Exhibit 10.42


 


WORLDSPAN PARTICIPATING
CARRIER AGREEMENT


 


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


 


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


 


Participating Carrier operates air transportation
services.


 


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


 


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


 


ARTICLE I.  
DEFINITIONS


 


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


 


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


 


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


 


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


 


ACH shall mean Airlines Clearing
House, Inc.


 


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


 


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


 

















 


AIRIMP shall mean ATC/IATA
Reservations Interline Message Procedures.


 


ARINC shall mean Aeronautical Radio,
Inc.


 


ATPCO shall mean the Airline Tariff
Publishing Company.


 


AVS shall mean Availability Status
Message.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


IATA shall mean the International
Air Transport Association.


 


OAG shall mean Official Airline
Guides, Inc.


 


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


 


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


 


SIPP shall mean Standard Interline
Passenger Procedures.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE II.  
GENERAL RESPONSIBILITIES OF PARTICIPATING CARRIER


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE III.  
FARE COMPUTATION


 


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


 


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


 


ARTICLE IV.  
GENERAL RESPONSIBILITIES OF WORLDSPAN


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE V.  
PARTICIPATION OPTIONS AND CHARGES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
  ý

  	
  Option (i):

  	
   

  	
  All segment
  availability status changes on all flights.

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Option (ii):

  	
   

  	
  First closing message
  on all flights.

  



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE VI.  
SUPPLEMENTAL SERVICES


 


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


 


ARTICLE VII.  
ADDITIONAL  SERVICES


 


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


 


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


 


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


 


ARTICLE VIII.  
TERM


 


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


 


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


 


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


 


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


 


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


 


ARTICLE IX.  
TAXES


 


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


 


12

















 


ARTICLE X.  
PAYMENT


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


ARTICLE XI.  
FORCE MAJEURE


 


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


 


ARTICLE XII.  
INDEMNIFICATION


 


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


 


14

















 


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


 


ARTICLE XIII.  
CONFIDENTIAL INFORMATION AND SOFTWARE


 


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


 


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


 


15

















 


ARTICLE XIV.  
NO ASSIGNMENT


 


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


 


ARTICLE XV.  
DISPUTE RESOLUTION


 


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


 


ARTICLE XVI.  
NO WAIVER


 


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


 


ARTICLE XVII.  
NOTICES


 


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


 


 


If to WORLDSPAN:


 


 


WORLDSPAN, L.P.


7310 Tiffany Springs Parkway


Kansas City, MO 64153


U.S.A.


Teletype: 
HDQAS1P


Facsimile: 
816/891-6170


ATTN: 
Director-Airline and Assoc. Sales


 


16

















 


with a copy to:


 


WORLDSPAN, L.P.


Suite 2100


300 Galleria Parkway, N.W.


Atlanta, Georgia 30339


U.S.A.


Teletype: 
ATLMS1P


Facsimile: 
404/916-7878


ATTN:  Legal
Department


 


 


If to Participating
Carrier:


 


System Manager — Marketing Technologies


Delta Air Lines, Inc.


Hartsfield Atlanta Int’l Airport


Atlanta, GA 30320


 


Teletype: 
ATLRQDL


Facsimile:  404
765-2596


ATTN:  Mark H.
Sohl


 


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


 


ARTICLE XVIII.  
MISCELLANEOUS


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Delta Air Lines,
  Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Al H. Kolakowski

  	
   

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
   Al H. Kolakowski

  	
   

  	
  Richard A. Lee

  	
   

  
	
  Title:

  	
   Vice President - Sales

  	
   

  	
  Director-Airline and

  Associate Sales

  	
   

  
						



 


18

















 


ADDENDUM-SUPPLEMENTAL
SERVICES


ACCESSPLUS


 


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


 


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


 


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


 


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


 


1.             AccessPLUS  Options.


 


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


 


Please initial below the desired level of AccessPLUS
Participation:


 


	
  PARS

  	
   

  	
  DATAS II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  o

  	
   

  	
  A. Direct Access only

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ý

  	
   

  	
  N/A

  	
   

  	
  B.
  Direct Access and Direct Sell

  (Available in PARS only)

  



 


 


2.             Responsibilities
of Participating Carrier.


 


A.            Participating
Carrier, at its sole cost and expense, agrees to permit WORLDSPAN Users to
access information from Participating Carrier’s system through AccessPLUS. This
includes, but is not limited to: (1) the schedule and availability display used
by Participating Carrier’s reservations personnel; and (ii) functions of
Participating Carrier’s system listed in Schedule A of this Addendum.


 


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


 


C.            Participating
Carrier agrees to allow installation of a direct and dedicated communications
line between the WORLDSPAN System and Participating Carrier’s system.


 

















 


Participating Carrier and WORLDSPAN shall share
equally the charges for said communications line. Additionally, Participating
Carrier agrees to acquire the appropriate hardware for use with Participating
Carrier’s system to facilitate the operation of said communications line. Such
hardware shall be provided by WORLDSPAN to Participating Carrier at WORLDSPAN’s
prevailing rates and terms. Selection and ordering of the hardware and the
direct and dedicated communications line shall be as mutually agreed upon by
the parties. This mutual agreement may include the decision to use a comparable
link via SITA.


 


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


 


E.             Participating
Carrier will arrange for the processing of all WORLDSPAN User AccessPLUS
booking messages on a priority and current basis. All AccessPLUS booked
segments received by Participating Carrier’s system from WORLDSPAN (including
those appended with the unique action codes “LK” and “DK”) will be
automatically accepted and confirmed and no “US” or “UC” message will be
generated.


 


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


 


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


 


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


 


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


 


2

















 


Carrier agrees to reimburse WORLDSPAN for the cost of
such changes at WORLDSPAN’s then prevailing rates.


 


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


 


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


 


3.             Responsibilities
of WORLDSPAN.


 


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


 


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


 


C.            WORLDSPAN
will provide WORLDSPAN Users with direct inquiry capability into Participating
Carrier’s system to obtain real time information and system generated inquiries
by means of AccessPLUS. For markets served by Participating Carrier, such
schedule, availability, fare and flight information (as displayed in
Participating Carrier’s system) will be provided to WORLDSPAN Users via common
language translations where possible, subject to constraints and processing
limitations of Participating Carrier’s system. However, in markets not served
by Participating Carrier, the WORLDSPAN User will be advised that Participating
Carrier does not provide service in the requested market. All PNR’s will be
created, stored and modified in the WORLDSPAN System for transmission to
Participating Carrier pursuant to industry standards and as further set forth
herein.


 


D.            WORLDSPAN
Users will be able to confirm reservations up to the number of seats reflected
in the Participating Carrier’s system availability display when creating the
PNR in the WORLDSPAN System.


 


4.             Joint Terms and
Conditions.


 


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


 


3

















 


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


 


5.             Fees.


 


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


 


6.             Term.


 


This Addendum shall become effective on February 1,
1991, and shall continue in effect for a minimum of twelve (12) months.
Thereafter, it shall continue until terminated by either party on not less than
thirty (30) days’ prior written notice. The foregoing notwithstanding,
WORLDSPAN may terminate this Addendum at any time with respect to a WORLDSPAN
System if it elects to terminate the AccessPLUS option for all carriers in that
WORLDSPAN System. In no event shall this Addendum remain in effect beyond the
termination date of the Agreement.


 


7.             No Other Amendment.


 


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


 


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


 


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta Air Lines, Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY: 

  	
  /s/
  Al H. Kolakowski

  	
   

  	
  BY: 

  	
  /s/
  Richard A. Lee

  	
   

  	
   

  
	
  Al H. Kolakowski

  	
   

  	
  Richard A. Lee

  	
   

  	
   

  
	
  TITLE: 

  	
  Vice President - Sales

  	
   

  	
  Director-Airline
  and Associate Sales

  	
   

  
									



 


4

















 


ACCESS PLUS ADDENDUM-DEFINITIONS


 


EXHIBIT A


 


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


 


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


 


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


 


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


 


 

















 


SCHEDULE A


FEATURES AVAILABLE IN ACCESSPLUS


 


Direct Access


 


1)     Schedules


 


2)     Availability


 


3)     Scroll
Capability


 


4)     Flight
Information


 


5)     Fares


 


6)     Fare
Rules


 


7)     DRS
- Direct Reference System


 


8)     Seat
Maps


 


9)     Last
Seat Availability


 


Direct Sell


 


(Includes Features
of Direct Access and ...)


 


1)             Real-time
decrementing of inventory


 


•              Manual segment sell


•              Sell from
availability


 


2)             Positive
Acknowledgement


 


 

















 


SCHEDULE B


IMPLEMENTATION SCHEDULE


 


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


 


Please complete:


 


Participating Carrier
Specifications Document Contact:


 


	
  Name:

  	
   

  	
  Jeannie Tafoya or Pat
  Roberts

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Delta Air Lines, Inc.
  Marketing Technologies

  
	
   

  	
   

  	
  Dept. 747 -
  Administrative Center/General Offices

  
	
   

  	
   

  	
  Atlanta Airport     Atlanta, Georgia 30320

  
	
  Phone:

  	
   

  	
  (404) 765-4282       (404) 765-6343

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  (404)765-2596

  
	
   

  	
   

  	
   

  
	
  Teletype:

  	
   

  	
  ATLRQDL

  



 


Completed document
specifications should be returned to:


 


For the PARS System:


 


Project Manager -
AccessPLUS


Special Systems
Development


WORLDS PAN


P.O. Box 901555


Kansas City, NO
64190-1555


	
  Phone:

  	
   

  	
  (816)891-5430

  
	
  Fax:

  	
   

  	
  (916)891-5321   TTY: MCIPK1P

  



 


or


 


For the DATAS II System:


 


Project Manager -
AccessPLUS


DATAS II Automation
Development


WORLDSPAN


300 Galleria Parkway,
N.W.


Dept. 649


Atlanta, GA   30339


Phone: (404)916-7400


Fax:    (404)916-7417             TTY: FTYASDL


 


 

















 


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


 


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


 


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


 


2

















 


ADDENDUM - SUPPLEMENTAL SERVICES


SEAT SELECTION/BOARDING PASS


 


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


 


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


 


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


 


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


 


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


 


1.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


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


 


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


 


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


 


 

















 


	
  ý

  	
  Alternative 1:

  	
   

  	
  Seat Selection Services
  and Boarding Pass Services

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Alternative 2:

  	
   

  	
  Seat Selection Services
  only.

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Alternative 3:

  	
   

  	
  Seat Selection Services
  and Boarding Pass Services on selected flights.

  



 


2.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


3.             TERM


 


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


 


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN .P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Delta Air Lines,
  Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Al H Kolakowski

  	
   

  	
  By:

  	
  /s/
  Richard A Lee

  	
   

  
	
   

  	
  Al H Kolakowski

  	
   

  	
   

  	
  Richard
  A Lee

  	
   

  
	
  Title:

  	
  Vice President - Sales

  	
   

  	
   

  	
  Director-Airline
  and Associate Sales

  
							



 


2

















 


ADDENDUM - SUPPLEMENTAL SERVICES


MARKETING INFORMATION DATA TAPES
(MIDT)


 


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


 


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


 


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


 


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


 


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


 


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


 


a.             MIDT Available
from PARS


 


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


 


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


 


o            PARS Gateway Tape:
This MDT 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.)


 


ý            PARS International
Subscribers Tape: This MIDT contains booking data generated by all non-U.S. and
non-Canadian


 


1

















 


WORLDSPAN
Users using PARS. This tape may be purchased by all participating carriers.


 


b.             MIDT Available
from DATAS II


 


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


 


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


 


2.             Delivery by
WORLDSPAN


 


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


 


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


 


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 MTDT
and Data


 


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


 


b.             Upon prior written
consent of WORLDSPAN, Participating Carrier may retain a third party to process
the data provided pursuant to this Addendum for the benefit of Participating
Carrier, 


 


2

















 


provided such third party is bound to WORLDSPAN by
appropriate obligations of confidentiality according to the form of agreement
attached hereto as Exhibit A.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


6.             Eligibility.
M.I.D.T. from PARS and DATAS II are made available to non-U.S. participating
carriers only if the carrier makes reciprocal information available from its
Affiliated CRS to WORLDSPAN Carriers and as otherwise provided in any
applicable CRS Rules. In the event of any change in any CRS Rules which would
prohibit the delivery of any MIDT, or in the event that delivery of any MIDT by
WORLDSPAN is prohibited by any CRS Rules, Participating Carrier acknowledges
that nothing herein shall be construed to require WORLDSPAN to request any
change in such CRS Rules or apply for an amendment to such CRS Rules to permit
the delivery of any MIDT.


 


7.             New System. In
the event that WORLDSPAN introduces a 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 August 17 , 1993.


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  A. H. Kolakowski

  	
   

  	
  By:

  	
  /s/
  Richard A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
  A. H. Kolakowski

  	
   

  	
   

  	
  Director
  - Airline and

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
  Associate
  Sales

  	
   

  
	
  Marketing Technologies

  	
   

  	
   

  	
   

  
							



 


4

















 


ADDENDUM SUPPLEMENTAL SERVICES


WORLDSPAN GLOBAL REFERENCE SYSTEM


 


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


 


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


 


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


 


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


 


1.             GRS/DRS LEVELS


 


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


 


ý                            LEVEL
A - $1,750.00 per month


 


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

•              PARS DRS:  100 pages, 255 lines per page


 


o                            LEVEL
B - $1,000.00 per month


 


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

•              PARS DRS:  50 pages, 255 lines per page


 


o                            LEVEL
C - $500.00 per month


 


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

•              PARS DRS:  10 pages, 255 lines per page


 


o                            LEVEL
D - $200.00 per month


 


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

•              PARS DRS:  3 pages, 95 lines per page

•              WORLDSPAN updates
GRSIDRS for Participating Carrier as follows:


 


	
  —

  	
   

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

  
	
  —

  	
   

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

  



 


1

















 


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


 


o                              OPTIONAL
PACKAGE - International DRS - $500.00 per month


 


•              PARS DRS: 50 pages,
255 lines per page


 


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


 


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


 


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


 


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


 


•              Daily use of WORLDSPAN electronic
briefings


 


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


 


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


 


2.             RESPONSIBILITIES OF
PARTICIPATING CARRIER


 


A             Participating Carrier
agrees to pay the charges for GRSIDRS in the manner provided in the Agreement.


 


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


 


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


 


D.            WORLDSPAN assumes no
responsibility or liability for the accuracy of GRS/DRS information input by
Participating Carrier or WORLDSPAN on behalf of Participating Carrier. All
information entered into DRS/GRS by


 


2

















 


or on behalf of
Participating Carrier is subject to WORLDSPAN’s approval, which approval will
not be unreasonably withheld. Participating Carrier will not enter or request
WORLDSPAN to enter information into DRS which is misleading, defamatory, or
offensive. Participating Carrier will indemnify, defend, and hold harmless
WORLDSPAN, its partners, affiliates, directors, officers, employees and agents
from and against all liabilities and claims, including attorneys’ fees, arising
out of or connected with information entered into GRSIDRS by Participating
Carrier. WORLDSPAN may terminate or suspend, in whole or in part, Participating
Carrier’s ability to enter, store, and maintain information in GRS/DRS if
Participating Carrier defaults in any material obligation in the Agreement or
this Addendum.


 


3.             RESPONSIBILITIES OF
WORLDSPAN


 


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


 


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


 


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


 


4.             TERM


 


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


 


5.             MIGRATION


 


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


 


6.             NO OTHER AMENDMENT


 


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


 


3

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Addendum to be executed by their duly authorized undersigned
representatives as of December 15, 1993.


 


	
  PARTICIPATING CARRIER:

  	
  WORLDSPAN, L. P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta Air Lines, Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Al H. Kolakowski

  	
   

  	
  By:

  	
  /s/
  Richard A. Lee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Al H. Kolakowski

  	
   

  	
  Richard A. Lee

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  	
   

  
	
  Title:

  	
  Vice President -Mktg.
  Technologies

  	
  Airline Industry
  Marketing

  	
   

  	
   

  
								



 


4

















 


ADDENDUM-SUPPLEMENTAL SERVICES


ACCESSPLUS


 


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


 


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


 


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


 


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


 


1.             AccessPLUS Options
and Charges


 


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


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


2.             Responsibilities
of Participating Carrier


 


A.            Participating Carrier,
at its sole cost and expense, agrees to permit WORLDSPAN Users to access
information from Participating Carrier’s system through AccessPLUS. This
includes, but is not limited to: (i) the schedule and availability display used
by


 


2

















 


Participating Carrier’s
reservations personnel; and (ii) functions of Participating Carrier’s system
listed in Schedule A of this Addendum.


 


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


 


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


 


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


 


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


 


F.             If Participating
Carrier participates in ALS, Participating Carrier agrees that it will respond
to ALS messages from WORLDSPAN as quickly and accurately as it responds to
similar inquiries from


 


3

















 


any other CRS. The
information regularly maintained in the Internal Database will be displayed if
the communication line to the Participating Carrier is inoperative or if the
response is not received within two (2) seconds.


 


G.            In the event that
Participating Carrier consistently does not respond to Inquiries within two (2)
seconds, Participating Carrier shall use its best efforts to correct the
condition or deficiency causing such delay.


 


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


 


I.              In those cases when
the communications line between the WORLDSPAN System and Participating
Carrier’s system is inoperable, booking messages will be rerouted via the
facilities of ARINC or SITA, at a 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 Carriers system via the communications line,
Participating Carrier will accept passenger(s) for transportation on the same
basis as though a reservation has been created and seat inventory adjusted even
though over booking may result therefrom and denied boarding compensation may
be required, provided however, the foregoing is applicable only if: (i) the
passenger’s ticket bears an “OK” status or (ii) Participating Carrier has not
returned the booking to either WORLDSPAN or the original WORLDSPAN User within
twelve (12) hours of the message receipt by the Participating Carrier; provided
further, however, sub-clause (ii) shall not apply to “LK” or “DK” bookings.


 


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


 


4

















 


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


 


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


 


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


 


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


 


3.             Responsibilities
of WORLDSPAN


 


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


 


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


 


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


 


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


 


5

















 


Participating
Carrier does not provide service in the requested market.


 


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


 


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


 


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


 


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


 


4.             Joint Terms and
Conditions


 


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


 


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


 


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


 


6

















 


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


 


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


 


5.             Fees


 


Participating Carrier shall pay WORLDSPAN’s charges
for AccessPLUS as established according to the Agreement from time to time and
in the manner provided in the Agreement. Participating Carrier shall also pay a
non-refundable, one-time fee to WORLDSPAN for implementation of the
AccessPLUS-Direct Access services and for implementation of the AccessPLUS -
Direct Sell services within the WORLDSPAN System. The one-time fee shall be
equal to WORLDSPAN’s current rate for programming services, seventy dollars
($70.00) per hour, multiplied times one half of the number of programming hours
expended by WORLDSPAN for such implementation. In no event shall the one-time
fee exceed twenty five thousand dollars ($25,000), for Direct Access nor shall
the one-time fee for Direct Sell exceed twenty five thousand dollars ($25,000).


 


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


 


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


 


6.             Term


 


This Addendum shall become effective on January 1,
1994, and shall continue in effect for a minimum of twelve (12) months.
Thereafter,


 


7

















 


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


 


7.             No Other Amendment


 


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


 


IN WITNESS WHEREOF, the parties hereto have caused
this Addendum to be executed by their duly authorized undersigned
representatives as of 10 Dec, l993.


 


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L. P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta Air Lines, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Al
  H. Kolakowski

  	
   

  	
   

  	
  BY:

  	
  /s/
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Richard A. Lee

  
	
   

  	
   

  	
   

  	
  Director

  
	
  TITLE:

  	
  President - Marketing Technologies

  	
   

  	
   

  	
  Airline Industry Marketing

  
								



 


8

















 


ACCESSPLUS ADDENDUM - DEFINITIONS


 


EXHIBIT A


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


SCHEDULE A


ACCESSPLUS FEATURES


 


WORLDSPAN Direct Response


 


1.             PNR File Address
return upon receipt of teletype Booking


 


WORLDSPAN Direct Access


 


1.             Schedules


2.             Availability


3.             Scroll Capability


4.             Flight Information


5.             Fares


6.             Fare Rules


7.             Reference System
(DRS/GRS)


8.             Seat Maps


9.             Last Seat
Availability


10.           PNR Display


 


WORLDSPAN Direct Sell


 


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


 


1.             Real-time decrement
of inventory


•              Manual segment sell


•              Sell from
availability


2.             Positive
Acknowledgment


 


WORLDSPAN Airline Source


 


All Direct Sell Features
are included, in addition to:


 


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


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


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


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


 


10

















 


SCHEDULE
B


IMPLEMENTATION SCHEDULE


 


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


 


PLEASE COMPLETE:


 


Participating Carrier
Specifications Document Contact:


 


Name:  Brenda H. Garner


Address: Delta Air Lines,
Inc. Dept 747


Hartsfield ATL Intl
Airport Atlanta, GA 30321


Phone:   404-715-2977


Fax:       404-715-2624


Teletype:ATLRQDL


 


Return completed document
specifications to:


 


Project Manager -
AccessPLUS


Special Systems
Development


WORLDSPAN


7310 Tiffany Springs
Parkway


Kansas City, Missouri
64153


Phone: (816) 891-5430


Fax:     (816) 891-5321           TTY: MCIPK1P


 


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


 


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


 


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


 


11

















 


ADDENDUM - SUPPLEMENTAL SERVICES


BILLING INFORMATION DATA TAPES (BIDT)


 


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


 


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


 


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


 


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


 


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


 


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


 


ý            a.             BIDT available from DATAS II.


 


ý            b.             BIDT available from PARS.


 


2.             Delivery by
WORLDSPAN


 


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


 


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


 


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


 


d.             WORLDSPAN reserves
the right to modify or discontinue any or all BIDT at its discretion, and
Participating Carrier acknowledges that any WORLDSPAN BIDT will contain only
such billing and


 


1

















 


sales data as WORLDSPAN may elect to generate from any
WORLDSPAN System from time to time.


 


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


 


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


 


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


 


6.             Use of BIDT.
Participating Carrier shall use the BIDT and the information included thereon
solely for the purpose of reconciling and confirming the accuracy and
completeness of the amount included on an associated invoice and for no other
purpose. Participating Carrier shall not copy or reproduce the BIDT or the
information thereon except for the purpose of utilizing the BIDT as provided
herein. Participating Carrier shall not sell, assign, transfer, convey or
otherwise provide to anyone else any BIDT or information thereon, in whole or
in part, without the express prior written consent of WORLDSPAN. Participating
Carrier shall return the BIDT media at its expense to WORLDSPAN within sixty
(60) days of receipt.


 


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


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized undersigned
representatives as of May 31 1994.


 


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN, L. P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Delta Air Lines, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Al H. Kolakowski

  	
   

  	
  By:

  	
  /s/
  Richard A. Lee

  	
   

  
	
   

  	
  Al H. Kolakowski

  	
   

  	
  Richard A. Lee

  	
   

  
	
   

  	
  Vice President

  	
   

  	
  Director - Airline and
  Associate Sales

  	
   

  
	
  Title:

  	
  Marketing Technologies

  	
   

  	
   

  	
   

  
							



 


3

















 


WORLDSPAN


 


ADDENDUM - SUPPLEMENTAL SERVICES

Alliance Displays and Loyalty Displays


 


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


 


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


 


WORLDSPAN has developed a procedure for Participating
Carrier to display flights grouped together with other participating carriers
with whom they have entered into an Alliance.


 


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


 


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


 


1.             DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


1

















 


2.             RESPONSIBILITIES OF
WORLDSPAN


 


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


 


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


 


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


 


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


 


3.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


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


 


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


 


4.             LEVELS OF
PARTICIPATION


 


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


 


1.             o
Option #1: Alliance Displays and Loyalty Displays. The Alliance Displays
include the two character Alliance code and/or the two character Participating
Carrier code.


 


2

















 


2.             o
Option #2: Loyalty Displays only.


 


3.             o
Option #3: Alliance Displays only. The Availability displaying the Alliance
code and/or the two character Participating Carrier code.


 


4.             ý
Option #4: Alliance Displays only. The Availability displaying Alliance code
ONLY.


 


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


 


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


 


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


 


5.             FEES


 


A.            For Option # 1,
Participating Carrier agrees to pay WORLDSPAN a one-time set-up fee of Ten
Thousand Dollars (USD $10,000.00) to participate in both Alliance Displays and
Loyalty Displays where Availability will display by Alliance code and/or
Participating Carrier code.


 


B.            For Option #2,
Participating Carrier agrees to pay WORLDSPAN a one-time set-up fee of Five
Thousand Dollars (USD $5,000.00) to participate in Loyalty Displays.


 


C.            For Option #3,
Participating Carrier agrees to pay WORLDSPAN a one-time set-up fee of Seven
Thousand Five Hundred Dollars (USD $7,500.00) to participate in Alliance
Displays where availability will display by Alliance code and/or Participating
Carrier code.


 


D.            For Option #4,
Participating Carrier agrees to pay WORLDSPAN a one-time set-up fee of Ten
Thousand Dollars (USD $10,000) to participate in Alliance Displays with
Availability displaying flights with Alliance code ONLY. Participating Carrier
agrees to pay WORLDSPAN a fee of One Thousand Dollars (USD $1,000) for each
update to Alliance Table after initial creation. Participating Carrier may
designate one Alliance member to remit all payments directly to WORLDSPAN on
its behalf as follows: Delta Air Lines (indicate airline name).  Notwithstanding the foregoing, Participating
Carrier shall remain responsible for all fees due WORLDSPAN pursuant to this
Addendum.


 


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


 


3

















 


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


 


6.             TERM


 


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


 


7.             NO OTHER AMENDMENT


 


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


 


IN WITNESS WHEREOF, the
parties hereto have caused this Addendum to be executed by their duly
authorized undersigned representatives as of June 12, 2000.


 


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L. P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta Air Lines

  	
   

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Miffy Wiggs

  	
   

  	
  By:

  	
  /s/
  Lawrence J. Curcuru

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Miffy Wiggs

  	
   

  	
  Lawrence J. Curcuru

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manager - Alliance Development

  	
   

  	
  Manager

  	
   

  	
   

  
	
  (Title)

  	
   

  	
  Airline and Served
  Affiliate Sales

  and Marketing

  	
   

  	
   

  
								



 


4

















 


WORLDSPAN


 


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 agrees 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.


 


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


 


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


 


2.             PASSIVE SEGMENT
NOTIFICATION OPTIONS


 


A             Passive Segment
Notification Status Codes

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


 


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            l.              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.)


 


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


 


ý b.        Participating Carrier, in accordance with
Paragraph 3.D., does not desire WORLDSPAN 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.


 


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3.             RESPONSIBILITIES OF
PARTICIPAT1NG 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 PNR in Participating Carrier’s system or any other location
that maintains records of blocked space. Participating Carrier shall provide
the Worldspan User with the PNR record locator, or other indicator consisting
of three (3) to nine (9) alphas and/or numerics, to identify the PNR stored in
Participating Carrier’s system for those reservations involving blocked space.
Only in those instances in which Participating Carrier is unable to
successfully match the Passive Segment Notification with a PNR in Participating
Carrier’s system will Participating Carrier have an option to return an NO
action code.


 


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


 


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


 


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


 


3

















 


4.             RESPONSIBILITIES
OF Worldspan


 


A.            All Participating
Carriers 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
MX. or MK, pursuant to Paragraph 2.B., if Participating Carrier has elected to
receive the PX status code.


 


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


 


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


 


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


 


5.             FEES


 


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


 


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


 


4

















 


6.             TERM


 


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


 


7.             NO OTHER AMENDMENT


 


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


 


IN WITNESS WHEREOF, the parties hereto have caused
this Addendum to be executed by their duly authorized undersigned
representatives as of  May 29 , 2002.


 


	
  PARTICIPATING CARRIER

  	
   

  	
   

  	
  Worldspan, L. P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta Air Lines

  	
   

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Lee Macenczak

  	
   

  	
   

  	
  /s/ Scott Anderson

  	
   

  
	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lee Macenczak

  	
   

  	
   

  	
  Scott Anderson

  	
   

  
	
  (Name)

  	
   

  	
   

  	
  Manager - The Americas

  	
   

  
	
   

  	
   

  	
   

  	
  Airline Sales and
  Marketing

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SR VP-Sales and Distribution

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  	
   

  	
   

  



 


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