Sales

  	
   

  
							



 


18

















 


AMENDMENT


 


THIS Amendment to WORLDSPAN Participating Carrier Agreement
(“Amendment”) is effective as of February 1, 199l, 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
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 reservation services that are offered to users of any other CRS:
provided, however, that Participating Carrier’s unit cost in providing any such
discrete improvement, enhancement or function for WORLDSPAN Users is not
substantially greater than the unit cost incurred by Participating Carrier in
providing the same improvement, enhancement or function to the users of any
other CRS.”


 


2.             Article
2.10 is hereby deleted and replaced and superceded as follows:


 


2.10.        Participating Carrier agrees that it
will not discriminate against any WORLDSPAN User on account of that User’s
selection, possession or use of the WORLDSPAN System by way of any conduct
which would: (i) violate any applicable CRS Rules; (ii) constitute an unfair
trade practice under any applicable U.S. federal or state law or the comparable
law of any foreign country or jurisdiction, as applicable; or (iii) violate any
applicable antitrust laws of the United States or any other country or jurisdiction.


 


3.             Article
2.11 is hereby deleted and replaced and superceded as follows:


 


2.11.        Except as set forth 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, setoff or counterclaim.


 


4.             The
Addendum-Supplemental Services Seat Selection/Boarding Passes dated February 1,
1991, completed between the parties in connection with the Agreement is amended
as follows:


 


A.                                   The
second sentence of Section l.A is hereby deleted and replaced and superceded as
follows: “Participating Carrier will use its best efforts to transmit a
response to


 

















 


a seat request from a WORLDSPAN
User within two (2) hours of receiving such request, and such information shall
appear on the boarding pass in such a manner as WORLDSPAN shall determine from
time to time.”


 


B.                                     Section
1.A is further amended by the addition of the following new sentence at the end
of the existing Section 1.A: “WORLDSPAN acknowledges that the treatment
accorded Participating Carrier pursuant to this Section 1.A shall also apply to
any Code Sharing flights of Participating Carrier.”


 


C.                                     Section
2.D is hereby amended by the addition of a new sentence at the end of the
existing Section 2.D as follows: “WORLDSPAN acknowledges that, pursuant to
Article 7.1 of the Agreement, it is required to give Participating Carrier at
least thirty (30) days prior written notice in the event that WORLDSPAN elects
to impose a charge for any service provided pursuant to this Addendum.”


 


5.             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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  USAir, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Brian M.
  Dwyer

  	
   

  	
  BY:

  	
  /s/ Richard A.
  Lee

  	
   

  
	
  TITLE: 

  	
  Vice President, Sales & Advertising

  	
   

  	
   

  	
  Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Director-Airline
  & Associate Sales

  	
   

  
							



 


2

















 


Amendment to the Worldspan Participating Carrier Agreement

Automated Reissues


 


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


 


WHEREAS, Worldspan
and Participating Carrier entered into the Worldspan Participating Carrier
Agreement dated September, 1990 (the “Agreement”)


 


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


 


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


 


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


 


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


 


4.                                       Worldspan
reserves the right to assess separate fees for the services provided in this
Amendment upon not less than thirty (30) days prior written notice to
Participating Carrier.


 


5.                                       Either
party may elect to terminate this Amendment without further obligation upon not
less than thirty (30) days written notice to the other party.


 


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


 


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


 

















 


	
  PARTICIPATING CARRIER

  	
   

  	
  Worldspan, L. P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  US
  Airways, Inc.

  	
   

  	
   

  
	
  (Participating Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Theresa Fox

  	
   

  	
  /s/ Scott Anderson

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Theresa Fox

  	
   

  	
  Scott Anderson

  	
   

  
	
  (Name)

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director,

  	
   

  	
  Manager - The Americas

  
	
  Electronic Commerce & Distribution

  	
   

  	
  Airline Sales & Marketing

  	
   

  
	
  (Title)

  	
   

  	
  (Title)

  



 


2

















 


ADDENDUM-SUPPLEMENTAL SERVICES


DRS/GRS


 


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


 


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


 


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


 


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


 


1.             DRS/GRS
LEVELS


 


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


 


ý            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.


 


2

















 


4.             TERM


 


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


 


5.             NO
OTHER AMENDMENT


 


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


 


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


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  USAir, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BY:

  	
  /s/ Richard A.
  Lee

  	
   

  
	
  BY:

  	
  /s/ Brian M.
  Dwyer

  	
   

  	
   

  	
  Richard A. Lee

  	
   

  
	
   

  	
  Brian M. Dwyer

  	
   

  	
   

  	
  Director-Airline
  & Associate Sales

  	
   

  
	
  TITLE: 

  	
  Vice President, Sales & Advertising

  	
   

  	
   

  	
   

  	
   

  
							



 


3

















 


ADDENDUM - SUPPLEMENTAL
SERVICES


SEAT SELECTION/BOARDING PASS


 


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


 


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


 


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


 


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


 


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


 


1.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


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


 

















 


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


 


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


 


	
  ý

  	
  Alternative 1:

  	
   

  	
  Seat Selection Services and Boarding Pass
  Services

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Alternative 2:

  	
   

  	
  Seat Selection Services only.

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Alternative 3:

  	
   

  	
  Seat Selection Services and Boarding Pass Services
  on selected flights.

  



 


2.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


3.             TERM


 


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


 


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


 


2

















 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  USAir, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Brian M.
  Dwyer

  	
   

  	
  BY:

  	
  /s/ Richard A.
  Lee

  	
   

  
	
   

  	
  Brian M. Dwyer

  	
   

  	
   

  	
  Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Director-Airline
  & Associate Sales

  	
   

  
	
  TITLE: 

  	
  Vice President, Sales & Advertising

  	
   

  	
   

  	
   

  	
   

  
							



 


3

















 


ADDENDUM - SUPPLEMENTAL
SERVICES


MARKETING INFORMATION DATA
TAPES (MIDT)


 


THIS Addendum is by and between WORLDSPAN, L.P. (“WORLDS PAN”) 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.


 


o                                                                                    PARS
U.S. Domestic Tape: This tape contains booking data generated by all WORLDSPAN
Users using PARS. It is limited to information on U.S. domestic flights. This
tape may be purchased by U.S. certificated carriers only.


 


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


 

















 


B.                                     MIDT
Available from DATAS II.


 


ý                                                                                    DATAS
II U.S. Domestic Tape: This tape contains booking data generated by all
WORLDSPAN Users using DATAS II. It is limited to information on U.S. domestic
flights. This tape nay be purchased by U.S. certificated carriers only.


 


2.             Delivery
by WORLDSPAN.


 


A.                                   WORLDSPAN
shall begin supplying the selected MIDT to Participating Carrier within 90 days
of receipt of this Addendum signed by Participating Carrier.


 


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


 


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


 


3.             Treatment
of MIDT and Data.


 


A.                                   Participating
Carrier agrees that the MIDT and the information therein are provided for the
use of Participating Carrier only and the MIDT and the information therein may
not be published, duplicated, reproduced, copied, disclosed or distributed in
any manner, in whole or in part, except to a travel agent with respect to the
information derived from the Bookings created by that travel agent 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. Domestic Tape - Eight Thousand Dollars ($8,000.00) per month.


 


B.                                     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).


 


2

















 


C.                                     PARS
International 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.                                    DATAS
II U.S. Domestic Tape - Seven Thousand Five Hundred Dollars ($7,500.00) per
month.


 


E.                                      The
monthly charges pursuant to subsections (b) and (c) above shall be determined
by the number of WORLDSPAN Users on January 1 each year and shall remain fixed
throughout the year unless and until the relevant number of WORLDSPAN Users
increases or decreases by more than ten percent (10%). If there is such a 10%
change during the year, the monthly charge shall be recalculated for the
remainder of the year.


 


5.             Term. This
Addendum shall become effective on January 1, 1992, 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.
In the event of any change in any CRS Rules which would prohibit the delivery
of any MIDT, or in the event that delivery of any MIDT by WORLDSPAN is
prohibited by any CRS Rules, Participating Carrier acknowledges that nothing
herein shall be construed to require WORLDSPAN to request any change in such
CRS Rules or apply for an amendment to such CRS Rules to permit the delivery of
any MIDT.


 


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


 


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


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized undersigned representatives as of January 1,
1992.


 


3

















 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  USAirways, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Brian M.
  Dwyer

  	
   

  	
  BY:

  	
  /s/ Richard A.
  Lee

  	
   

  
	
   

  	
  Brian M. Dwyer

  	
   

  	
   

  	
  Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Director-Airline
  & Associate Sales

  	
   

  
	
  TITLE: 

  	
  Vice President, Sales & Advertising

  	
   

  	
   

  	
   

  	
   

  
							



 


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 WORLDS
PAN 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 WORLDSPA.N 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 WORLDSPA.N.


 


2.             SERVICE
SELECTION


 


ý                                                                                    Participating
Carrier elects to participate in WORLDSPAN Claim PNP. 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 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


 


2

















 


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.


 


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.


 


3

















 


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 he
executed by their duly authorized undersigned representatives as of August 27,
1998.


 


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  US Airways, Inc.

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Steve Tracas

  	
   

  	
   

  	
  /s/ Cheryl B. Weldon

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Steve Tracas

  	
   

  	
  Cheryl B. Weldon

  
	
  (Name)

  	
   

  	
  Director

  Airline and Served Affiliate Sales and

  Marketing

  
	
  Vice President, Sales

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


4

















 


WORLDSPAN


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:


 


DEFINITIONS


 


Unless otherwise
indicated, capitalized terms herein shall have the meanings set forth in the
Agreement. In addition, for purposes of this Addendum, the following
capitalized terms, shall have the meanings described below:


 


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


 


AIRLINE SOURCE
shall mean the capability of the WORLDSPAN System to communicate with
Participating Carrier’s system in a real time mode each time a WORLDSPAN User
requests an availability display involving a Participating Carrier flight, and
provide a transparent response to such User based on information provided from
Participating Carrier’s system.


 


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


 


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.


 


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


 


Internal Database
shall mean the database normally maintained by WORLDSPAN including
Participating Carrier’s schedules, flight class, and flight status information.


 


1.             ACCESSPLUS OPTIONS AND CHARGES


 


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


 


ý                            WORLDSPAN
Direct Response


Bookings on Participating Carrier flights will be
acknowledged to WORLDSPAN Users through Direct Response according to this Addendum.
The charges for Direct Response participation are set forth in Schedule A
attached hereto and incorporated herein and are applicable to Bookings for
which a booking message is sent via teletype except those arising out of Direct
Access.


 


ý                            WORLDSPAN
Direct Access


Participating Carrier
flights will be available through Direct Access according to this Addendum. The
charges for Direct Access participation are set forth in Schedule A attached
hereto and incorporated herein and are applicable to Bookings arising out of
Direct Access.


 


2.                                       ACCESSPLUS OPTIONS AND CHARGES
(Continued)


 


ý                            WORLDSPAN
Direct Sell   


Bookings on Participating
Carrier flights will be made through Direct Sell according to this Addendum.
The charges for Direct Sell participation are


 


2

















 


set forth in Schedule A
attached hereto and incorporated herein and are applicable to Bookings arising
out of Direct Sell.


 


WORLDSPAN
offers two versions of AIRLINE SOURCE participation. Please initial indicating
the version in which you choose to participate.


 


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


Participating Carrier’s
flight availability will be displayed directly from Participating Carrier’s
system to WORLDSPAN Users through ALS functionality according to this Addendum.
With each inquiry, WORLDSPAN will provide Participating Carrier the identity
and location of the WORLDSPAN User, origination and destination points,
requested departure date and any trip constructed with one or more of Participating
Carrier’s designated ALS flight segments. The charges for ALS Version One (1)
participation are set forth in Schedule A attached hereto and incorporated
herein and are applicable to all Bookings arising out of Direct Sell.


 


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


Participating Carrier’s
flight availability will be displayed directly from Participating Carrier’s
system to WORLDSPAN Users through ALS functionality according to this Addendum.
With each inquiry, WORLDSPAN will provide Participating Carrier with the date,
board and off point of the specific Participating Carrier flight(s) being
requested and which Participating Carrier has designated as ALS flight
segments. The charges for ALS Version Two (2) participation are set forth in
Schedule A attached hereto and incorporated herein and are applicable to all
Bookings arising out of Direct Sell.


 


3.             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, with the
exception of Direct Response. This information 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 B of this Addendum.


 


B.                                     If
applicable, Participating Carrier agrees to allow installation of a direct and
dedicated communications line between the WORLDSPAN System and Participating
Carrier’s system for Direct Access, Direct Sell and/or ALS. Participating
Carrier and WORLDSPAN shall share equally the charges for said communications
line. Additionally, Participating Carrier agrees to acquire the appropriate
hardware for use with Participating Carrier’s system to facilitate the


 


3

















 


operation of said
communications line. Such hardware shall be provided by WORLDSPAN to
Participating Carrier at WORLDSPAN’s then prevailing rates and terms. Selection
and ordering of the hardware and the direct and dedicated communications line
shall be as mutually agreed upon by the parties. The mutual agreement may
include the decision to use a comparable link via SITA.


 


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


 


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


 


E.                                      If
Participating Carrier participates in Direct Sell, Participating Carrier agrees
to send a positive acknowledgment message including the PNR file address of
Participating Carrier’s system upon receipt of a WORLDSPAN booking message
containing a “DK” action code.


 


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


 


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


 


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


 


4

















 


I.                                         Participating
Carrier who participates in Direct Access, Direct Sell and/or ALS will arrange
for the processing of all WORLDSPAN User AccessPLUS booking messages on a
priority and current basis and as quickly as it processes similar messages from
any other CRS. All Direct Access, Direct Sell and/or ALS Bookings 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.


 


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


 


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


 


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


 


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


 


N.                                    Participating
Carrier shall establish and operate its AccessPLUS connection for Direct
Access, Direct Sell and/or ALS as defined in WORLDSPAN’s applicable


 


5

















 


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


 


O.                                    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.


 


4.             RESPONSIBILITIES OF WORLDSPAN


 


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


 


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


 


C.                                     WORLDSPAN
will provide WORLDSPAN Users with direct inquiry capability using ALS or Direct
Access, as appropriate, into Participating Carrier’s system to obtain real time
information and system generated inquiries by means of AccessPLUS. For markets
served by Participating Carrier, such schedule, availability, fare and flight
information (as displayed in Participating Carrier’s system) will be provided
to WORLDSPAN Users through Direct Access via common language translations where
possible, subject to constraints and processing limitations of Participating
Carrier’s system. However, in markets not served by Participating Carrier, the
WORLDSPAN User will be advised that Participating Carrier does not provide
service in the requested market.


 


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


 


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


 


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


 


6

















 


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


 


5.             JOINT TERMS AND CONDITIONS


 


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


 


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


 


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


 


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


 


E.                                      If
Participating Carrier participates in ALS, each month WORLDSPAN and
Participating Carrier shall make available to the other, at no additional
charge, documentation to ensure the AIRLINE SOURCE/Direct Sell program is
operating at a level mutually acceptable to both parties. These reports shall
include sufficient data to allow each party to review number of messages
send/received,


 


7

















 


time-outs, average
response time and circuit utilization. These reports shall also include the
same information for the peak day within the month.


 


6.             FEES


 


Participating Carrier
shall pay WORLDSPAN’s charges for AccessPLUS as established pursuant to this
Addendum as may be revised from time to time and in the manner provided in the
Agreement.


 


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


 


7.             TERM


 


This Addendum shall
become effective on the date set forth below, and shall continue in effect for
a minimum of twelve (12) months. Thereafter, it shall continue until terminated
by either party on not less than thirty (30) days prior written notice. The
foregoing notwithstanding, WORLDSPAN may terminate this Addendum at any time
with respect to the 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.


 


8.             NO OTHER AMENDMENT


 


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


 


IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their duly authorized undersigned representatives as of 8/27, 1998.


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  US Airways, Inc.

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Steve Tracas

  	
   

  	
   

  	
  /s/ Cheryl B. Weldon

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Steve Tracas

  	
   

  	
  Cheryl B. Weldon

  
	
  (Name)

  	
   

  	
  Director

  Airline and Served Affiliate Sales and 

  Marketing

  
	
  Vice President-Sales

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


8

















 


SCHEDULE A


 


CHARGES


 


1.             BILLING CONFERENCE 1


 


The following definitions shall apply to charges for Transactions which
are made by WORLDSPAN Users in Billing Conference 1 as defined in Schedule 1 to
the Agreement:


 


NEW
shall mean a Transaction that results in a Booking containing a status code of
HK excluding passive segments entered as HK.


 


PASSIVE
shall mean a Transaction that results in a Booking containing a passive status
code (e.g., MK) and for which a message has not been transmitted from the
WORLDSPAN System unless otherwise agreed to by WORLDSPAN and the Participating
Carrier (e.g., Passive Segment Notification).


 


OTHER
shall mean a Transaction that results in a Booking that is neither NEW nor
PASSIVE (e.g., requesting space or waitlisting space).


 


CANCEL
shall mean a Transaction that results in the Cancellation of a Booking in the
itinerary portion of the PNR.


 


The following are the charges that will apply to AccessPLUS
Transactions made by WORLDSPAN Users in Billing Conference 1. Charges are per
Transaction.


 


	
   

  	
   

  	
  NEW

  	
   

  	
  PASSIVE

  	
   

  	
  OTHER

  	
   

  	
  CANCEL

  	
   

  
	
  Direct Response

  	
   

  	
  $

  	
  1.28

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .55

  	
   

  	
  $

  	
  .27

  	
   

  
	
  Direct Access

  	
   

  	
  $

  	
  1.47

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .55

  	
   

  	
  $

  	
  .27

  	
   

  
	
  Direct Sell

  	
   

  	
  $

  	
  1.47

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .55

  	
   

  	
  $

  	
  .27

  	
   

  
	
  AIRLINE
  SOURCE-Version 1

  	
   

  	
  $

  	
  1.57

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .55

  	
   

  	
  $

  	
  .27

  	
   

  
	
  AIRLINE
  SOURCE-Version 2

  	
   

  	
  $

  	
  1.57

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .55

  	
   

  	
  $

  	
  .27

  	
   

  



 


2.             BILLING
CONFERENCES 2,3 AND 4


 


The following are the charges that will apply to Net Bookings made by
WORLDSPAN Users in Billing Conferences 2, 3 and 4 as defined in Schedule 1 to
the Agreement. Charges are per Net Booking.


 

















 


	
   

  	
   

  	
  BC2

  	
   

  	
  BC3

  	
   

  	
  BC4

  	
   

  
	
  Direct Response

  	
   

  	
  $

  	
  3.43

  	
   

  	
  $

  	
  3.39

  	
   

  	
  $

  	
  2.72

  	
   

  
	
  Direct Access

  	
   

  	
  $

  	
  3.72

  	
   

  	
  $

  	
  3.55

  	
   

  	
  $

  	
  2.97

  	
   

  
	
  Direct Sell

  	
   

  	
  $

  	
  3.72

  	
   

  	
  $

  	
  3.55

  	
   

  	
  $

  	
  2.97

  	
   

  
	
  AIRLINE SOURCE-Version
  1

  	
   

  	
  $

  	
  3.94

  	
   

  	
  $

  	
  3.77

  	
   

  	
  $

  	
  3.15

  	
   

  
	
  AIRLINE SOURCE-Version
  2

  	
   

  	
  $

  	
  3.87

  	
   

  	
  $

  	
  3.71

  	
   

  	
  $

  	
  3.05

  	
   

  



 


Payment for all booking
fees will be made in USD.


 


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


 


2

















 


SCHEDULE B


 


ACCESSPLUS
FEATURES


 


WORLDSPAN Direct Response


 


1.                                       PNR
File Address return upon receipt of teletype Booking


 


WORLDSPAN Direct Access


 


1.                                       Schedules


2.                                       Availability


3.                                       Scroll
Capability


4.                                       Flight
Information


5.                                       Fares


6.                                       Fare
Rules


7.


8.                                       Seat
Maps


9.                                       Last
Seat Availability


10.                                 PNR
Display


 


WORLDSPAN Direct Sell


 


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


 


1.                                       Real-time
decrement of inventory


•              Manual segment sell


•              Sell from availability


•              Divide PNR


2.                                       Interactive
Waitlist/Priority Waitlist


3.                                       Interactive
Frequent Traveler Name and Number Verification


4.                                       Interactive
Seats Selection and Boarding Passes


5.                                       Positive
Acknowledgment


 


WORLDSPAN AIRLINE SOURCE


 


All Direct Sell Features
are included, in addition to:


 


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


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


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


 


(Version 1).


 


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


 

















 


SCHEDULE C


 


IMPLEMENTATION
SCHEDULE


 


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


 


PLEASE COMPLETE:


 


	
  Participating Carrier Specifications Document
  Contact:

  
	
   

  
	
  Name:

  	
  Denise M. Bessette

  
	
  Address:

  	
  2345 Crystal Drive

  
	
   

  	
  Arlington, VA 22227

  
	
  Phone:

  	
  (703)872-5383

  
	
  Fax:

  	
  (703) 872-5393

  
	
  Teletype:

  	
  DCAPXUS

  



 


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


 


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


 


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


 

















 


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
a CRS.


 


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


 


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


 


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


 

















 


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.                                     ý
Participating Carrier agrees to purchase from WORLDSPAN the Revenue Accounting
Data relating to Participating Carrier from the WORLDSPAN System. Participating
Carrier agrees to pay seven cents ($.07) for each Ticket Record transmitted to
Participating Carrier by WORLDSPAN, but in no event shall the charges be less
than two thousand dollars ($2,000.00) per month. In addition, Participating
Carrier agrees to purchase from WORLDSPAN the Revenue Accounting Data relating
to the IRS of each Hosted Carrier. Participating Carrier agrees to pay one and
one half cents ($.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 transmission.


 


C.                                     o
Participating Carrier shall receive Revenue Accounting Data relating to
Participating Carrier from the WORLDSPAN System and the IRS of each WORLDSPAN
Carrier provided that Participating Carrier provides to each of the WORLDSPAN
Carriers the Revenue Accounting Data relating to such WORLDSPAN Carrier from
Participating Carrier’s IRS and any Affiliated CRS of Participating Carrier (if
any). In the event that the WORLDSPAN Carriers are already receiving Revenue
Accounting Data relating to such WORLDSPAN Carriers from an Affiliated CRS due
to a Revenue Accounting Data Agreement Addendum between WORLDSPAN and another
participating carrier, Participating Carrier may still choose this option
provided that (1) the WORLDSPAN Carriers continue to receive such Revenue
Accounting Data from the Affiliated CRS at no cost during the term of this
Addendum, and (2) Participating Carrier provides to the WORLDSPAN Carriers the
Revenue Accounting Data relating to such WORLDSPAN Carriers from Participating
Carrier’s IRS. WORLD SPAN 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. [Prercquisite: Participating Carrier has
executed a current “Agreement for TCN Exchange Services” or its equivalent with
ATPCO.]


 


4.             USE OF REVENUE
ACCOUNTING DATA


 


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


 


5.             EXPENSES


 


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


 


6.             DISCLAIMER


 


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


 


3

















 


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.


 


S.             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 riot
be affected, and this Addendum shall continue in full force and effect as if such
prohibited, illegal or invalid provision had never constituted a part hereof,
with this Addendum being enforced to the fullest extent possible.


 


IN WITNESS WHEREOF, the parties hereto have executed this Addendum by
their undersigned, duly authorized representatives as of May 15th, 1999.


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  	
   

  
	
  US Airways, Inc.

  	
   

  	
   

  
	
  /s/ Steve Tracas

  	
   

  	
   

  	
  /s/ Lawrence Curcuru

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Steve Tracas

  	
   

  	
  Lawrence Curcuru

  
	
  (Name)

  	
   

  	
  Airline and Served Affiliate Sales and

  Marketing

  
	
  Vice President-Sales

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


4

















 


WORLDSPAN


 


AMENDMENT TO
THE WORLDSPAN ADDENDUM - SUPPLEMENTAL SERVICES


 


REVENUE
ACCOUNTING DATA


 


THIS Amendment to the WORLDSPAN Addendum - Supplemental Services
Revenue Accounting Data (“Amendment”) is made and effective the 18th day of
May, 1999, 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 Revenue Accounting Data dated the
15th of May, 1999 (the “Addendum”).


 


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


 


NOW, THEREFORE, it is agreed:


 


1.             Article
2 of the Addendum is hereby amended to add the following:


 


During the term of
this Addendum, Participating Carrier may elect to change its designated option
under this Section 2 by giving WORLDSPAN advance written notice of such
requested change. All changes will become effective on the first day of the
month following the date notice was provided.


 


2.             Article
4 of the Addendum is hereby amended to add the following:


 


Notwithstanding
the foregoing, Participating Carrier agrees that the Revenue Accounting Data
and the information therein are provided for the use of Participating Carrier
and its code share affiliates only and the Revenue Accounting Data and the
information therein may not be published, duplicated, reproduced, copied,
disclosed or distributed to any third party, in whole or in part, except to a
travel agent with respect to the information derived from the Bookings created
by that travel agent and only with respect to that information.


 


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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  US Airways, Inc.

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
  /s/ Steve Tracas

  	
   

  	
  BY:

  	
   

  	
  /s/ Lawrence Curcuru

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
  Steve Tracas

  	
   

  	
  Lawrence Curcuru

  
	
   

  	
  (Name)

  	
   

  	
  Airline and Served Affiliate Sales and

  
	
   

  	
   

  	
  Marketing

  
	
  TITLE:

  	
  Vice President, Sales

  	
   

  	
   

  	
   

  
									



 


2

















 


WORLDSPAN


 


ADDENDUM -
SUPPLEMENTAL SERVICES


 


RESTRICT NAME
CHANGE


 


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


 


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


 


WORLDSPAN has developed a procedure for Participating Carrier to
restrict name changes to Passenger Name Records (“PNRs”) created by WORLDSPAN
Users for Participating Carrier’s flights.


 


Participating Carrier wishes to use Restrict Name Change.


 


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


 


1.             DEFINITIONS


 


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


 


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


 


2.             RESTRICT
NAME CHANGE FUNCTIONALITY


 


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


 


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


 


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


 


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


 

















 


W/, etc.). WORLDSPAN
Users will not be permitted to override the Restrict Name Change.


 


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


 


3.             TRANSMISSION
EFFECTIVE DATE


 


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


 


ý                                    Participating
Carrier is able to accept Restrict Name Change effective (date):  09/01/99.


 


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


 


4.             RESTRICT
NAME CHANGE SELECTIONS


 


Participating
Carrier requests the following Restrict Name Change selections:


 


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


 


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


 


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


 


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


 


ý                                    Restrict surname
change if the class of service in the itinerary matches a certain class of
service identified specifically by Participating Carrier. **Please specify
which classes of service you wish to restrict: V, VN, K, KN.


 


o                                    Restrict given name
change if the class of service in the itinerary matches a certain class of
service identified specifically by Participating Carrier. **Please specify
which classes of service you wish to
restrict:                                              .


 


NOTE: Restrictions prevent partial or complete name changes.


 


2

















 


5.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


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


 


6.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


7.             FEES


 


A.                                   Participating
Carrier agrees to pay a one-time set-up fee of Two Thousand Five Hundred
Dollars (USD $2,500.00) to participate in Restrict Name Change.


 


B.                                     If
Participating Carrier does not have access to a WORLDSPAN co-host terminal,
Participating Carrier shall pay an additional monthly fee of Two Hundred
Dollars (USD $200.00) for WORLD SPAN to maintain and update Participating
Carrier’s Restrict Name Change Table.


 


3

















 


8.             TERM


 


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


 


9.             NO
OTHER AMENDMENT


 


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


 


IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their duly authorized undersigned representatives as of August
31st, 1999.


 


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  US Airways, Inc.

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Steve Tracas

  	
   

  	
  BY:

  	
  /s/ Lawrence J. Curcuru

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
  Steve Tracas

  	
   

  	
  Lawrence J. Curcuru

  
	
  (Name)

  	
   

  	
  Manager

  Airline and Served Affiliate Sales and

  Marketing

  
	
  TITLE:

  	
  Vice President-Sales

  	
   

  	
   

  	
   

  
							



 


4

















 


ADDENDUM - SUPPLEMENTAL SERVICES


BILLING INFORMATION DATA TAPES


 


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


 


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


 


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


 


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


 


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


 


1.             BIDT FORMAT.


 


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


 


ý            A. Square Cartridge


 


ý            B. CD-ROM


 


2.             RESPONSIBILITIES OF PARTICIPATING CARRIER.


 


A.                                   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 unless
otherwise agreed to by Worldspan. Participating Carrier shall not copy or
reproduce the BIDT or the information thereon except for the purpose of
utilizing the BIDT as provided herein. Participating Carrier shall not sell,
assign, transfer, convey or otherwise provide to anyone else any BIDT or
information thereon, in whole or in part, without the express prior written
consent of Worldspan.


 


B.                                     Participating
Carrier agrees to pay Worldspan all amounts due under the Agreement and this
Addendum in full without deduction, set off or counterclaim. In the event that
Participating Carrier believes that any amount charged to it by Worldspan is
inaccurate, then Participating Carrier may submit a credit request to


 

















 


Worldspan which shall
adhere to the requirements for submitting credit requests to Worldspan as
specified in Attachment A attached hereto and incorporated herein. If
Participating Carrier defaults under the terms of the Agreement, Worldspan may,
in its sole discretion, suspend or terminate this Addendum in whole or in part.


 


3.             RESPONSIBILITIES OF Worldspan.


 


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


 


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


 


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


 


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


 


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


 


	
  Name:

  	
   

  	
  Alexandra Wendt

  
	
  Company/Department:

  	
   

  	
  US Airways/Distribution Operations

  
	
  Street Address:

  	
   

  	
  2345 Crystal Drive

  
	
  Suite

  	
   

  	
   

  
	
  City/State:

  	
   

  	
  Arlington, VA

  
	
  Postal Code/Country:

  	
   

  	
  22227

  
	
  Telephone:

  	
   

  	
  703-872-6070

  



 


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


 


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


 


2

















 


4.             FEES.


 


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


 


5.             TERM.


 


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


 


6.             NO OTHER AMENDMENT.


 


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


 


3

















 


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


 


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  Worldspan,
  L. P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S. Airways

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Clint Davis

  	
   

  	
  /s/ Scott Anderson

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  Clint Davis

  	
   

  	
  Scott Anderson

  
	
  (Name)

  	
   

  	
  Manager - The Americas

  
	
   

  	
   

  	
  Airline Sales and Marketing

  
	
  Manger - Distribution Operations

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


4

















 


ATTACHMENT A

REQUIREMENTS FOR CREDIT REQUESTS


 


Participating Carrier shall adhere to the following requirements for
Credit Requests.


 


•                  Participating
Carrier may submit credit requests of 500 segments or less in print format. For
claims exceeding 500 segments, Participating Carrier must submit credit
requests on diskette in ASCII format in addition to print copies. Credit
requests must include the following information in individual data fields
separated with tabs or commas.


 


•      Agency ID
(SID)


•      Agency
IATA #


•      Transaction
Date


•      City Pair


•      Flight Number


•      Flight Date


•      Booking Class


•                  Previous
Status Code


•                  Current
Status Code


•                  Transaction
Indicators


•                  PNR
Record Locator


•                  Passenger
Count


•                  Billing
Rate


•                  Billing
Amount


•                  Passenger
Name


•                  Reason
for Credit Request (e.g. Invalid City Pairs, Invalid flight #’s)


 


Participating Carrier should sort printed information
by IATA Number (Primary), Worldspan File Address (Secondary), and Flight
Number/Date (Tertiary).


 


•                  For
charges incurred under the net billing method, Worldspan will only review
credit requests for Bookings if the flight date is earlier than the Worldspan
invoice date. Worldspan will not issue credits for Bookings that contain
future flight dates to avoid duplicate credits.


 


•                  Worldspan
will consider credit requests for invalid city pairs and invalid flight numbers
only if the subscriber booked the segment as a passive segment. Worldspan
will only accept claims for valid airport codes and/or city codes that
Participating Carrier does not service.


 


•                  Even
though subscribers may not book certain classes of service through Worldspan
(e.g., frequent flyer users, groups), Worldspan will not issue class of service
credits if the class of service exists in Participating Carrier’s system.


 


•                  Worldspan
will not consider issuing credits for duplicate or fraudulent Bookings unless
Participating Carrier provides documents to support the claim that the Bookings
are the result of fraudulent system use. In addition, Participating Carrier
must provide documentation to Worldspan indicating that Participating
Carrier advised the applicable subscribers to cease the fraudulent practice(s).
Worldspan
reserves the right to deduct at least one (1) Productivity Pricing credit from
a subscriber’s invoice for each Booking verified by Worldspan to be the result of
fraudulent system use.


 

















 


Worldspan
may notify the applicable subscriber of all deductions referencing
Participating Carrier’s request for credit including PNR Record Locators. The
notification will advise the subscribers that future fraudulent use of the Worldspan
System may result in Participating Carrier exercising its option to inhibit
autoticket validation for the subscriber. Upon receipt by Worldspan of future credit
requests from Participating Carrier for the same subscriber, Worldspan
may require stronger action from Participating Carrier, such as inhibiting
autoticket validation or applying point of sale controls, before issuing any
credit to Participating Carrier.


 


•                  Participating
Carrier must submit any segment discrepancies on one (1) Segment Credit Request
per month. Pursuant to relevant provisions in the Agreement, Participating
Carrier must submit segment discrepancy requests within six (6) months of the
date of the disputed Worldspan invoice.


 


•                  Worldspan
will calculate credits due to Participating Carrier, if any, based on the
charges and currency exchange rates in effect as of the original invoice date.
Subsequent Worldspan invoices will reflect the total amount credited to
Participating Carrier pursuant to its claim.


 


•                  Worldspan
will not issue credit for segment fees based solely on average cost per net
segment criteria commonly referred to as “High Net Cost Agency” or “High Net
Cost Segment.” All segment fees, regardless of average cost per net segment,
will be deemed valid provided those segments were booked in accordance with the
Agreement and this Addendum.


 


•                  Worldspan
will not issue credit for segment fees submitted solely on the basis that they
were created by non-ARC approved agencies. Segments booked through non-ARC
approved agencies, commonly identified by 99 in the first two digits of the
agency’s IATA number, are often ticketed by a central ticketing location or
home branch. All segment fees booked through non-ARC agencies will be deemed
valid provided those segments were booked in accordance with the Agreement and
this Addendum.


 

















 


WORLDSPAN

ADDENDUM-SUPPLEMENTAL SERVICES

ELECTRONIC TICKETING


 


THIS WORLDSPAN
Addendum-Supplemental Services Electronic Ticketing (“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, Electronic
Ticketing pursuant to the terms of this Addendum to the Agreement.


 


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


 


1.             DEFINITIONS


 


Unless otherwise indicated, capitalized terms herein shall have the
meanings set forth in the Agreement. In addition, for purposes of this
Addendum, the following capitalized terms shall have the meanings described
below:


 


Electronic Ticket shall mean the electronically
generated entitlement for airline travel and/or other services as defined in
the Air Transport Association’s Resolution 20.60-Airline and 20.61-Agent, as
amended from time to time. The WORLDSPAN System shall provide the functionality
to print the auditor’s, agent, and charge (when applicable) coupons and the
passenger receipt for the WORLDSPAN User.


 


Electronic Ticket Data Base shall mean the program
resident in Participating Carrier’s system that stores all data transmitted via
Electronic Ticketing, the current status of each flight coupon (e.g., “open for
use,” “used,” “void”), the history of each update that occurs to the status of
each flight coupon of an Electronic Ticket, and other relevant information.


 


Electronic Ticketing shall mean the method by which
WORLDSPAN Users document the sale for transportation and/or related services
without requiring the issuance of paper value documents to be exchanged for the
use of the transportation and/or related services.


 


Inquiry shall mean the message to Participating
Carrier generated when a WORLDSPAN User requests Electronic Ticketing
information.


 


WORLDSPAN  AccessPLUS Interface
Document shall mean WORLDSPAN’s technical/functional
specifications for AccessPLUS products and Electronic Ticketing.


 

















 


2.             RESPONSIBILITIES OF PARTICIPATING CARRIER


 


A.                                   Participating
Carrier, at its sole cost and expense. shall develop, maintain, he responsible
for the storage of. and allow WORLDSPAN Users access to, the Electronic Ticket
Data Base.


 


B.                                     Participating
Carrier, at its sole cost and expense, shall send a positive acknowledgment
and/or authorization message upon receipt of a WORLDSPAN User’s Electronic
Ticket.


 


C.                                     Participating
Carrier shall allow WORLDSPAN Users access to Electronic Ticket information and
flight coupon status and history pursuant to the time restrictions indicated
below:


 


1.                                       Electronic
Ticket flight coupons with a flight coupon status of “open for use” shall be
stored in Participating Carrier’s system and accessible to WORLDSPAN Users for
a minimum of thirteen (13) months from date of issuance.


 


2.                                       Electronic
Tickets with a flight coupon status that is no longer “open for use” (e.g.,
“used,” “void,” “exchanged,” “refunded,” “printed,” “flown,” “checked-in”)
shall be accessible to WORLDSPAN Users for a minimum of seven (7) days after
the Status has changed from “open for use.”


 


D.                                    Participating
Carrier, at its sole cost and expense, shall make available to WORLDSPAN Users
telephone technical support as may be reasonably necessary (e.g., reset flight
coupon Status in event of printer jam or communications time out).
Participating Carrier shall provide WORLDSPAN with the appropriate telephone
number(s) of the technical support and hours of availability.  Participating Carrier shall list such
information in Participating Carrier’s WORLDSPAN GRS, if Participating Carrier
subscribes to the WORLDSPAN GRS; alternatively, Participating Carrier shall
make such information available to WORLDSPAN Users in Participating Carrier’s
system though Direct Access.


 


E.                                      Participating
Carrier shall give WORLDSPAN at least ninety (90) days’ prior written notice of
any changes to Participating Carrier’s system which may affect Electronic
Ticketing. Should changes to Participating Carrier’s system require changes to
Electronic Ticketing, Participating Carrier shall


 


2

















 


promptly reimburse WORLDSPAN for the cost of such
changes at WORLDSPAN’s then prevailing rates, terms and conditions.


 


F.                                      If
applicable. Participating Carrier shall permit installation of a direct and dedicated
communications line between the WORLDSPAN System and Participating Carrier’s
system for Electronic Ticketing and Direct Access to Participating Carrier’s
Electronic Ticket Data Base, pursuant to paragraph 4.E. In the event
Participating Carrier elects to terminate the Addendum. the AccessPLUS
Addendum, or the Agreement, Participating Carrier agrees to maintain the
communications link, at its sole cost and expense, for the purpose of allowing
WORLDSPAN Users to service those Electronic Tickets issued prior to termination
of this Addendum. Participating Carrier agrees to allow WORLDSPAN Users access
to Participating Carrier’s Electronic Ticket Data Base for thirteen (13) months
after termination of this Addendum to view, print, void, refund or service in
any way Electronic Tickets issued prior to termination of this Addendum.


 


G.                                     Participating
Carrier shall complete the WORLDSPAN AccessPLUS Interface Document and return
it to WORLDSPAN within thirty (30) days of the effective date of this Addendum.


 


3.             RESPONSIBILITIES OF WORLDSPAN


 


A.                                   WORLDSPAN
shall provide Participating Carrier with technical/functional specifications
for Electronic Ticketing upon execution of this Addendum.


 


B.                                     WORLDSPAN
shall maintain and operate Electronic Ticketing. and shall cooperate with
Participating Carrier to resolve any problems in the maintenance of the
applicable communications lines between the WORLDSPAN System and Participating
Carrier’s system.


 


C.                                     WORLDSPAN
will send the Electronic Ticket message to the Participating Carrier. Said
message will contain all the information required by the Air Transport
Association’s Resolutions 20.60-Airline & 20.61-Agent, as amended from time
to time. WORLDSPAN will store Participating Carrier’s positive acknowledgment
and/or authorization in the PNR.


 


D.                                    WORLDSPAN
shall be responsible for assigning ticket numbers and utilizing the WORLDSPAN
User’s Airline Ticket and Boarding Pass (ATB) ticket range.


 


E.                                      WORLDSPAN
shall provide WORLDSPAN Users with direct inquiry capability using Direct Access
into Participating Carrier’s system to obtain real-rime information from
Participating Carrier’s Electronic Ticket Data Base.


 


3

















 


WORLDSPAN shall verify
WORLDSPAN User’s right to view an Electronic Ticket before the Electronic
Ticket is displayed to the WORLDSPAN User.


 


F.                                      Electronic
Tickets will be created in, and generated to Participating Carrier from thc
WORLDSPAN System pursuant to industry standards and as further set forth
herein. Once the Electronic Ticket is sent to Participating Carrier. WORLDSPAN
shall not store the Electronic Ticket in the WORLDSPAN System. WORLDSPAN Users
may access Participating Crier’s system to view the flight coupons or Status of
such flight coupons.


 


4.             JOINT TERMS AND CONDITIONS


 


A.                                   In
the event that either Participating Carrier or WORLDSPAN experiences a system
problem beyond its reasonable control, a scheduled system outage, or high
transaction volume, the affected party shall take all reasonable steps to avoid
inhibiting Electronic Ticketing during the period of time that such a system
problem, scheduled outage or high transaction volume exists. If Participating
Carrier has a scheduled system outage, then Participating Carrier shall notify
WORLDSPAN as much in advance as possible. Participating Carrier shall use
reasonable business efforts to reinstate Electronic Ticketing capabilities as
quickly as possible. If WORLDSPAN has a scheduled system outage with Electronic
Ticketing, then WORLDSPAN shall notify Participating Carrier as much in advance
as possible. WORLDSPAN shall use reasonable business efforts to reinstate
Electronic Ticketing capabilities as quickly as possible.


 


B.                                     Each
party agrees to devote resources sufficient to complete the programming
necessary to implement Electronic Ticketing and will use reasonable business
efforts to implement Electronic Ticketing pursuant to the implementation
schedule found in Schedule A. Except as otherwise expressly provided herein,
each party shall be responsible for its costs incurred as a result of this
Addendum.


 


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


 


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


 


E.                                      Participating
Carrier and WORLDSPAN shall share equally the charges for the direct and
dedicated communications line between the WORLDSPAN System


 


4

















 


and Participating
Carrier’s system for Electronic Ticketing and Direct Access to Participating
Carrier’s Electronic Ticket Data Base during the term of this Addendum.
Participating Carrier shall 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 then prevailing rates, terms and
conditions. Selection and ordering of the hardware and the direct and dedicated
communications line shall be as mutually agreed Upon by the parties. The mutual
agreement may include the decision to use a comparable link via SITA in which
case Participating Carrier shall be billed by SITA for outbound messages from
Participating Carrier’s system and WORLDSPAN shall be billed by SITA for
outbound messages from the WORLDSPAN System.


 


5.             FEES


 


WORLDSPAN reserves the right to assess and revise separate fees for the
services provided in this Addendum,


 


6.             TERM


 


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


 


7.             NO OTHER AMENDMENT


 


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


 


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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  US AIRWAYS, INC.

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Rita M. Cuddihy

  	
   

  	
  /s/ Lawrence J. Curcuru

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rita M. Cuddihy

  	
   

  	
  Lawrence J. Curcuru

  
	
  (Name)

  	
   

  	
  Director

  
	
   

  	
   

  	
  Airline Products & Associate Marketing

  
	
  Vice President - Marketing and Dist.Plng.

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


5

















 


SCHEDULE A

IMPLEMENTATION SCHEDULE


 


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


 


PLEASE COMPLETE:


 


Participating Carrier contact for WORLDSPAN AccessPLUS
Interface Document:


 


	
  Name:                                                                        

  
	
  Address:
                                                                          

  
	
   

  
	
   

  
	
  Phone:
                                                                          

  
	
  Fax:.                                                                        

  
	
  Teletype:
                                                                          

  



 


2.                                       Upon
receipt of the completed WORLDSPAN AccessPLUS Interface Document, WORLDSPAN
will furnish an agenda to Participating Carrier for the technical meeting
during which outstanding issues, if any, will be finalized.


 

















 


ADDENDUM-SUPPLEMENTAL SERVICES

PASSIVE SEGMENT NOTIFICATION


 


Main Customer
Number:                


 


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

















 


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.)


 


o                                    1.     PK and PL only.


 


ý                                    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 WORLDPSAN to include an SSR item in the Passive Segment
  Notification generated from a WORLDGroup PNR. Participating Carrier
  acknowledges that without the SSR item, Participating Carrier will not be
  able to differentiate between Passive Segment Notification from WORLDGroup PNRs
  and those received from other PNRs.

  



 


 


3

















 


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


 


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


 


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


 


4

















 


4.             RESPONSIBILITIES OF Worldspan


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.             FEES


 


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


 


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


 


5

















 


6.             TERM


 


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


 


7.             NO OTHER AMENDMENT


 


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


 


IN WITNESS WHEREOF, the parties hereto have
caused this Addendum to be executed by their duly authorized undersigned
representatives as of
                                  ,
20   .


 


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  Worldspan,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S. Airways, Inc.

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Clint C. Davis

  	
   

  	
  /s/ Scott Anderson

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Clint C. Davis

  	
   

  	
  Scott
  Anderson

  
	
   

  	
   

  	
  Manager
  - The Americas

  
	
   

  	
   

  	
  Airline Sales and Marketing

  
	
   

  	
   

  	
   

  
	
  Manager - Distribution Strategy

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


 


6

















 


Worldspan

PASSIVE SEGMENT NOTIFICATION


 


PARTICIPATING CARRIER CONTACT


 


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


 


	
  Name

  	
                                                                                     

  
	
   

  	
   

  
	
  Teletype Address

  	
                                                                                     

  
	
   

  	
   

  
	
  Telephone Number

  	
                                                                                     

  



 


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


 


o                                    Participating
Carrier is able to accept Passive Segment Notifications effective (date):
             


 


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.