**Exhibit10.101**

**CONTENTAGREEMENT**

ThisContent Agreement (“Agreement”), dated as of July 10, 2006 (the “AgreementDate”), is by and between (i) Worldspan, L.P., a limited partnershiporganized and existing under the laws of Delaware, USA (“Worldspan”), and (ii) USAirways, Inc., a corporation organized and existing under the laws of Delaware,USA, and America West Airlines, Inc., a corporation organized and existingunder the laws of Delaware, USA (“America West”, and together with US Airways,Inc., “US Airways”).

**RECITALS**

WHEREAS,Worldspan and US Airways, Inc. are parties to a Participating Carrier Agreementdated February 1, 1991, (as otherwise amended, supplemented, or replacedfrom time to time, the “PCA”) pursuant to which Worldspan distributes US Airways,Inc.’s products and services to travel agencies and other organizations thatsubscribe with Worldspan for that service (the “Worldspan Agency Base”); and

WHEREAS,Worldspan and America West are parties to a Participating Carrier Agreementdated February 1, 1991, (as otherwise amended, supplemented, or replacedfrom time to time, the “AWA PCA”) pursuant to which Worldspan distributesAmerica West’s products and services to the Worldspan Agency Base; and

WHEREAS, the Parties wishAmerica West products and services to be distributed via the PCA once the twoairlines are distributed under the same two letter air carrier designator code;and

WHEREAS, the Partiesagree that the AWA PCA will terminate when America West ceases to use the HPair carrier designator code and is distributed under the US two letter aircarrier designator code and the PCA; and

WHEREAS, the Parties alsodesire to (i) reduce US Airways’ distribution costs through Worldspan and (ii)allow Worldspan to offer its subscribers optional products giving them theability to obtain comprehensive content regarding US Airways’ products andservices, both pursuant to the terms and conditions set forth herein;

NOW,THEREFORE, in consideration of their respective undertakings hereunder andintending to be legally bound, Worldspan and US Airways hereby agree asfollows:

**ARTICLE 1**

**TERM AND DEFINITIONS**

1.1           Term.  The term of this Agreement (the “Term”) willcommence on September 1, 2006 (the “Effective Date”) and will continueuntil (i) the fifth anniversary of the Effective Date or such later dateto which the Term may be extended by mutual agreement of the Parties, or(ii) any earlier date upon which this Agreement may be terminated inaccordance with the provisions hereof. Notwithstanding the foregoing, Worldspan agrees that [**] be effectiveas of the Agreement Date.

 

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1.2           Definitions.  For purposes of this Agreement, each of theterms listed in Appendix A will have the meaning set forth therein.  Other terms used in this Agreement aredefined in the context in which they are used and will have the respectivemeanings specified there.

**ARTICLE 2**

**US AIRWAYS CONTENT**

2.1           US Airways Content Availability inthe Territory.  During the Term, andsubject to the provisions of this Agreement, US Airways will provide toWorldspan for distribution to applicable Worldspan Agencies in theTerritory[**], except as specified in this Agreement, to any Worldspan Agency,timely and complete access to, and the ability to generate Bookings from, eachof the following types of US Airways Content:

(a)           “GeneralContent”, which consists of such information, inventory, and functionalityrelating to the US Airways Group’s schedules, Publicly Available Fares, farerules, and availability that is used or is useful to make reservations orpurchase air travel on US Airways Flights (but which is not required to includeany of the same pertaining to the US Airways Group’s [**]) as US Airwaysdesignates for distribution to the Worldspan Agencies then participating in theGeneral Access Product or, in the absence of any such designation, FullContent.

(b)           “FullContent”, which consists of all information, inventory, and functionalityrelating to the US Airways Group’s schedules, Publicly Available Fares, farerules, and availability that is used or is useful to make reservations orpurchase air travel on US Airways Flights (but which is not required to includeany of the same pertaining to the US Airways Group’s [**]).  The Full Content available to any WorldspanAgency through the Worldspan GDS will include at least the same [**], subjectto the same US Airways conditions and restrictions, as is available to thatTravel Agency through any Distribution Channel other than [**].

(c)           “SuperContent”, which consists of Full Content plus the following:

(1)           USAirways Content.  US Airways willprovide all additional US Airways Content, including all of the US AirwaysGroup’s [**].  [**].  Worldspan will not distribute such [**]generally to all Worldspan Agencies. Worldspan will make such fares available only to the Travel Agenciesidentified by US Airways, based on

 

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criteriareasonably determined by US Airways. However, in making this determination, US Airways will [**].

(2)           MerchandisingProducts and Services.  US Airwaysmay provide new products and services intended to create cross-sell and up-sellopportunities that will provide the Worldspan Agency Base with additionalproducts.  These products may includethings such as the sale of [**].

(3)           [**].  [**].

(4)           FunctionalParity.  US Airways will provideWorldspan and the Worldspan Agency Base with [**].  However, any delay in Worldspan’s ability toimplement any new functionality [**].  USAirways will give Worldspan [**].

The Parties will meet onan ongoing basis to review the composition of Super Content and negotiatefurther enhancements thereto that the Parties mutually agree will make

 

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Super Content more attractive to the Worldspan AgencyBase.  Super Content will be provided toWorldspan only in accordance with the provisions of Section 3.4.

US Airways agrees that it has and will maintainsufficient authorization and approvals to provide such information, access, andinventory on behalf of the US Airways Group. US Airways will make its fares and all other applicable informationavailable to Worldspan through the automated filing services provided byAirline Tariff Publishing Company (ATPCO), Worldspan’s internal Private Fareproduct (which is an Internet-based system used to input [**] and associatedrules directly into the Worldspan GDS), or other standard industry proceduresthat do not impose significant additional operating or other costs uponWorldspan or US Airways.  [**].

2.2           Distribution Parity.  In general and except as provided in Section 2.1(c)(3),in connection with the distribution of US Airways Content, US Airways will not[**].  With respect to each particulartype of US Airways Content, the Parties agree as follows:

(a)           USAirways will make General Content available to Worldspan and the WorldspanAgencies in the Territory at levels and amounts, and on terms and conditions,[**].

(b)           USAirways will make Full Content available to Worldspan and the WorldspanAgencies in the Territory at levels and amounts, and on terms and conditions,[**].

(c)           USAirways will make Super Content available to Worldspan and the WorldspanAgencies in the Territory at levels and amounts, and on terms and conditions,[**].

The factors with respectto which US Airways will provide [**] for each type of US Airways Content inaccordance with this Section will include [**].

 

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**ARTICLE 3**

**WORLDSPAN DISTRIBUTION PRODUCTS**

3.1           GeneralAccess Product.  Worldspan willcontinue to offer to the Worldspan Agencies in the Territory a generallyavailable distribution product (the “General Access Product”) that includes thefollowing attributes:

(a)           The Worldspan Agency receives General Content.

(b)           [**].

The terms and conditions relating to the General Access Product willcontinue to be as provided in the subscriber agreement between the WorldspanAgency and Worldspan, including any other agreement that may modify orsupplement that subscriber agreement.

3.2           OptionalNew Distribution Products.  Inaddition to the General Access Product, Worldspan will offer to the WorldspanAgencies in the Territory two new optional Worldspan Distribution Products, inaccordance with and subject to the provisions of Sections 3.3 and 3.4,respectively.  [**].

3.3           SubscriptionAccess Product.  Commencing on orbefore September 30, 2006, Worldspan will make available to WorldspanAgencies in the Territory a new optional distribution product (the “SubscriptionAccess Product”) that includes the following attributes:

(a)           The Worldspan Agency receives Full Content.

(b)           [**].

3.4           SuperAccess Product.  Commencing on orbefore September 30, 2006, Worldspan will make available to WorldspanAgencies in the Territory [**] from Worldspan with respect thereto, a newoptional distribution product (the “Super Access Product”) that includes thefollowing attributes:

(a)           The Worldspan Agency receives Super Content.

(b)           The Super Access Product [**].

[**].

3.5           Content Access Fees.  Worldspan acknowledges that, except asprovided in the following sentence, US Airways retains the right to, andnothing in this Agreement precludes US

 

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Airways from, charging a Content Access Fee to Worldspan Agencies.  However, notwithstanding anythingherein to the contrary, [**].  Worldspan will provide US Airways withreports regarding the Bookings made by each Worldspan Agency, and US Airwayswill be responsible for collecting any Content Access Fees payable by eachapplicable Worldspan Agency.  [**].

**ARTICLE 4**

**FEE ARRANGEMENTS**

4.1           Booking Fees.  The Parties agree that the Booking Fees forBookings generated in the Territory by Worldspan Agencies during the Term willbe as provided in Appendix B.

**ARTICLE 5**

**GENERAL PROVISIONS**

5.1           Direct Connects.  During the Term, [**].

5.2           [**].  Upon Worldspan’s reasonable request from timeto time, US Airways will negotiate in good faith with Worldspan [**]

[**]

 

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[**]

5.3           [**] Periods.  Notwithstanding anything in this Agreement tothe contrary, the Parties acknowledge and agree that during any [**]

[**]

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5.4           [**].

**ARTICLE 6TERMINATION AND DISPUTES**

6.1           Termination for Cause.  If either Party defaults in the performanceof any of its material obligations (or repeatedly defaults in the performanceof any of its other obligations) under this Agreement and, after receipt of awritten notice specifying the default in reasonable detail, does notsubstantially cure the default within fifteen days (or within thirty days, ifthe default cannot reasonably be cured within a 15-day period and thedefaulting Party is diligently pursuing a cure of the default), then thenon-defaulting Party may, by giving written notice of termination to thedefaulting Party, terminate this Agreement effective as of the termination datespecified in the notice of termination.

6.2           Remedies.  If either Party breaches, or threatens tobreach, any of its obligations in Article 2, Article 3, Article 4, orArticle 5, then the other Party may proportionately reduce or suspend theperformance of its obligations hereunder and, in addition, may seek injunctiverelief to preserve the status quo or prevent irreparable injury pending theresolution of any related Dispute in accordance with Section 6.3.

6.3           Dispute Resolution.  Any dispute, claim or controversy arising outof or relating in any way to this Agreement, or the relationship or rights andobligations of the Parties resulting from this Agreement, including any disputeas to the existence, validity, construction, interpretation, negotiation,performance, non-performance, breach, termination, or enforceability of thisAgreement, (a “Dispute”) will be resolved in accordance with the followingprocedures:

(a)           Uponthe request of either Party, the Parties will immediately use all reasonablebusiness efforts to resolve the Dispute at the operational level.

(b)           Ifthe Parties have not been able to resolve the Dispute at the operational levelwith twenty-four hours after the request described in subsection (a),then, upon the written request of either Party, which request must identify theDispute in reasonable detail, each Party will designate a senior executive whowill negotiate in good faith with the senior executive designated by the otherParty in an effort to resolve the Dispute.

(c)           Ifthe senior executives do not resolve the Dispute within fifteen days after therequest described in subsection (b), then either Party may seek resolutionthrough the court system.

(d)           Notwithstandingthe existence of any Dispute or the fact that the dispute resolution proceduresset forth in this Section have been or may be invoked, each Party will continueto perform its obligations under this Agreement, unless and until thisAgreement is terminated in accordance with the provisions of this Agreement.

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**ARTICLE 7MISCELLANEOUS PROVISIONS**

7.1           Prior Agreement.  This Agreement is intended to be in additionto the PCA, which will continue in full force and effect during the term ofthis Agreement.  To the extent that thereis any inconsistency between the terms and conditions of this Agreement and theterms and conditions of the PCA, the terms and conditions of this Agreementwill prevail.  During the term of thisAgreement, US Airways [**].

7.2           Successors and Assigns.  This Agreement will survive any change ofcontrol of either Party and will be binding upon, inure to the benefit of, andbe enforceable by and against each Party and any successor thereto.  However, neither Party may, without the priorwritten consent of the other, assign this Agreement or any rights orobligations hereunder to any other entity unless that other entity(i) acquires all or substantially all of the assets of the assigningParty, and (ii) either agrees, or by operation of law is required, tocomply with and be bound by the provisions of this Agreement to the same extentas the assigning Party.  [**].

7.3           Confidentiality.  Each Party agrees that all proprietary andconfidential information of the other, including information relating to thenegotiation and the terms and conditions of this Agreement, will be held in strictconfidence and protected by the same degree of care as such Party uses toprotect the confidentiality of its own information of a similar nature, but noless than a reasonable degree of care, will be used only for purposes of thisAgreement, and will not be disclosed to any unauthorized third party by suchParty or any of its employees or agents without the prior written consent ofthe other, except as may be reasonably necessary to perform its obligationsunder this Agreement or required by legal, accounting, or regulatory requirements.

7.4           Public Communications.  Worldspan and US Airways will jointly prepareone or more press releases regarding the provision of US Airways Content forWorldspan Agencies.  US Airways andWorldspan will issue and publicize any such release in a manner consistent withother press releases and promotional initiatives issued by US Airways andWorldspan.  [**].

 

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7.5           Severability.  If any court of competent jurisdiction,arbitrator, regulatory body, or other legal authority, as the case may be,determines that any provision of this Agreement violates any applicablestatute, law, rule, or regulation, whether now in existence or enacted oradopted at a later date, or is otherwise unlawful, invalid or unenforceable forany reason, it is the intention of the Parties that such authority will havethe power to modify such provision to the extent necessary to render theprovision enforceable, and such provision as so modified will be enforced.  Any such findings of invalidity orunenforceability of any provision of this Agreement will not affect thevalidity or enforceability of the other provisions of this Agreement, whichwill remain in full force and effect.

7.6           Waiver.  No waiver of any breach of this Agreement byeither Party shall constitute a waiver of any subsequent breach of the same orany other provisions hereof, and no waiver shall be effective unless made inwriting.

7.7           Force Majeure.  Neither Party will be deemed in default ofthis Agreement as a result of any failure to perform its obligations that iscaused by an act of God or governmental authority, a strike or labor dispute,fire, war, terrorism, or for any other cause beyond the reasonable control ofthat Party.

7.8.          No Agency.  Nothing in this Agreement is intended to orwill be construed to create or establish an agency, partnership, or jointventure relationship between the Parties.

7.9           Counterparts.  This Agreement may be executed in two or morecounterparts, each of which will be deemed to be an original copy of thisAgreement and all of which, when taken together, shall be deemed to constituteone and the same agreement.  ThisAgreement may be executed and delivered by facsimile and any facsimilesignatures will be considered original signatures.

7.10         Governing Law.  This Agreement shall be governed by,construed and enforced according to the laws of the State of New York, withoutregard to its principles of conflicts of laws. If and to the extent that such courts accept jurisdiction thereof, eachof the Parties submits to the exclusive jurisdiction of the state and federalcourts located in New York, New York and waives any claim of lack ofjurisdiction or *forum non conveniens*.

7.11         Construction.  The captions used in this Agreement are forreference purposes only and are to be given no effect in the construction orinterpretation of this Agreement.  Asused in this Agreement, the words “hereof” and “hereunder” and other words ofsimilar import refer to this entire Agreement and not any separate portionhereof, unless otherwise specified.  Theuse in this Agreement of pronouns of the masculine, feminine, or neuter gendershall be deemed to include the other genders, as the context may require.  Any reference in this Agreement to anArticle, Section, or Appendix shall be considered a reference to that Articleor Section of, or that Appendix to, this Agreement, unless the contextindicates otherwise.  As used in thisAgreement, the word “including” and its derivatives (such as “include” and “includes”)shall be interpreted as if it were followed by the phrase “without limitation”unless the context indicates otherwise.

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7.12         Entire Agreement.  This Agreement, including the Appendicesattached hereto, constitutes the entire agreement and understanding of theParties with respect to the subject matter hereof and supersedes all prioragreements and understandings with respect to such subject matter, includingthe Prior Content Agreement, which shall be terminated effective as of theEffective Date.  Notwithstanding theforegoing, the PCA will continue to be in full force and effect as provided in Section 7.1.

7.13         Termination of AWA PCA.  The Parties agree that the AWA PCA will beconsidered terminated when the HP air carrier designator code is no longer inuse and such flights begin distribution under the US two letter air carrierdesignator code and the PCA.

7.14         [**]

IN WITNESS WHEREOF, eachof the Parties has caused this Agreement to be executed by its duly authorizedrepresentative as of the Agreement Date.
| **US Airways, Inc.**             | ** **                | **Worldspan, L.P.** |
|----------------------------------|---------------------------|---------------------|
| ** **                       | ** **                | ** **          | ** ** | ** ** |
| By:                              | /s/ Scott Kirby           |                | By: | /s/ Ninan Chacko |
|                             |                      |                |   |   |
| Title:                           | Executive Vice  President |                | Title: | Chief Commercial Officer |
|                             | Sales and  Marketing      |                |   |   |
|                             |                      |                |   |   |
| **America  West Airlines, Inc.** | ** **                | ** **          | ** ** |
| ** **                       | ** **                | ** **          | ** ** | ** ** |
| By:                              | /s/ Scott Kirby           |                |   |   |
|                             |                      |                |   |   |
| Title:                           | Executive Vice  President |                |   |   |
|                             | Sales and  Marketing      |                |   |   |

 

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**APPENDIX A**

**Definitions**

“Affiliate”means, with respect to an entity, any other entity that owns or controls thatentity, is owned or controlled by that entity, or is under common ownership orcontrol with that entity, where “ownership” means owning fifty percent or moreof the controlling interest in an entity, and “control” means the ability todirect the management or affairs of an entity.

“AgreementDate” has the meaning specified in the first paragraph of this Agreement.

“Booking” means an airline passenger segment createdby (or secured to) a Worldspan Agency in the itinerary portion of a passengername record (PNR) for transportation on a US Airways Flight, including thosetypes of segments, [**] treated as Bookings as of the Agreement Date.  For example, one passenger on a direct flightwill constitute one Booking, one passenger on a two-segment trip withconnecting flights will constitute two Bookings, and multiple passengers withinthe same PNR segment will constitute multiple Bookings.

“BookingFee” means, with respect to a Booking, the fee that Worldspan charges USAirways on a per-segment basis for that Booking.

“Cancellation” means a Booking generated in theTerritory that is canceled by the applicable Worldspan Agency through theWorldspan GDS prior to the date of departure for that Booking.

“Content Access Fee”means a fee that US Airways charges a Travel Agency for accessing and/orgenerating bookings from US Airways Content.

“Contract Year” means a twelve-month period commencingon the Effective Date or any anniversary thereof during the Term.

“DesignatedCodeshare” means, for any given air carrier and except as the Parties mayotherwise agree, another air carrier that (i) operates flights that aremarketed using the air carrier designator code of the given air carrier or anyof its Affiliates, and (ii) has an arrangement with the given air carrierpursuant to which the booking fees associated with bookings on those flightsthat are incurred by the given air carrier, as the marketing carrier, may berebilled or passed through to the other air carrier, as the operating carrier.

“DirectConnect” means, with respect to any air carrier, a direct connection to the aircarrier’s internal reservations system or any other means that allows a TravelAgency, corporation, or other organization to reserve, purchase, or tickettravel on the air carrier’s flights without generating a booking through a GDSoperated by Amadeus, Galileo, Sabre, Worldspan, or any successor to any ofthem.

“Dispute” has the meaning specified in Section 6.3.

“Distribution Channel” means any Internal DistributionChannel or External Distribution Channel.

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“Effective Date” has the meaning specified in Section 1.1.

“ExternalDistribution Channel” means any channel for the distribution of US AirwaysContent that is not an Internal Distribution Channel and the operator of anysuch channel, including (i) any GDS in which US Airways is a participant,(ii) any Direct Connect arrangement that US Airways may have,(iii) any Internet Channel, other than an Internal Distribution Channel,through which travel on US Airways Flights can be reserved or sold, and(iv) any travel agency, corporation, government agency, or otherorganization that is permitted to reserve or sell travel on US Airways Flights.

“FullContent” has the meaning specified in Section 2.1(b).

“GDS”means a global distribution system (such as, but not limited to, that operatedby [**] that provides information about the schedules, fares, or availabilityof the products and services of travel suppliers or enables the making ofreservations or the issuance of tickets for such products and services.

“GDSFare” means, with respect to any air carrier, any fare, together withassociated inventory, distributed by or on behalf of that air carrier throughany GDS, but excluding [**].

“General Access Product” has the meaning specifiedin Section 3.1.

“GeneralContent” has the meaning specified in Section 2.1(a).

“Inducement”means an amount paid or credited to a Travel Agency, corporation, or otherorganization by an External Distribution Channel for bookings generated throughthat External Distribution Channel.

“InternalDistribution Channel” means any channel for the distribution of US AirwaysContent that is owned, operated, or controlled by US Airways or any of itsAffiliates, including (i) US Airways’ reservations or sales personnel,(ii) the internal reservations system used by US Airways, and(iii) any publicly accessible Internet web site owned, operated, orcontrolled by US Airways or any of its Affiliates.

“InternetChannel” means any Internet web site that markets or sells the products orservices of travel suppliers to consumers.

“OnlineTravel Agency” or “OTA” means any Travel Agency (or group of Affiliated TravelAgencies who are marketed under the same brand name) whose primary business isoperating one or more publicly accessible Internet Channels.

“OnlineWorldspan Agency” means any Worldspan Agency that is an Online Travel Agency.

“OpaqueFare” means, with respect to any air carrier, a fare, together with associatedinventory, that is offered for sale by or on behalf of that air carrier in sucha way that, until after an irrevocable commitment to purchase the particularair services has been made, there is no

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disclosure of(a) the air carrier identity, and (b) at least one of the following:(i) the exact time of departure, or (ii) the exact time of arrival.

[**]

[**]

[**]

“Party”means each of US Airways and Worldspan.

“PCA”has the meaning specified in the recitals of this Agreement.

“PriorContent Agreement” means the Full Content Agreement, dated June 4, 2004,between Worldspan and US Airways, as the same may be extended and expanded bymutual agreement.

“Private Fare”means, with respect to any air carrier, a fare, together with associatedinventory, specially negotiated between that air carrier and a limited group oftravelers (or an organization or travel agency acting on behalf of such limitedgroup), where (a) the air carrier limits sales of the fare to the limitedgroup, and (b) there is a good faith effort to restrict access to the fareto the limited group.  For the avoidanceof doubt, Private Fares include but are not limited to [**].

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“PromotionalFare” means, with respect to any air carrier, an unpublished fare, together withassociated inventory, that is limited to a promotional event, period, orgeography and that the air carrier (or an entity acting on its behalf)communicates as being so limited.

“PubliclyAvailable Fare” means, with respect to any air carrier, a fare, together withassociated inventory, offered for sale by or on behalf of that air carrier tothe general public in any country or travel market, including [**]

“Subscription Access Product” has the meaningspecified in Section 3.3.

“SuperAccess Product” has the meaning specified in Section 3.4.

“Super Content” has the meaning specified in Section 2.1(c).

[**]

“Super Content Booking” means a Booking generated inthe Territory by a Worldspan Agency that is then a participant in the SuperAccess Product, [**].

“Term”has the meaning specified in Section 1.1.

“Territory”means the 50 United States and the District of Columbia.

“TraditionalTravel Agency” means any Travel Agency other than an Online Travel Agency.

“TraditionalWorldspan Agency” means any Worldspan Agency that is a Traditional TravelAgency.  For the avoidance of doubt,Traditional Worldspan Agencies include corporations and other organizationsusing Trip Manager or any successor or comparable product offered by Worldspan.

“TravelAgency” means an individual or entity that books, sells, or fulfills theproducts or services of travel suppliers through the use of a GDS.

[**]

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[**].

[**]

“USAirways” has the meaning specified in the first paragraph of this Agreement.

“USAirways Content” means any information, including information concerningschedules, fares, rules, and availability, that is used or useful in connectionwith making reservations for, or purchasing, any products or services providedby the US Airways Group, including US Airways Flights, cars, hotels, cruises,and tour products.

“USAirways Flight” means any flight that is marketed or operated by, and using theUS or HP air carrier designator code or any other air carrier designator codeof, US Airways or any of its Affiliates.

“USAirways Group” means US Airways and its Affiliates, including America WestAirlines, Inc.

“WebFare” means, with respect to any air carrier, any type of fare, together withassociated inventory, that is made generally available to the public by thatair carrier through one or more Internet Channels.  However, an air carrier’s Web Fares do notinclude its Private Fares, Promotional Fares, or Opaque Fares.

“Worldspan”has the meaning specified in the first paragraph of this Agreement.

“WorldspanAgency” means, as of any time, a Travel Agency, corporation, government agency,or other organization that at that time has contracted with Worldspan to usethe Worldspan GDS to shop for, price, book, sell, or fulfill the products orservices of travel suppliers or to enable end users to shop for, reserve, book,and pay for the products and services of travel suppliers.  For the avoidance of doubt, “Worldspan Agency”includes both Traditional Worldspan Agencies and Online Worldspan Agencies.

“WorldspanAgency Base” has the meaning specified in the recitals of this Agreement.

“Worldspan Distribution Product” means each of theGeneral Access Product, the Subscription Access Product, and the Super AccessProduct.

“Worldspan GDS” means theGDS operated by Worldspan, including Trip Manager.

 

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**APPENDIX B**

**FinancialProvisions**

1.             [**] Worldspan Agencies.  The Booking Fee payable to Worldspan by USAirways for each [**] Worldspan Agencies during the Term will be [**].

2.             [**] WorldspanAgencies.  The Booking Fee payable toWorldspan by US Airways for each [**], as set forth in the following table:

[**]

[**]

3.             [**].  [**]

** **

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[**]

4.             [**].  [**]

 

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5.             [**].        [**]

6.             Invoice Reconciliation.  If, despite Worldspan’s good faith efforts toaccurately prepare each monthly invoice, it is subsequently determined that theactual amount payable by US Airways for any month differs from the amountpreviously invoiced by Worldspan for that month, then the applicable Party willpromptly make any additional payments, or issue any refunds or credits, thatmay be necessary to reconcile the amount previously invoiced for that monthwith the actual amount payable for that month.

7.             Time of Payment. Any amounts to which either Party is entitled pursuant to thisAppendix B will be payable in accordance with the payment procedures thatthe Parties use for amounts payable under the PCA.

8.             Cancellation Fee. [**].

 

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