Exhibit
10.44


 


WORLDSPAN
PARTICIPATING CARRIER AGREEMENT


 


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


 


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


 


Participating Carrier operates air transportation
services.


 


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


 


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


 


ARTICLE
I.           DEFINITIONS


 


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


 


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


 


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


 


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


 


ACH shall mean Airlines Clearing
House, Inc.


 


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


 


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


 

















 


AIRIMP shall mean ATC/IATA
Reservations Interline Message Procedures.


 


ARINC shall mean Aeronautical Radio,
Inc.


 


ATPCO shall mean the Airline Tariff
Publishing Company.


 


AVS shall mean Availability Status
Message.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


IATA shall mean the International
Air Transport Association.


 


OAG shall mean Official Airline
Guides, Inc.


 


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


 


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


 


SIPP shall mean Standard Interline
Passenger Procedures.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE
II.          GENERAL
RESPONSIBILITIES OF PARTICIPATING CARRIER


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE
III.   FARE COMPUTATION


 


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


 


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


 


ARTICLE
IV.   GENERAL RESPONSIBILITIES OF
WORLDSPAN


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
V.   PARTICIPATION OPTIONS AND CHARGES


 


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


 


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


 


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


 


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


 


(c) 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:


 


United Airlines


Product Display-EXOMI


P.O. Box 66100


Chicago, IL 60666


 


Teletype:  HDQMIUA


Facsimile:  (708) 952-4674


ATTN:  Senior Staff Representative


 


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.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ J.C. Pope

  	
   

  	
  /s/ Richard A. Lee

  	
   

  
	
   

  	
  J.C. Pope

  	
   

  	
  Richard A. Lee

  	
   

  
	
  Title: 

  	
  Vice Chairman

  	
   

  	
  Director-Airline and

  	
   

  
	
   

  	
   

  	
  Associate Sales

  	
   

  
						



 


18

















 


AMENDMENT


 


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


 


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


 


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


 


1.             The definition of “Confidential Information” in
Article 1 is hereby deleted and superceded by the following new
definition:  “Confidential
Information shall mean the proprietary information, data, drawings,
specifications, documentation, manuals and plans, and other materials marked as
“confidential”, “sensitive” or “proprietary” of either party, except: (i)
information known to the receiving party prior to the disclosure by the owner,
(ii) information developed by the receiving party independent of any
confidential materials provided by the owner, or (iii) information which is
widely known or publicly available in the relevant trade or industry.”


 


2.             The second sentence of Article 4.3 is hereby
amended to read as follows:  “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, loading and distribution of the flights and services of, or otherwise
improperly discriminates in its reservation services against, any WORLDSPAN
Carrier.”


 


3.             Article 7 is hereby amended by the addition of a
new Article 7.3 as follows:  “7.3. The
foregoing provisions of this Article 7 notwithstanding, WORLDSPAN acknowledges
that it will not charge fees to Participating Carrier which are in excess of
the fees charged to any other participating carrier receiving the same
Additional Service.”


 


4.             Article 10.2 is hereby amended to read as
follows:  “10.2 In the event that
WORLDSPAN elects to suspend services to Participating Carrier pursuant to
Article 8.2 of 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.”


 


5.             The Addendum - Supplemental Services AccessPLUS,
Articles 2.B., 2.E. and 2.F. are amended to provide that each reference to the
action booking code “DK” 


 

















 


in
each such article shall be followed by the words “or other mutually agreed upon
action code or indicator”.


 


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


 


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


 


	
  PARTICIPATING CARRIER:

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  J.C. Pope

  	
   

  	
  By:

  	
  /s/
  

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
  J. C. Pope

  	
   

  	
   

  	
   

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Director-Airline and

  	
   

  
	
  TITLE:

  	
  Vice
  Chairman

  	
   

  	
   

  	
   

  	
  Associate
  Sales

  	
   

  
								



 


 


2

















 


ADDENDUM—SUPPLEMENTAL
SERVICES

DRS/GRS


 


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


 


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


 


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


 


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


 


1.             DRS/GRS
LEVELS


 


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


 


 


	
  ý

  	
   

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

  
	
   

  	
   

  	
   

  
	
  JP

  	
   

  	
  •     88 pages, 95
  lines per page (PARS)

  
	
   

  	
   

  	
   

  
	
  o

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     Daily use of
  WORLDSPAN electronic briefings

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     Number of
  WORLDSPAN User accesses, on request

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  o

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     50 pages, 99
  lines per page

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     Daily use of
  electronic briefings

  



 


1

















 


	
   

  	
   

  	
  •     Number of
  WORLDSPAN User accesses, on request

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  o

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     88 pages, 95
  lines per page

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     Daily use of
  electronic briefings

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     Number of
  WORLDSPAN User accesses, on request

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     Participating
  Carrier creates/updates via its own PARS terminal

  



 


 


2.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


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


 


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


 


3.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


2

















 


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


 


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


 


4.             TERM


 


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


 


5.             NO
OTHER AMENDMENT


 


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


 


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


 


	
  PARTICIPATING CARRIER:

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  J.C. Pope

  	
   

  	
  By:

  	
  /s/
  

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
  J. C. Pope

  	
   

  	
   

  	
   

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Director-Airline and

  	
   

  
	
  TITLE:

  	
  Vice
  Chairman

  	
   

  	
   

  	
   

  	
  Associate
  Sales

  	
   

  
								



 


3

















 


ADDENDUM  SUPPLEMENTAL SERVICES

SEAT SELECTION/BOARDING PASS


 


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


 


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


 


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


 


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


 


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


 


1.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


B.            Participating Carrier agrees to modify its internal reservations system, 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):


 


	
  JP

  	
   

  	
  ý

  	
   

  	
  Alternative 1:

  	
   

  	
  Seat Selection Services and
  Boarding Pass Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  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, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  J.C. Pope

  	
   

  	
  By:

  	
  /s/
  

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
  J. C. Pope

  	
   

  	
   

  	
   

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Director-Airline and

  	
   

  
	
  TITLE:

  	
  Vice
  Chairman

  	
   

  	
   

  	
   

  	
  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.


 


	
  ý

  	
   

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

  
	
   

  	
   

  	
   

  
	
  o

  	
   

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

  



 

















 


	
  o

  	
   

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

  
	
   

  	
   

  	
   

  



 


b.             MIDT Available
from DATAS II.


 


	
  o

  	
   

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

  



 


2.             Delivery
by WORLDSPAN.


 


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


 


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


 


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


 


3.             Treatment
of MIDT and Data.


 


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


 


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


 


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


 


 


2

















 


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


 


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


 


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


 


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


 


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


 


5.             Term.  This Addendum shall become effective on
February 1, 1991, and shall continue in effect for a minimum of twelve (12)
months.  Thereafter, it shall continue
until cancelled by either party on not less than 30 days’ prior written
notice.  In no event shall this Addendum
remain in effect beyond the termination date of the Agreement.


 


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


 


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


 


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


 


3

















 


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


 


	
  PARTICIPATING CARRIER:

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  J.C. Pope

  	
   

  	
  By:

  	
  /s/
  

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
  J. C. Pope

  	
   

  	
   

  	
   

  	
  Richard
  A. Lee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Director-Airline and

  	
   

  
	
  TITLE:

  	
  Vice
  Chairman

  	
   

  	
   

  	
   

  	
  Associate
  Sales

  	
   

  
								



 


4

















 


AMENDMENT TO THE
WORLDSPAN ADDENDUM- SUPPLEMENTAL SERVICES

MARKETING INFORMATION DATA TAPES/TRANSMISSIONS


 


THIS Amendment
to the Worldspan Addendum - Supplemental Services, Marketing Information Data
Tapes/Transmissions (“Amendment”) is made this 8 day of Feb 2001, by and
between Worldspan, L.P., a Delaware limited partnership with its address of 300
Galleria Parkway, N.W., Atlanta, Georgia 30339 and the Participating Carrier
identified below.


 


Worldspan and Participating Carrier have entered into a
Worldspan Addendum - Supplemental Services, Marketing Information Data
Tapes/Transmissions (the “Addendum”).


 


Worldspan and Participating Carrier now desire to amend
the Addendum.


 


NOW, THEREFORE, it is agreed:


 


1.             Participating
Carrier represents that Interglobe Air Transport staff work for Participating
Carrier in India.  This staff is
dedicated full-time to Participating Carrier, and said staff has no other responsibilities.  They work in Participating Carrier offices
in Participating Carrier uniforms on a dedicated, full-time basis.  Participating Carrier desires to share
certain MIDT information with this staff solely for the purpose of this staff
having the same tools that Participating Carrier’s sales staff use in other
countries.  Within these tools
Participating Carrier represents that the data is re-formatted and summarized,
and that no lnterglobe Air Transport staff would receive, review or have access
to MIDT “raw data” as received from Worldspan.


 


2.             Worldspan
acknowledges that Interglobe Air Transport does similar work for other airlines
in addition to Participating Carrier. 
In those circumstances where Interglobe Air Transport employees work for
other airlines, Participating Carrier represents that such staff is dedicated,
full-time, uniformed employees working in the facilities of the other airlines,
and they do not have regular interaction with Participating Carrier’s staff,
nor do the staffs of any of the airlines share information or responsibilities.


 


3.             Worldspan
acknowledges that Interglobe Air Transport is one company that is part of a
larger entity, called Interglobe.  One
of Interglobe’s subsidiary companies also represents Galileo in India.


 


4.             Worldspan
agrees to permit Participating Carrier to share a reformatted and summarized
version of the MIDT information received from Worldspan with the Interglobe Air
Transport staff working for Participating Carrier for the limited purpose
outlined above, provided Interglobe Air Transport is bound to Worldspan by
appropriate obligations of confidentiality according to the form of agreement
attached hereto as Exhibit B - Interglobe Air Transport Non-Disclosure
Agreement.


 


5.             Except
to the extent the Addendum is amended herein, the Addendum remains in full
force and effect.


 


1

















 


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


 


	
  Participating Carrier:

  	
  United Airline

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ K. A. Bennett

  	
   

  	
  By:

  	
  /s/ Lawrence J. Carcuru

  
	
  Name:

  	
  K. A. Bennett

  	
   

  	
   

  	
  Lawrence J. Carcuru

  
	
  Title:

  	
  Mgr CRS Mgmt

  	
   

  	
   

  	
  Manager

  
	
   

  	
   

  	
   

  	
  Airline and Served Affiliate

  
	
   

  	
   

  	
   

  	
  Sales and Marketing

  
						



 


 


2

















 


WORLDSPAN

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 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.


 


The following BIDT are 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 WORLDSPAN
  (formerly PARS).

  
	
  o

  	
   

  	
  b.

  	
  BIDT available from WORLDSPAN
  DATAS II.

  



 


Available
Tape (select one)


 


	
  ý

  	
   

  	
  a.

  	
  Square Cartridge

  
	
  o

  	
   

  	
  b.

  	
  Round Reel

  



 


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 Addendum 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
Addendum by WORLDSPAN.


 

















 


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


 


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


 


e.             Participating Carrier
requests WORLDSPAN BIDT to be delivered to:


 


	
  Name:

  	
  Joan
  Remkus

  
	
  Company/Department:

  	
  United
  Alirlines — EXOKA

  
	
  Street Address:

  	
  1200
  East Algonquin Road

  
	
  City/State:

  	
  Elk
  Grove Village, IL 60007

  
	
  Postal Code/Country:

  	
   

  



 


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 WORLDSPAN
introduces a CRS other than WORLDSPAN or WORLDSPAN DATAS II, then WORLDSPAN
shall make available BIDT from that new CRS similar to the BIDT available for
WORLDSPAN.


 


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 


 


2

















 


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.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their duly authorized undersigned
representatives as of August 4, 1994.


 


 


	
  PARTICIPATING CARRIER:

  	
   

  	
  WORLDSPAN,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  Airlines

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Thomas A. Mutryn

  	
   

  	
  By:

  	
  /s/
  Richard A. Lee

  
	
               Thomas
  A. Mutryn

  	
   

  	
   

  	
  Richard
  A. Lee

  
	
  TITLE:
  Vice President Revenue Management

  	
   

  	
   

  	
  Director-Airline Industry

  
	
   

  	
   

  	
   

  	
   

  	
  Marketing

  



 


3

















 


WORLDSPAN

ADDENDUM-SUPPLEMENTAL SERVICES

ACCESSPLUS


 


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


 


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


 


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


 


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


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


Direct Sell shall mean the capability of WORLDSPAN Users to directly access
Participating Carrier’s System in real time mode to sell and decrement
Participating Carrier’s inventory prior to “end transaction” in the WORLDSPAN
System.  Direct Sell participation also
includes Participating Carrier’s ability to generate a positive acknowledgment
message, including the Passenger Name Record (“PNR”) file address of
Participating Carrier’s system, to the 


 

















 


WORLDSPAN User upon completion of successful filing of
the PNR in Participating Carrier’s system.


 


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


 


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


 


1.             ACCESSPLUS
OPTIONS AND CHARGES


 


WORLDSPAN provides four
(4) levels of AccessPLUS participation to participating carriers that
participate at the Go1dPLUS (Full Services) Level:  WORLDSPAN Direct Response, Direct Access, Direct Sell, and
AIRLINE SOURCE, including the functionality described herein.  Participating Carrier may select any of the
four (4) levels of participation by initialing the appropriate choice below;
provided, however, that Direct Sell can be chosen only if Participating Carrier
is also a Direct Access participant, and AIRLINE SOURCE can be chosen only if
Participating Carrier is also a Direct Sell participant. Please initial
indicating the level at which you choose to participate:


 


o                                    WORLDSPAN Direct Response

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


 


o                                    WORLDSPAN Direct Access

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


 


o                                    WORLDSPAN Direct Sell

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


 


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


 


2

















 


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

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


 


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


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


 


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,
with the exception of Direct Response. 
This information includes, but is not limited to: (i) the schedule and
availability display used by Participating Carrier’s reservations personnel;
and (ii) functions of Participating Carrier’s system listed in Schedule B of this
Addendum.


 


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


 


3

















 


unable to sell message and the WORLDSPAN Users may
waitlist such unavailable segments when the waitlist is open.


 


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


 


E.             If
Participating Carrier participates in 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 WORLDSPAN booking message
containing a “DK” action code.


 


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


 


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


 


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


 


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


 


J.             In
those cases when the communications line for Direct Access, Direct Sell and/or
ALS between the WORLDSPAN System and Participating Carrier’s system is
inoperable, booking messages will be rerouted via the facilities of ARINC or
SITA, as mutually agreed upon. In such cases, when an “LK”, “DK” or “SS”
Booking cannot be electronically accepted by Participating Carrier’s inbound
teletype message processing facility for automatic processing, or when an “LK”,
“DK” or “SS” Booking cannot be electronically accepted by Participating
Carrier’s system via the communications line, Participating Carrier will accept
passenger(s) for 


 


4

















 


transportation on the same basis as though a reservation
has been created and seat inventory adjusted even though over booking may
result there from and denied boarding compensation may be required, provided
however, the foregoing is applicable only if: (i) the passenger’s ticket bears
an “OK” status or (ii) Participating Carrier has not returned the Booking to
either WORLDSPAN or the original WORLDSPAN User within twelve (12) hours of the
message transmission from the WORLDSPAN System; provided further, however,
sub-clause (ii) shall not apply to “LX” or “DK” Bookings.


 


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


 


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


 


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


 


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


 


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


 


3.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


4.             JOINT
TERMS AND CONDITIONS


 


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


 


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


 


6

















 


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


 


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


 


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


 


5.             FEES


 


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


 


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


 


6.             TERM


 


This Addendum shall
become effective on the date set forth below, and shall continue in effect for
a minimum of twelve (12) months. 
Thereafter, it shall continue until terminated by either party on not
less than thirty (30) days prior written notice.  The foregoing notwithstanding, WORLDSPAN may terminate this
Addendum at any time with respect to the WORLDSPAN System if it elects to
terminate the 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 May 16, 1995.


 


7

















 


	
  PARTICIPATING CARRIER:

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Thomas A. Mutryn

  	
   

  	
  /s/ Richard A. Lee

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  Thomas A. Mutryn

  	
   

  	
  Richard A. Lee

  
	
  (Name)

  	
   

  	
  Director

  
	
   

  	
   

  	
  Airline Industry Marketing

  
	
  V.P. Revenue Management

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


8

















 


SCHEDULE
A

CHARGES


 


IATA TRAFFIC CONFERENCE 1


 


The following definitions shall apply to charges for
Transactions which are made by WORLDSPAN Users in IATA Traffic Conference 1:


 


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


 


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


 


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


 


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


 


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


 


 


	
   

  	
   

  	
  NEW

  	
   

  	
  PASSIVE

  	
   

  	
  OTHER

  	
   

  	
  CANCEL

  	
   

  
	
  Direct Response

  	
   

  	
  $

  	
  1.31

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .53

  	
   

  	
  $

  	
  .26

  	
   

  
	
  Direct Access

  	
   

  	
  $

  	
  1.42

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .53

  	
   

  	
  $

  	
  .26

  	
   

  
	
  Direct Sell

  	
   

  	
  $

  	
  1.42

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .53

  	
   

  	
  $

  	
  .26

  	
   

  
	
  AIRLINE SOURCE - Version 1

  	
   

  	
  $

  	
  1.52

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .53

  	
   

  	
  $

  	
  .26

  	
   

  
	
  AIRLINE SOURCE - Version 2

  	
   

  	
  $

  	
  1.52

  	
   

  	
  $

  	
  1.00

  	
   

  	
  $

  	
  .53

  	
   

  	
  $

  	
  .26

  	
   

  



 


IATA TRAFFIC CONFERENCES 2 AND 3


 


The following are the charges that will apply to Net
Bookings made by WORLDSPAN Users in IATA Traffic Conferences 2 and 3. Charges
are per Net Booking.


 




	
  Direct Response

  	
   

  	
  $

  	
  3.06

  	
   

  
	
  Direct Access

  	
   

  	
  $

  	
  3.23

  	
   

  
	
  Direct Sell

  	
   

  	
  $

  	
  3.23

  	
   

  
	
  AIRLINE SOURCE - Version 1

  	
   

  	
  $

  	
  3.43

  	
   

  
	
  AIRLINE SOURCE - Version 2

  	
   

  	
  $

  	
  3.38

  	
   

  






 


9

















 


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


 


10

















 


SCHEDULE B


ACCESSPLUS FEATURES


 


WORLDSPAN Direct Response


 


1.                                       PNR
File Address return upon receipt of teletype Booking


 


WORLDSPAN Direct Access


 


1.                                       Schedules


2.                                       Availability


3.                                       Scroll
Capability


4.                                       Flight
Information


5.                                      Fares


6.                                       Fare
Rules


7.                                       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


•              Divide PNR


2.                                       Interactive
Waitlist/Priority Waitlist


3.                                       Interactive
Frequent Traveler Name and Number Verification


4.                                       Interactive
Seats Selection and Boarding Passes


5.                                      Positive
Acknowledgment


 


WORLDSPAN AIRLINE SOURCE


 


All
Direct Sell Features are included, in addition to:


 


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


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


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


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


 


11

















 


SCHEDULE
C


IMPLEMENTATION SCHEDULE


 


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


 


PLEASE COMPLETE:


 


Participating Carrier Specifications Document Contact:


 


	
  Name:

  	
  Joe Smolenski

  
	
  Address:

  	
  United Airlines

  
	
   

  	
  1200 Algonquin Road

  
	
   

  	
  Elk Grove, Il 60007

  
	
   

  	
   

  
	
  Phone:

  	
  (708) 952-2204

  
	
  Fax:

  	
  (708) 956-2534

  
	
  Teletype:

  	
   

  	
   

  



 


Return
completed document specifications to:


 


Manager
- AccessPLUS


CRS
and Airline Development


WORLDSPAN


100
Galleria Parkway, N.W. Suite 800


Atlanta,
Georgia 30339 USA


 


	
  Phone:

  	
  404-563-6988

  
	
  Fax:

  	
  404-563-2808

  
	
  Teletype:

  	
  DPCIS1P Project Manager -
  AccessPLUS

  



 


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


 


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


 


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


 


12

















 


SCHEDULE D


DEVELOPMENT AND
IMPLEMENTATION


 


This Schedule D to the WORLDSPAN Addendum -
Supplemental Services ACCESSPLUS (“Schedule D”), is made and effective the 2nd
day of May, 2000.  This Schedule D
applies only to the development and implementation of the products selected
below.


 


A.            DEFINITIONS


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Interactive
Frequent Traveler Name and Number Verification shall mean the capability of WORLDSPAN Users to
directly access Participating Carrier’s system in real time mode to verify a
passenger’s participation in Participating Carrier’s frequent traveler program
prior to “end transaction” in the WORLDSPAN System. Interactive Frequent Traveler
Name and Number Verification includes Participating Carrier’s ability to
generate a reply 


 


13

















 


message in real time mode
indicating whether or not a passenger’s name and frequent traveler number match
in the Participating Carrier’s system.


 


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


 


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


 


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


 


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


 


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


 


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


 


B.            PRE-REQUISITES


 


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


1.             Direct
Sell requires participation in Direct Access.


2.             AIRLINE
SOURCE requires participation in Direct Sell.


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


 


14

















 


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


 


D.            Upon the execution of this Schedule D,
Participating Carrier shall pay a one time implementation fee for the products
listed above.


 


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


 


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


 


	
  PARTICIPATING CARRIER:

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
  United Airlines, Inc.

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Henry W. Lilly

  	
   

  	
  By:

  	
  /s/ Lawrence J. Curcuru

  
	
   

  	
  Signature

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Henry W. Lilly

  	
   

  	
  Lawrence J. Curcuru

  
	
  (Name)

  	
   

  	
  Manager

  
	
   

  	
   

  	
  Airline and Served

  
	
  Director Revenue Management
  Support

  	
   

  	
  Affiliate Sales and Marketing

  
	
  (Title)

  	
   

  	
   

  
						



 


15

















 


WORLDSPAN

ADDENDUM-SUPPLEMENTAL SERVICES


ELECTRONIC TICKETING


 


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


 


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


 


WORLDSPAN desires to
provide, and Participating Carrier desires to participate in, Electronic
Ticketing pursuant to the terms of this Addendum to the Agreement.


 


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


 


1.                                      DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


Participating -
Carrier  Specifications  Document shall mean
WORLDSPAN’S technical/functional specifications for Electronic Ticketing.


 


1

















 


2.                                      RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


A.                                   Participating
Carrier, at its sole cost and expense, shall send the indicator “E” in replies
to Direct Sell Bookings to indicate those flights and/or other services
eligible for Electronic Ticketing.


 


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


 


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


 


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


 


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


 


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


 


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


 


F.                                      Participating
Carrier shall give WORLDSPAN at least ninety (90) days’ prior written notice of
any changes to Participating Carrier’s system which may affect Electronic
Ticketing.  Should changes to
Participating Carrier’s system require changes to Electronic Ticketing,
Participating Carrier shall promptly reimburse WORLDSPAN for the cost of such
changes at WORLDSPAN’s then prevailing rates, terms and conditions.


 


2

















 


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


 


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


 


3.                                      RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


E.                                      WORLDSPAN
shall provide WORLDPSAN Users with direct inquiry capability using Direct
Access into Participating Carrier’s system to obtain real-time information from
Participating Carrier’s Electronic Ticket Data Base.  WORLDSPAN shall verify WORLDSPAN User’s right to view an 


 


3

















 


Electronic Ticket before the Electronic Ticket is
displayed to the WORLDSPAN User.


 


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


 


4.                                      JOINT
TERMS AND CONDITIONS


 


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


 


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


 


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


 


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


 


4

















 


communication line to ensure WORLDSPAN Users receive
timely responses.


 


E.                                      Participating
Carrier and WORLDSPAN shall share equally the charges for the direct and
dedicated communications line between the WORLDSPAN System and Participating
Carrier’s system for Electronic Marketing and Direct Access to Participating
Carrier’s Electronic Ticket Data Base during the term of this Addendum.  Participating Carrier shall acquire thet
appropriate hardware for use with Participating Carrier’s system to facilitate
the operation of said communications line. 
Such hardware shall be provided by WORLDSPAN to Participating Carrier at
WORLDSPAN’s then prevailing rates, terms and conditions.  Selection and ordering of the hardware and
the direct and dedicated communications line shall be as mutually agreed upon
by the parties.  The mutual agreement
may include the decision to use a comparable link via SITA in which case
Participating Carrier shall be billed by SITA for outbound messages from
Participating Carrier’s system and WORLDSPAN shall be billed by SITA for
outbound messages from the WORLDSPAN System.


 


5.                                      FEES


 


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


 


6.                                      TERM


 


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


 


IN WITNESS WHEREOF, the parties hereto have caused
this Addendum to be executed by their duly authorized undersigned
representatives as of 20th November, 1995.


 


5

















 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Airines

  	
   

  	
  /s/ Lawrence J. Cureuru

  
	
  (Carrier Name)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  /s/ Greg Taylor

  	
   

  	
  Lawrence J. Cureuru

  
	
  (Signature)

  	
   

  	
  Director

  
	
   

  	
   

  	
  Airline Products & Associate

  
	
   

  	
   

  	
  Marketing

  
	
  Greg Taylor

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VP Revenue Management

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


6

















 


WORLDSPAN


ADDENDUM - SUPPLEMENTAL
SERVICES

REVENUE ACCOUNTING DATA


 


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


 


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


 


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


 


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


 


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


 


1.                                      DEFINITIONS


 


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


 


A.                                   IRS
shall mean the internal reservation system of a carrior. but shall not Include
a CRS.


 


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


 


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


 


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


 


1

















 


2.                                      PURCHASE
AND EXCHANGE OF REVENUE ACCOUNTING DATA


 


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


 


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


 


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


 


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


 


2

















 


Accounting Data relating to such WORLDSPAN Carriers
from Participating Carrier’s IRS. 
WORLDSPAN and Participating Carrier shall share equally the cost of
transmitting the data to Participating Carrier.


 


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


 


3.                                      TRANSMISSION
OF REVENUE ACCOUNTING DATA


 


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


 


4.                                      USE
OF REVENUE ACCOUNTING DATA


 


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


 


5.                                      EXPENSES


 


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


 


6.                                      DISCLAIMER


 


WORLDSPAN AND PARTICIPATING CARRIER EXPRESSLY WAIVE
ANY WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REGARDING THE REVENUE
ACCOUNTING DATA AND ITS TRANSMISSION, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. 



 


3

















 


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


 


7.                                      TERM
AND TERMINATION


 


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


 


8.                                      NO
OTHER AMENDMENT


 


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


 


9.                                      SEVERABILITY


 


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


 


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


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Airines

  	
   

  	
  /s/ Lawrence J. Cureuru

  
	
  (Carrier Name)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  /s/ Scott Praven

  	
   

  	
  Lawrence J. Cureuru

  
	
  (Signature)

  	
   

  	
  Director

  



 


4

















 


	
   

  	
   

  	
  - Airline and Served Affiliate

  
	
  Scott Praven

  	
   

  	
  Sales and Marketing

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VP Revenue Management

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


5

















 


WORLDSPAN

AMENDMENT TO THE WORLDSPAN ADDENDUM SUPPLEMENTAL SERVICES


REVENUE ACCOUNTING DATA


 


THIS Amendment to the WORLDSPAN Addendum -
Supplemental Services Revenue Accounting Data (“Amendment”) is made and
effective the 15th day of May, 1999 by and between WORLDSPAN, L.P.,
a Delaware limited partnership, located at 300 Galleria Parkway, N.W., Atlanta,
Georgia 30339 (“WORLDSPAN”) and Participating Carrier identified below.


 


WHEREAS, WORLDSPAN and
Participating Carrier entered into that WORLDSPAN Addendum - Supplemental
Services Revenue Accounting Data dated the 15th day of May, 1999
(the “Addendum”).


 


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


 


NOW, THEREFORE, it is agreed:


 


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


 


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


 


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


 


Notwithstanding the foregoing, Participating Carrier and
WORLDSPAN acknowledge and agree that (a) the Revenue Accounting Data and the
information therein are provided for the use of Participating Carrier and its
code share affiliates only, (b) Participating Carrier may provide the Revenue
Accounting Data and the information therein to a third party for the purpose of
processing on behalf of Participating Carrier without first obtaining the prior
written consent of WORLDSPAN, and (c) the use and disclosure restrictions in
the Addendum do not apply to Revenue Accounting Data pertaining solely to
Participating Carrier.


 


3.                                      Except
to the extent the Addendum is amended herein, the Addendum remains in full
force and effect.


 


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


 

















 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Airines

  	
   

  	
  By: 

  	
  /s/ Lawrence J. Curcuru

  
	
  (Carrier Name)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Scott Praven

  	
   

  	
  Lawrence J. Curcuru

  
	
  (Signature)

  	
   

  	
  Airline Sales & Marketing

  
	
   

  	
   

  	
  Airline and Served Affiliate

  
	
  Scott Praven

  	
   

  	
  Sales and Marketing

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VP Revenue Management

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  
					



 


2

















 


WORLDSPAN


 


ADDENDUM - SUPPLEMENTAL
SERVICES

GO! SOLO


 


 


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


 


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


 


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


 


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


 


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


 


1.                                       DEFINITIONS


 


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


 


2.                                       GO! SOLO FUNCTIONALITY


 


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


 


3.                                       TRANSMISSION
EFFECTIVE DATE


 


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


 


	
  ý

  	
   

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

  
	
  o

  	
   

  	
  Participating Carrier will
  send a teletype message to HDQAS1P advising WORLDSPAN of the date
  Participating Carrier is able to 

  



 


 


1

















 


	
   

  	
   

  	
  accept GO! SOLO.

  



 


4.                                      RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


•                                          Pentium 166 MHz processor or higher


•                                          17” monitor


•                                          800x600 screen resolution


•                                          16mbRAM


•                                          2mbVideoRkM


•                                          28.8K modem minimum / 56K recommended


•                                          10mb - 20mb recommended free disk space


 


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


 


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


 


5.                                      RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


6.                                      USE
OF THE INTERNET


 


A.                                   Participating
Carrier acknowledges that the views and comments expressed by Participating
Carrier in electronic communications sent via 


 


2

















 


WORLDSPAN and the Internet do not reflect any review,
approval or endorsement by WORLDSPAN.


 


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


 


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


 


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


 


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


 


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


 


7.                                      FEES


 


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


 


3

















 


8.                                      TERM


 


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


 


9.                                      NO
OTHER AMENDMENT


 


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


 


IN WITNESS WHEREOF, the
parties hereto have caused this Addendum to be executed by their duly
authorized undersigned representatives as of July 26, 2000.


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Airines

  	
   

  	
  By: 

  	
  /s/ Lawrence J. Curcuru

  
	
  (Carrier Name)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Henry W. Lilly

  	
   

  	
  Lawrence J. Curcuru

  
	
  (Signature)

  	
   

  	
  Manager

  
	
   

  	
   

  	
  Airline and Served Affiliate

  
	
  Henry W. Lilly

  	
   

  	
  Sales and Marketing

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director Revenue Mgmt Support Svcs.

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  
					



 


4

















 


SUPPLEMENTAL INFORMATION


 


 


	
  Airline
  Name:

                                                                                     United Airlines                                                                                  

  
	
   

  
	
  Contact
  Name:

                                                                                      George Tyms                                                                                    

  
	
   

  
	
  User’s
  Name:

                                                                 UA0GTYMS UA0SCASEY UA0TLEE                                                               

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

  
	
   

  
	
  User’s
  Fax

  number:                                      847-700-6923 (TYMS)  303-779-2278 (CASEY/LEE)                                                    

  
	
   

  
	
  User’s
  E-mail address:

                                     George.Tyms@ual.com   Sybil.Casey@ual.com  
  Teresa.Lee@ual.com                                  

  
	
   

  
	
  User’s
  Telephone number:

                                         847-700-5667 (TYMS)   303-779-2228 (Casey)  
  303-779-2316 (Lee)                                       

  
	
   

  
	
  User’s
  Mailing Address:

                                                           WHQIM  
  P.O. Box 66100, Chicago, IL 
  60666                                                        

  
	
   

  
	
  User’s
  Teletype address (TTY):

                                                                                HDQIMUA (TYMS)                                                                              

  
	
   

  
	
  Type
  of hardware:

                                                                                               HP                                                                                             

  
	
  (include
  brand and speed of modem)

  
	
   

  
	
  Internet
  Service Provider:

                                                                                        ISDN LINE                                                                                      

  
	
   

  
	
  Number
  of Accesses required:

                                                                                                 3                                                                                               

  
	
   

  



 


***
REMEMBER ONLY MICROSOFT INTERNET EXPLORER 4.0 OR 

HIGHER MAY BE UTILIZED AS THE BROWSER ***


 


5

















 


WORLDSPAN

ADDENDUM-SUPPLEMENTAL SERVICES

SecuRatesm AIR for
Airlines


 


	
   

  	
  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 Participating Carrier Agreement (the
“Agreement”).


 


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


 


Participating Carrier
wishes to participate in SecuRate AIR for Airlines.


 


NOW, THEREFORE, it is agreed:


 


1.                                       DEFINITIONS


 


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


 


LNIATA
shall mean the Worldspan terminal address for a device accessing the Worldspan
System.  The LNIATA is found by making
the following entry on the device: KGB The LNIATA for the device appears in
the “ADDR” field in the resulting display.


 


2.                                       RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


 


1

















 


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


 


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


 


	
  1A B6191A

  	
   

  	
  14 B61914

  	
   

  	
  20 B61920

  	
   

  	
  26 B61926

  
	
  1B B6191B

  	
   

  	
  15 B61915

  	
   

  	
  21 B61921

  	
   

  	
   

  
	
  1E B6191E

  	
   

  	
  16 B61916

  	
   

  	
  22 B61922

  	
   

  	
   

  
	
  1F B6191F

  	
   

  	
  17 B61917

  	
   

  	
  23 B61923

  	
   

  	
   

  
	
  12 B61910

  	
   

  	
  18 B61918

  	
   

  	
  24 B61924

  	
   

  	
   

  
	
  13 B61913

  	
   

  	
  19 B61919

  	
   

  	
  25 B61925

  	
   

  	
   

  



 


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


 


3.                                      RESPONSIBILITIES
OF Worldspan


 


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


 


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


 


4.                                      FEES


 


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


 


5.                                      TERM


 


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


 


6.                                      GENERAL
PROVISIONS


 


A.                                   Worldspan
reserves the right to restrict Participating Carrier’s access to SecuRate AIR


 


2

















 


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


 


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


 


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


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L.P.

  
	
    

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
  /s/ Scott Anderson

  
	
  (Carrier Name)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  /s/ Henry W. Lilly

  	
   

  	
  Scott Anderson

  
	
  (Signature)

  	
   

  	
  Manager -The Americas

  
	
   

  	
   

  	
  Airline Sales and Marketing

  
	
  Henry W. Lilly

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director - Revenue Management Support

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


3

















 


AMENDMENT TO THE
WORLDSPAN SUPPLEMENTAL SERVICES ADDENDUM

SecuRate AIR for Airlines


 


THIS Amendment to the Worldspan
Supplemental Services Addendum dated the 30th of July, 2001 (“Amendment”), is
by and between Worldspan, L.P., located at 300 Galleria Parkway, N.W., Atlanta,
Georgia 30339 (“Worldspan”) and 

Customer Legal Name: United Airlines, Inc.                    
SID:  _______________________________

dba: United Airlines                                                                                                             ARC: _______________________________

Address: P.O. Box 66100                                                                                                                                                     

City: Elk Grove       State: IL                 Zip: 60007                             

(hereinafter referred to as “Customer”).


 


WHEREAS, Worldspan and
Customer entered into the Worldspan Supplemental Services Addendum - Ticket to
Confirm, dated the           of
            , 2001
the “Addendum”).


 


WHEREAS, Worldspan and
Customer now desire to amend the Addendum.


 


NOW, THEREFORE, it is agreed:


 


1.                                       Paragraph 4. is
hereby superceded with the following:


 


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


 


2.                                       Paragraph 6.A.
is hereby superceded with the following:


 


Worldspan reserves the right to restrict Participating
Carrier’s access to SecuRate AIR for Airlines for technical servicing.


 


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


 


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


 


	
  CUSTOMER:

  	
   

  	
  WORLDSPAN, L.P.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
  By:

  	
   /s/ Scott D
  Anderson

  
	
  (Customer Legal Name)

  	
   

  	
  (Signature)

  



 


 


Page 1

















 


	
  United Airlines

  	
   

  	
   

  
	
  (dba)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kathleen Bennett

  	
   

  	
  By:

  	
  /s/ Scott D Anderson

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  Kathleen Bennett

  	
   

  	
  Scott D Anderson

  
	
  (Print Name)

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  
	
  Manager - CRS Management

  	
   

  	
  Manager

  
	
  (Title)

  	
   

  	
  (Title)

  
	
   

  	
   

  	
   

  
	
  8/24/01

  	
   

  	
  9/20/01

  
	
  (Date)

  	
   

  	
  (Date)

  
					



 


 


Page 2

















 


WORLDSPAN

ADDENDUM-SUPPLEMENTAL SERVICES

SecuRatesm AIR for
Airlines


 


	
   

  	
  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 Participating Carrier Agreement (the
“Agreement”).


 


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


 


Participating Carrier
wishes to participate in SecuRate AIR for Airlines.


 


NOW, THEREFORE, it is agreed:


 


1.                                       DEFINITIONS


 


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


 


LNIATA
shall mean the Worldspan terminal address for a device accessing the Worldspan
System.  The LNIATA is found by making
the following entry on the device: KGB The LNIATA for the device appears in
the “ADDR” field in the resulting display.


 


2.                                       RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


1

















 


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


 


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


 


	
  1A B6191A

  	
   

  	
  14 B61914

  	
   

  	
  20 B61920

  	
   

  	
  26 B61926

  
	
  1B B6191B

  	
   

  	
  15 B61915

  	
   

  	
  21 B61921

  	
   

  	
   

  
	
  1E B6191E

  	
   

  	
  16 B61916

  	
   

  	
  22 B61922

  	
   

  	
   

  
	
  1F B6191F

  	
   

  	
  17 B61917

  	
   

  	
  23 B61923

  	
   

  	
   

  
	
  12 B61910

  	
   

  	
  18 B61918

  	
   

  	
  24 B61924

  	
   

  	
   

  
	
  13 B61913

  	
   

  	
  19 B61919

  	
   

  	
  25 B61925

  	
   

  	
   

  



 


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


 


3.                                      RESPONSIBILITIES
OF Worldspan


 


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


 


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


 


4.                                      FEES


 


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


 


5.                                      TERM


 


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


 


6.                                      GENERAL
PROVISIONS


 


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


 


2

















 


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


 


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


 


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


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
  /s/ Scott Anderson

  
	
  (Carrier Name)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  /s/ Henry W. Lilly

  	
   

  	
  Scott Anderson

  
	
  (Signature)

  	
   

  	
  Manager -The Americas

  
	
   

  	
   

  	
  Airline Sales and Marketing

  
	
  Henry W. Lilly

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director - Revenue Management Support

  	
   

  	
   

  
	
  (Title)

  	
   

  	
   

  



 


3

















 


ADDENDUM - SUPPLEMENTAL
SERVICES

MARKITING INFORMATION DATA TAPES (MIDT)


 


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


 


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


 


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


 


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


 


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


 


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


 


a.                                       MIDT Available from PARS.


 


	
  ý

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ý

  	
   

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

  
	
   

  	
   

  	
   

  
	
  o

  	
   

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

  



 


 


1

















 


	
  o

  	
   

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

  



 


b.                                      MIDT Available from DATAS II.


 


	
  ý

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ý

  	
   

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

  



 


2.                                      Delivery
by WORLDSPAN.


 


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


 


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


 


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


 


3.                                      Treatment
of MIDT and Data.


 


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


 


2

















 


with respect to the information
derived from the Bookings created by that WORLDSPAN User and only with respect
to that information.


 


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


 


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


 


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


 


b.                                      PARS R.O.W. 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 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 R.O.W. Tape - Two Thousand Five Hundred
Dollars ($2,500.00) per month.


 


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


 


6.                                      Eligibility.  M.LD.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.


 


3

















 


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 1, 1993.


 


	
  UNITED AIRLINES

  	
   

  	
  WORLDSPAN, L. P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John C. Pope

  	
   

  	
  By: 

  	
   /s/ Richard
  A. Lee

  
	
   

  	
  John C. Pope

  	
   

  	
   

  	
  Richard A. Lee

  
	
  Title: 
  President & Chief

  	
   

  	
   

  	
  Director - Airline and

  
	
       Operating Officer

  	
   

  	
   

  	
  Associate Sales

  
						



 


4

















 


WORLDSPAN

ADDENDUM - SUPPLEMENTAL SERVICES


CLAIM PNR/PUSH PNR


 


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


 


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


 


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


 


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


 


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


 


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


 


1.                                      DEFINITIONS


 


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


 


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


 


2.                                      SERVICE
SELECTION


 


	
  ý

  	
   

  	
  Participating Carrier elects
  to participate in WORLDSPAN Claim PNR only.

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  Participaxing Carrier elects
  to participate in WORLDSPAN Claim PNR and Push PNR.

  



 


 


1

















 


3.                                      RESPONSIBILITIES
OF PARTICIPATING CARRIER 


 


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


 


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


 


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


 


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


 


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


 


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


 


F.                                      Participating
Carrier consents to the use of Claim PNL and Push PNR if applicable, by
WORLDSPAN Users as set forth in this Addendum.


 


2

















 


G.                                     Participating
Carrier agrees to give WORLDSPAN at least ninety (90) days prior written notice
of any changes to Participating Carder’s system which may affect Push or Claim
PNR. Should changes to Participating Carrier’s programs require changes to Push
or Claim PNR, Participating Carrier agrees to reimburse WORLDSPAN for the cost of
such changes at WORLDSPAN’s then prevailing rates.


 


4.                                      RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


5.                                      TERM


 


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


 


6.                                      NO
OTHER AMENDMENT


 


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


 


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


 


	
  PARTICIPATING CARRIER

  	
   

  	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
      United
  Airlines

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Greg Taylor

  	
   

  	
   

  	
  /s/ Lawrence J. Curcuru

  
	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
     Greg Taylor

  	
   

  	
   

  	
  Lawrence J. Curcuru

  
	
  (Name)

  	
   

  	
   

  	
  Director

  
	
    VP Revenue
  Management

  	
   

  	
   

  	
  Airline Products &
  Associate Marketing

  
	
  (Title)

  	
   

  	
   

  	
   

  



 


4

















 


WORLDSPAN


 


ADDENDUM-SUPPLEMENTAL SERVICES

PASSIVE SEGMENT NOTIFICATION


 


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


 


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


 


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


 


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.


 


 


1

















 


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


 


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


 


2.             PASSIVE
SEGMENT NOTIFICATION OPTIONS


 


A                                      Passive
Segment Notification Status Codes

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


 


	
  ý

  	
   

  	
  1.

  	
   

  	
  PK and PL only.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  2.

  	
   

  	
  PK, PL and PX.

  



 


B.                                     WORLDGroup
Passive Segments

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


 


	
  ý

  	
   

  	
  1.

  	
   

  	
  All Passive Segments excluding WORLDGroup
  Passive Segments.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  2.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o

  	
  a.

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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 SSE. item, Participating Carrier will not be
  able to differentiate between Passive Segment Notification from WORLDGroup
  PNRs and those received from other PNRs.

  



 


2

















 


3.             RESPONSIBILITIES
OF 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 MK
or ML, pursuant to Paragraph 2.B., if Participating Carrier has elected to
receive the PX status code.


 


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


 


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


 


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


 


5.             FEES


 


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


 


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


 


4

















 


6.             TERM


 


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


 


7.             NO
OTHER AMENDMENT


 


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


 


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


 


	
  PARTICIPATING
  CARRIER

  	
   

  	
  Worldspan,
  L. P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United
  AirLines

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Scott Praven

  	
   

  	
  /s/ Lawrence J. Curcuru

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Scott Praven

  	
   

  	
  Lawrence J. Curcuru

  
	
  (Name)

  	
   

  	
  Manager

  
	
   

  	
   

  	
  Airline and Served Affiliate Sales

  
	
  VP Revenue Management

  	
   

  	
  and Marketing

  
	
  (Title)

  	
   

  	
   

  



 


5

















 


WORLDSPAN


ADDENDUM - SUPPLEMENTAL SERVICES


TRANSMIT TICKET NUMBER (TTN)


 


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


 


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


 


WORLDSPAN has developed a
procedure for WORLDSPAN Users to transmit ticket numbers to Participating
Carrier for tickets issued for Participating Carrier flights.


 


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


 


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


 


1.             DEFINITIONS


 


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


 


2.             RESPONSIBILITIES
OF PARTICIPATING CARRIER


 


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


 


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


 


C.                                     In
those cases when a TTN Message is sent by the WORLDSPAN System but cannot be
electronically accepted by Participating Carrier’s inbound teletype message
processing facility for automatic processing, or when a TIN Message cannot be
electronically accepted by Participating Carrier’s system via the
communications line, Participating Carrier will accept the passenger(s) for
transportation on the same basis as though a TTN Message had been received and
processed by Participating Carrier’s system even though over booking may result
therefrom and denied 


 

















 


boarding compensation may be required, provided,
however, the foregoing is applicable only if: (i) the passenger’s ticket bears
an “OK” status or (ii) Participating Carrier has not returned the Booking to
either WORLDSPAN or the original WORLDSPAN User within twelve (12) hours of the
Booking message transmission from the WORLDSPAN System according to the terms
of the Agreement; provided further, however, sub-clause (ii) shall not apply to
Bookings governed by the WORLDSPAN Addendum-Supplemental Services AccessPLUS.


 


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


 


3.             RESPONSIBILITIES
OF WORLDSPAN


 


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


 


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


 


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


 


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


 


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


 


4.             FEES


 


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


 


5.             TERM


 


This
Addendum shall become effective on the date signed and shall be coterminous
with the Agreement but may, in any event, be terminated by either 


 


2

















 


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 duly authorized undersigned representatives as of
                                      
19           .


 


	
  PARTICIPATING CARRIER

  	
   

  	
  WORLDSPAN, L. P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Airlines

  	
   

  	
   

  	
   

  	
   

  
	
  (Carrier Name)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gregory Taylor

  	
   

  	
  By:

  	
  /s/ Cheryl B. Weldon

  
	
   

  	
  (Signature)

  	
   

  	
  (Signature)

  
	
  Gregory Taylor

  	
   

  	
   

  	
  Cheryl B. Weldon

  
	
  V.P. - Revenue Management

  	
   

  	
   

  	
  Director, Airline and Served

  
	
   

  	
   

  	
   

  	
  Affiliate Sales and Marketing

  
						



 


3

















 


ATTACHMENT A


WORLDSPAN Transmit Ticket Number (TTN)


 


 


	
  Participating Carrier:

  	
   

  	
  UNITED AIRLINES

  
	
   

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  MADELEINE McDONALD - MGR CRS
  MANAGEMENT

  
	
   

  	
   

  	
   

  
	
  Phone:

  	
   

  	
  847-700-4439

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  847-700-2534

  
	
   

  	
   

  	
   

  
	
  SITA:

  	
   

  	
  HDQIMUA

  



 


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


 


	
  TKNA

  	
   

  	
  Ticket numbers for automatically (system) generated
  tickets.

  
	
  TKNC

  	
   

  	
  Automatically (system) generated TCNs.

  
	
  TKNE

  	
   

  	
  Ticket numbers generated by electyronic ticketing.

  



 


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


 


	
  ADTK

  	
   

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

  
	
  TKNM

  	
   

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

  



 


A.            Message
Format


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


 


	
  o

  	
  1.

  	
  OSI

  
	
   

  	
   

  	
  Participating Carrier
  will receive one OSI field for each ticket number issues.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Example of multi-party
  PNR with consecutively numbered tickets:

  
	
   

  	
   

  	
    OSI XX TKNA
  01575131329552-9610/9710/9710-1SMITH/GMR 1JONES/JMS 1 BROWN/BMR

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
    OSI XX TKNA
  01575131329552/9610/9710-1SMITH/GMR 1JONES/JMS 1BROWN/BMR

  



 

















 


	
  ý

  	
  2.

  	
  SSR

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
    SSR TKNA XX
  HK1  BDLJFK4823Y17FEB-1SMITH/GMR.01575131329592

  
	
   

  	
   

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

  
	
   

  	
   

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

  
	
   

  	
   

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

  



 


B.            TTN Options


 


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


 


	
  1.

  	
   

  	
  Passive Segment Notification (PSN)

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  a.

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

  
	
   

  	
   

  	
   

  	
   

  
	
  ý

  	
   

  	
  b.

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

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  WORLDGroup

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

  



 


2

















 


 


	
  o

  	
  a.

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  1.

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  2.

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  b.

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  1.

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  2.

  	
  WORLDSPAN shall not
  transmit number to Participating Carrier when a tick is issued for a WORLDGroup
  Passive Segment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  3.

  	
  Infant Tickets

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  4.

  	
  Corporate/Group PNRs

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o

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

  



 


3

















 


C.            Transmission Effective Date


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


 


	
  o

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

  
	
   

  	
   

  
	
  ý

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

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  



 


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