**Exhibit 10.87**

 

**CONTENTAGREEMENT**

 

This Content Agreement, dated as of March 28th,2006 (the “Agreement Date”), is by and between Worldspan, L.P., a limitedpartnership organized and existing under the laws of Delaware, USA (“Worldspan”),and American Airlines, Inc., a corporation organized and existing underthe laws of Delaware, USA (“American”).

 

**RECITALS**

 

WHEREAS, Worldspan and American are partiesto a Participating Carrier Agreement dated February 1, 1991, (as otherwiseamended, supplemented, or replaced from time to time, the “PCA”) pursuant towhich Worldspan distributes American’s products and services to travel agenciesand other organizations that subscribe with Worldspan for that service; and

 

WHEREAS, American and Worldspan desire tocreate a revised distribution relationship with new optional content productsand a foundation of aligned incentives;

 

NOW, THEREFORE, in consideration of theirrespective undertakings hereunder and other good and valuable consideration,and intending to be legally bound, Worldspan and American (each, a “Party”)hereby agree as follows:

 

**ARTICLE 1**

**TERMAND DEFINITIONS**

 

1.1                                 Term. The termof this Agreement (the “Term”) will commence on August 1, 2006 (the “CommencementDate”) and will continue until (i) the fifth anniversary of theCommencement Date, or (ii) any earlier date upon which this Agreement may beterminated in accordance with the provisions hereof or upon termination of theentire PCA. Notwithstanding the foregoing, (x) the provisions of this Section 1.1and Articles 5 and 7 will be effective and binding legal obligations of theParties effective as of the Agreement Date, and (y) effective as of theCommencement Date, the remaining provisions of this Agreement will becomeeffective and the Prior Content Agreement will terminate by mutual agreement ofthe Parties. In the event of a termination of the entire PCA, then thisAgreement shall also automatically terminate effective as of the same date. Exceptas expressly provided herein, the PCA remains in full force and effect. Commencingas of the Agreement Date, neither Party will have the right to terminate thePCA in accordance with Section 8.1 of the PCA. However, American will havethe right, in its sole discretion and with at least 30 days advance writtennotice to Worldspan, [**].

 

1.2                                 Definitions. Eachof the terms listed in Appendix A will have the meaning set forth thereinand supersede any equivalent definition in the PCA for purposes of thisAgreement. Other terms used in this Agreement are defined in the context inwhich they are used and will have the respective meanings specified there.

 

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**ARTICLE 2**

**AMERICANCONTENT**

 

2.1                                 American ContentAvailability in the Territory. After the Commencement Date, and subject tothe provisions of this Agreement, American will provide to Worldspan fordistribution by Worldspan via its GDS to applicable Worldspan Agencies in theTerritory, [**] or, except as specified in this Agreement, [**], timely andcomplete access to, and the ability to generate Bookings from, [**].

 

2.2                                 Content Parity.

 

(a)                                  Exceptas otherwise specified in this Agreement (including subsections (b), (c) and(d) below), American will deliver the American Content to Worldspan in amanner that does not intentionally discriminate against or disfavor Worldspanwhen compared to the manner of delivery of the same or substantially the same typesof American Content provided to any other GDS in the Territory. American willmake American Content available to Worldspan, so that Worldspan can make theAmerican Content available to Worldspan Agencies via the Worldspan GDS, [**]. Forpurposes of interpreting this provision, the Parties agree that determining thelevels and amounts of American Content and assessing the relative delivery ofAmerican Content includes consideration of the following factors: (i) accessto the American Content, including access to availability data, and polling ofavailability data, Fares, and Fare rules; (ii) numbers of Fares and Fareinventory classes; (iii) speed, care, and priority given to handling ofmessage activity and timeliness of provision of availability relatedinformation; and (iv) timeliness of corrections and updates to anyinaccurate or incomplete American Content.

 

(b)                                 Theobligations of American in Section 2.2(a) above shall be suspended ifWorldspan is not complying with its material obligations under this Agreement, [**].In addition, the obligations of American in Section 2.2(a) above arefurther subject to any agreement that may exist between American and aWorldspan Agency, pursuant to which American may be entitled to takeactions which would otherwise represent a breach of the obligations in Section 2.2(a).

 

(c)                                  Nothingin this Agreement prohibits American from offering discounts or benefits to aselect group of travelers in the event of customer service failures oroperational issues, and in no case will American be required to make the sameoffering to Worldspan or Worldspan Agencies, so long as American in making suchoffers or benefits available does not discriminate solely on the basis of theGDS used.

 

(d)                                 TheParties recognize that American may continue its existing practice ofoffering special access to inventory through American’s web sites or itsinternal reservations personnel to select individuals based on that individual’svalue to American,

 

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without American being obligated to provide such access generally toWorldspan Agencies, so long as American does not provide such access generallyto subscribers of another GDS in the Territory.

 

2.3                                 No OtherRestrictions. Other than Section 2.2, there are no other restrictionsor commitments as to parity imposed on American during the Term by thisAgreement. In addition, [**].

 

**ARTICLE 3**

**WORLDSPANDISTRIBUTION PRODUCTS**

 

3.1                                 [**] Product. Worldspan will [**] offerto the Worldspan Agencies in the Territory a [**] product pursuant to which [**] receives [**] (the “[**] Product”). Worldspan acknowledges thatAmerican may, at its option, elect to [**] Product [**]. Americanwill be responsible for [**].

 

3.2                                 Optional New Distribution Products. In addition to the [**] Product, Worldspan will offer to theWorldspan Agencies in the Territory two new optional Worldspan Distribution Products[**]: the [**] Product and the [**] Product. Worldspan will make the two newoptional Worldspan Distribution Products available to the Worldspan Agency Baseas soon as practical after the Commencement Date, but no later than [**]. Any failure by Worldspan to comply withthis Section 3.2 shall be a material breach of this Agreement.

 

3.3                                 [**] Product. Worldspan will make available to Worldspan Agencies in the Territory anew optional distribution product pursuant to which [**] receives [**] (the “[**] Product”). Worldspanacknowledges that American may, at its option, elect to [**]. American will be responsible for [**]. Worldspan will facilitate [**]. Worldspan agrees that it [**].

 

3.4                                 [**] Product. Worldspan will make available to Worldspan Agencies in the Territory anew optional distribution product pursuant to which [**] receives [**], subject to [**] (the “[**]

 

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Product”). [**], American agrees that it [**] with respect to the [**].

 

3.5                                 Booking Fees. The Parties agree that the Booking Fees forBookings generated in the Territory by Worldspan Agencies during the Term willbe as follows:

 

(a)                                  The Booking Fees for such Bookings generatedby a Worldspan Agency while participating in the [**] Product will be as provided in Section 1of Appendix B.

 

(b)                                 The Booking Fees for such Bookings generatedby a Worldspan Agency while participating in the [**] Product will be as provided in Section 2of Appendix B.

 

(c)                                  The Booking Fees for such Bookings generatedby a Worldspan Agency while participating in the [**] Product will be as provided in [**].

 

3.6                                 [**]. Subject to the terms and conditions of thisAgreement, American agrees to [**] set forth in Section 3 of Appendix B, subject to the following,which shall be applied [**]:

 

(a)                                  If, for [**].

 

(b)                                 If, for [**].

 

(c)                                  If, for [**].

 

3.7                                 [**]. During the Term, [**]

 

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[**].

 

3.8                                 Reporting. With respect to each Worldspan Agency, Worldspan will provide toAmerican notification of which Worldspan Distribution Product the WorldspanAgency is using and mutually agreed reports regarding the Bookings made by thatWorldspan Agency through the Worldspan GDS.

 

3.9                                 Audit. No more than one time per calendar quarter, (i) American may, atits discretion and expense, engage an independent third-party auditor to verifyWorldspan’s reporting of Bookings, including which Worldspan DistributionProduct was used for the Booking and whether or not the [**], and (ii) Worldspan may, at itsdiscretion and expense, engage an independent third-party auditor to verifyAmerican’s compliance with the provisions of Article 2. In each case, theParty being audited agrees to make relevant information available to theauditor during normal business hours and upon reasonable prior written notice,and subject to reasonable confidentiality restrictions imposed upon theauditor, provided such audit does not unreasonably interfere with the conductof that Party’s business. In the event the auditor reasonably concludes thatthe audited Party has failed to comply with its applicable duties set forth inthis Agreement, that Party will within ten (10) days either accept orreject the auditor’s conclusion. Furthermore, if such conclusion is (i) acceptedby the audited Party or (ii) rejected by the audited Party but validatedpursuant to the dispute resolution process set forth in Section 6.2, then theaudited Party shall be required to reimburse the cost of the audit to the otherParty and (x) if the audited Party is Worldspan, immediately reimburseAmerican if American has overpaid Booking fees or incorrectly paid any amountpursuant to the [**] in Section 3.6,or (y) if the audited Party is American, immediately provide Worldspanwith the inventory levels and availability that comply with this Agreement.

 

3.10                           [**]. American agrees that [**], in the event that [**], then [**]. In the event that [**].

 

**ARTICLE 4**

**GENERALPROVISIONS**

 

4.1                                 [**]. In order to maximize American’sopportunities for reducing its distribution costs under this Agreement, theParties will use commercially reasonable efforts to [**] that may, among other things, identifyTravel

 

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Agencies, corporations, and otherorganizations that [**]. TheParties will [**]. In addition,within ninety days after the Agreement Date, [**].

 

4.2                                 [**]. Withinninety days after the Agreement Date and on a quarterly basis thereafter duringthe Term, appropriate representatives of the Parties will meet to identify [**]opportunities relating to [**] Product for the purpose of creating more revenueopportunities for American, Worldspan, or the Worldspan Agency Base.

 

4.3                                 Improper Use ofAmerican Content. In the event that either Party becomes aware that aWorldspan Agency is improperly using, or failing to use, the American Contentprovided by Worldspan, then that Party shall promptly bring such fact to theattention of the other Party, and the Parties will reasonably cooperate witheach other with respect to any efforts taken with respect to such WorldspanAgency in connection with its improper use of, or failure to use, such AmericanContent.

 

4.4                                 [**]. Notwithstandinganything in the Agreement to the contrary, the Parties acknowledge and agreethat (i) the provisions of this Agreement will not be applicable withrespect to [**], and (ii) the [**] will be determined in accordance withthe provisions of the PCA, rather than this Agreement.

 

**ARTICLE 5**[**]

 

5.1                                 [**]. Asbetween American and Worldspan, all [**]. American acknowledges that [**]. TheParties agree that statements in this Agreement as to [**]. Except as expresslyset forth in Article 7, [**]. Without limiting the generality of theforegoing, the Parties specifically confirm that [**]

 

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[**]. However, the Parties confirm and agree that these arrangementsrepresent clarifications and confirmations of the substance of all currentagreements, arrangements and practices with respect to [**].

 

5.2                                 Correction ofErrors. Worldspan shall promptly correct at Worldspan’s sole expense allerrors, corruption or inaccuracies in [**] loaded by or stored by Worldspan orWorldspan Contractors in the Worldspan GDS, or errors, corruption andinaccuracies in the search and display functionality of the Worldspan GDS thatrelate to [**], to the extent any such errors, corruptions or inaccuracies arecaused by Worldspan or Worldspan Contractors. For the avoidance of doubt, it isnot an error, corruption, or inaccuracy in the search and display functionalityof the Worldspan GDS if such functionality is operating correctly, as designedby Worldspan, for all participating carriers. If an itinerary is Booked orticketed by Worldspan in error (e.g., issued at the incorrect price, or withincorrect taxes, or with incorrect Fare surcharges) or if Fare inventories, orFare rules, Fare construction principles, or system data or logic affectingpricing have been maintained or applied incorrectly due to an error byWorldspan, then Worldspan shall correct the errors [**]. Within sixty days ofthe Agreement Date, appropriate representatives of the Parties will meet toagree upon mutually acceptable and documented procedures, practices, andtimeframes with respect to such pricing errors.

 

5.3                                 Data Security-Worldspan.Worldspan shall comply with all Data Protection Laws, as applicable to theprocessing of [**] under this Agreement. Worldspan shall establish, implementand maintain, and shall ensure Worldspan Contractors implement and maintain,technical and organizational safeguards against the disclosure, access,destruction, loss, damage or alteration of [**] in the possession of Worldspan(the “Data Safeguards”) [**]. Worldspanshall also give reasonable consideration to American’s recommendations for DataSafeguards. Worldspan shall ensure that it is protecting such [**] fromunauthorized access, destruction, use, modification, or disclosure. Worldspanshall immediately notify American if there are any breaches of the requirementsof this provision, including any licensing or unauthorized use of [**]. Worldspanshall

 

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also provide all reasonably requested assistance in investigating suchbreaches and taking remedial steps to prevent further breaches. Withoutlimiting or affecting American’s rights under this Agreement, in the eventWorldspan discovers or is notified of a breach or potential breach of the DataSafeguards or any Data Protection Laws, or any other unauthorized disclosure oruse of [**], then Worldspan shall immediately (i) notify American of suchbreach or potential breach and (ii) if the applicable [**] was in the possessionof Worldspan or a Worldspan Contractor at the time of such breach or potentialbreach, Worldspan shall promptly (1) investigate and remediate the effectsof the breach or potential breach and (2) provide American with assurancesreasonably satisfactory to American that such breach or potential breach willnot recur. [**].

 

5.4                                 DataSecurity-American. To the extent that Worldspan can demonstrate to American’sreasonable satisfaction that Worldspan is under obligations under statute orregulation to impose security obligations similar to those in Section 5.3on American with respect to data that Worldspan provides to American under thePCA or this Agreement, then American agrees to work in good faith withWorldspan to amend this Agreement to incorporate such security obligations tothe extent required by the statute or regulation.

 

**ARTICLE 6**

**TERMINATIONAND DISPUTES**

 

6.1                                 Termination forCause. If either Party defaults in the performance of any of its materialobligations (or repeatedly defaults in the performance of any of its otherobligations) under this Agreement and, after receipt of a written noticespecifying the default in reasonable detail, does not substantially cure thedefault within fifteen days (or within thirty days, if the default cannot reasonablybe cured within a 15-day period and the defaulting Party is diligently pursuinga cure of the default), then the non-defaulting Party may, by giving writtennotice of termination to the defaulting Party, terminate this Agreementeffective as of the termination date specified in the notice of termination.

 

6.2                                 Dispute Resolution.Except for disputes relating to [**] or confidentiality obligations, anydispute, claim or controversy arising out of or relating in any way to thisAgreement, or the relationship or rights and obligations of the Partiesresulting from this Agreement, including any dispute as to the existence,validity, construction, interpretation, negotiation, performance,non-performance, breach, termination, or enforceability of this Agreement, (a “Dispute”)will be resolved in accordance with the following procedures:

 

(a)                                  If the Parties havenot been able to resolve the Dispute at the operational level, then, upon thewritten request of either Party, which request must identify the Dispute inreasonable detail, each Party will designate a senior executive who willnegotiate in good faith with the senior executive designated by the other Partyin an effort to resolve the Dispute.

 

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(b)                                 Ifthe senior executives do not resolve the Dispute within fifteen calendar daysafter the request described in subsection (a), then, upon the writtenrequest of either Party, the Dispute will be settled through final, binding,and confidential arbitration in accordance with the then-current CommercialArbitration Rules of the American Arbitration Association, including theExpedited Procedures associated with such Rules. Either Party may applyfor emergency interim relief, with any such application being governed by theAmerican Arbitration Association’s Optional Rules for Emergency Measuresof Protection. The arbitration tribunal will consist of a single arbitratoragreed upon by the Parties or, in the absence of agreement, appointed inaccordance with such Rules. The venue for the arbitration will be New York, NewYork, and the award of the arbitrator will be final and binding. Each Partywaives any right to appeal the arbitration award, to the extent a right toappeal may be lawfully waived. Each Party retains the right to seekjudicial assistance (i) to compel arbitration, (ii) to obtain interimmeasures to preserve the status quo or prevent irreparable injury pendingarbitration, and (iii) to enforce any decision of the arbitrator,including the final award.

 

(c)                                  Notwithstandingthe existence of any Dispute or the fact that the dispute resolution proceduresset forth in this Section 6.2 have been or may be invoked, each Partywill continue to perform its obligations under this Agreement, unless anduntil this Agreement is terminated in accordance with the provisions of thisAgreement.

 

For disputes relating to [**], American can seek remedies at law or inequity in any jurisdiction or court of competent authority, including seekinginjunctions, and shall not be required to go through the above disputeresolution procedures. For disputes relating to breaches of obligationsrelating to confidential information, then either Party can seek remedies atlaw or in equity in any jurisdiction or court of competent authority, includingseeking injunctions, and shall not be required to go through the above disputeresolution procedures.

 

**ARTICLE 7**

**MISCELLANEOUSPROVISIONS**

 

7.1                                 Prior Agreement.To the extent that there is any inconsistency between the terms and conditionsof this Agreement and the terms and conditions of the PCA, the terms andconditions of this Agreement will prevail. During the Term, American willremain at the current highest level of participation in the Worldspan GDS.

 

7.2                                 Successors andAssigns. This Agreement will survive any change of control of either Partyand will be binding upon, inure to the benefit of, and be enforceable by andagainst each Party and any successor thereto. However, neither Party may,without the prior written consent of the other, assign this Agreement or anyrights or obligations hereunder to any other entity unless that other entity (i) acquiresall or substantially all of the assets of the assigning Party, and (ii) eitheragrees, or by operation of law is required, to comply with and be bound by theprovisions of this Agreement to the same extent as the assigning Party.

 

7.3                                 Confidentiality.

 

(a)                                  General.Each Party agrees that all proprietary and confidential information of theother, including information relating to the negotiation and the terms andconditions of this Agreement, will be held in strict confidence and protectedby the

 

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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 itsobligations under this Agreement or required by legal, accounting, orregulatory requirements. If a Party is required to disclose the other Party’sconfidential information by legal, accounting or regulatory requirements, thenthe receiving Party must (a) notify the disclosing Party of any actual orthreatened disclosure of which it has knowledge, of any legal compulsion ofdisclosure, and of any actual legal obligation of disclosure immediately uponbecoming so obligated, unless the foregoing notices are expressly prohibited byapplicable law, and (b) cooperate with the disclosing Party’s reasonable,lawful efforts to resist, limit or delay disclosure at the disclosing Party’sexpense.

 

(b)                                 [**].[**]. As of the date of this Agreement, the following are [**] for the Term ofthis Agreement:

 

(1)                                  [**] Worldspan’sMarketing Information Data Tapes (MIDT). Worldspan’s MIDT product providesaggregate data on flight segments booked or cancelled within the Worldspan GDSon airlines that participate in the Worldspan GDS. MIDT includes flight number,flight date, IATA number, class of service, and board/off points, amongother data fields. [**].

 

(2)                                  [**] Worldspan’sBilling Information Data Tapes (BIDT). Worldspan’s BIDT product consists ofdetailed billing information for each booking of a participating carrier, atthe transaction level for each individual agency, that assists suchparticipating carrier in its monthly reconciliation process. BIDT is also usedby a participating carrier for monitoring transaction activity and maintainingaccurate billing records, [**].

 

(3)                                  [**] Worldspan’sTransmission Control Number (TCN). Worldspan’s TCN product contains theautomated ticketing transactions that name American as the “ticketing carrier”and transactions that name American in the routing, regardless of ticketingcarrier, including Fare and taxamounts, flight number, flight date, class of service, and board/offpoints and fare calculation, among other data fields. TCN data facilitatesproration of the Fare in advance of the actual flight date and other revenueaccounting functions for the relevant participating carriers.

 

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(4)                                  [**].

 

(5)                                  [**].

 

[**].

 

7.4                                 PublicCommunications. Worldspan may prepare and issue one or more pressreleases regarding the provision of American Content for Worldspan Agencies,provided that all such press releases have been approved in advance by American.Notwithstanding the provisions of Section 7.3, each Party may makeannouncements of this transaction intended for internal distribution withinthat Party’s organization and may publicly disclose the existence andgeneral provisions, including the Term, of this Agreement, including the factthat Worldspan Agencies may obtain access to the American Contentdescribed in this Agreement through the Worldspan GDS.

 

7.5                                 Severability. Ifany legal authority determines that any provision of this Agreement is invalidor unenforceable for any reason, the Parties intend that such legal authorityshall revise such provision to the extent necessary to render the provisionenforceable while still giving effect to the original intent of the Parties tothe extent possible. Any such findings of invalidity or unenforceability of anyprovision of this Agreement will not affect the validity or enforceability ofthe other provisions of this Agreement, which will remain in full force andeffect.

 

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7.6                                 Waiver. Nowaiver of any breach of this Agreement by either Party shall constitute awaiver of any subsequent breach of the same or any other provisions hereof, andno waiver shall be effective unless made in writing.

 

7.7                                 Force Majeure. NeitherParty will be deemed in default of this Agreement as a result of any failure toperform its obligations that is caused by an act of God or governmentalauthority, a strike or labor dispute, fire, war, terrorist attack, failure ofthe other Party or third party suppliers, or for any other cause beyond thereasonable control of that Party.

 

7.8.                              No Agency. Nothingin this Agreement is intended to or will be construed to create or establish anagency, partnership, or joint venture relationship between the Parties.

 

7.9                                 Counterparts. ThisAgreement may be executed in two or more counterparts, each of which willbe deemed to be an original copy of this Agreement and all of which, when takentogether, shall be deemed to constitute one and the same agreement.

 

7.10                           Governing Law. ThisAgreement shall be governed by, construed and enforced according to the laws ofthe State of Georgia, without regard to its principles of conflicts of laws.

 

7.11                           Construction. Thecaptions used in this Agreement are for reference purposes only and are to begiven no effect in the construction or interpretation 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. The use in this Agreement of pronouns ofthe masculine, feminine, or neuter gender shall be deemed to include the othergenders, as the context may require. Any reference in this Agreement to anArticle, Section, or Appendix shall be considered a reference to that Article orSection of, or that Appendix to, this Agreement, unless the contextindicates otherwise. As used in this Agreement, the word “including” and itsderivatives (such as “include” and “includes”) shall be interpreted as if itwere followed by the phrase “without limitation” unless the context indicatesotherwise.

 

7.12                           Entire Agreement. ThisAgreement, including the Appendices attached hereto, and the PCA constitutesthe entire agreement and understanding of the Parties with respect to thesubject matter hereof and supersedes all prior agreements and understandingswith respect to such subject matter, including the Prior Content Agreement.

 

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to beexecuted by its duly authorized representative as of the Agreement Date.

 
| **American Airlines, Inc.** | **Worldspan, L.P.** |
|----------------------------------|---------------------|
| ** **                       | ** **          |
| ** **                       | ** **          |
| By:                              | /s/ David Cush      |   | By: | /s/ Ninan Chacko |   |
|                             |                |
| Title:                           | Vice President      |   | Title: | Chief Commercial Officer |   |

 

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**APPENDIXA**

 

**Definitions**

 

“Affiliate” means, with respect to an entity,any other entity that, either directly or indirectly, 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, either directly or indirectly, the management or affairs of an entity.

 

“Agreement Date” has the meaning specified inthe first paragraph of this Agreement.

 

“American” has the meaning specified in thefirst paragraph of this Agreement.

 

[**]

 

“American Content” means information that isincluded in, or is substantially the same as information included in, the [**].

 

[**]

 

[**]

 

“American Flight” means any flight that ismarketed or operated by American or any of its Affiliates, using the air carrierdesignator code of American or any of its Affiliates.

 

“American Group” means American and itsAffiliates.

 

[**]

 

[**]

 

[**]

 

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[**]

 

[**]

 

“Booking”means an airline passenger segment created by (or secured to) a WorldspanAgency in the itinerary portion of a PNR for transportation on an AmericanFlight, including those types of segments treated as Bookings as of the AgreementDate. For example, one passenger on a direct flight will constitute oneBooking, one passenger on a two-segment trip with connecting flights willconstitute two Bookings, and multiple passengers within the same PNR segmentwill constitute multiple Bookings. [**].

 

“Booking Fee” means, with respect to aBooking, the fee that Worldspan charges American on a per-segment basis forthat Booking.

 

“Cancellation”means a Booking generated in the Territory that is canceled by the applicableWorldspan Agency through the Worldspan GDS prior to the date of departure forthat Booking.

 

“CommencementDate” has the meaning specified in Section 1.1.

 

“Contract Year” means a twelve-month periodcommencing on the Commencement Date or any anniversary thereof during the Term.

 

“CurrentWorldspan Market Share” means, for any Contract Year, the percentage obtainedby dividing (i) the number of bookings generated in the Territory throughthe Worldspan GDS during that Contract Year (excluding bookings for AmericanFlights [**]), by (ii) thenumber of bookings generated in the Territory through the GDSs operated byAmadeus, Galileo, Sabre and Worldspan during that Contract Year (excludingbookings for American Flights [**]).

 

[**]

 

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“Direct Connect” means, with respect to anyair carrier, a direct connection to the air carrier’s internal reservationssystem or any other means that allows a Travel Agency, corporation, or otherorganization to reserve, purchase, or ticket travel on the air carrier’sflights without generating a booking through a GDS.

 

“Dispute” has the meaning specified in Section 6.2.

 

“[**] Promotional Fares” means (i) short-termpromotional discounts or incentives offered by American to the general publicsuch as buy-one-get-one free/buy-one-get-a discount fare offers; provided,however such discounts shall not be a pure dollar amount or percentagereduction of the initial fare purchase unless the discount is the result of ajoint promotion funded by an entity other than American; and (ii) short-termdiscounted Fares for routes originating outside of the Territory and targetedfor direct purchase by American in those geographic markets where the routesoriginate, as long as such direct sale Fares in foreign markets are not offeredthrough any GDS or third-party distribution channel.

 

“Fares” means prices charged by American forair travel where a person’s purchase of such air travel may be fulfilledthrough any reservation outlet. For the avoidance of doubt, Fares includes allnecessary Fare rules and tariffs applicable to the relevant Fares.

 

“Full Content” means Publicly Available Fares and the schedules,associated rules and seat availability for Publicly Available Fares thatAmerican makes available to the general public to make reservations or purchaseair travel on American Flights, but is not required to include any such informationpertaining to any Opaque Fares, Non-Public Fares or [**] Promotional Fares. Forthe avoidance of doubt, Full Content includes the schedules and associated rules forPublicly Available Fares (other than the schedules and associated rules pertainingto any Opaque Fares, Non-Public Fares or [**] Promotional Fares that are notincluded in Full Content) that American makes available to (a) its ownreservations or sales personnel, or (b) users of any GDS or web site(s),including aa.com.

 

“GDS” means a global distribution system(such as that operated under the Worldspan, Galileo, Sabre, Amadeus, and G2Switchworks brands) offered to subscribing travel agents that containsinformation about schedules, fares, rules or availability of multiple aircarriers, provides subscribing travel agents with the ability to makereservations and to issue tickets, and based on which services participatingcarriers in the system are charged a fee by the system owner for bookings made,but only to the extent the system is being used as described, and not to theextent the system is engaged in other activities or businesses such as merelyproviding data and/or functionality for consumer direct services. DirectConnect programs are not within the definition of GDS.

 

“[**] Product” has the meaning specified in Section 3.1.

 

[**]

 

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[**]

 

[**]

 

“Internet Channel” means any Internet website that markets or sells the products or services of travel suppliers toconsumers.

 

[**]

 

[**]

 

“Non-Public Fares” means, with respect to anyair carrier, fares, rules and inventory not made generally available tothe general public. Current examples of Non-Public Fares are: negotiatedcorporate fares, other corporate discount fares, tour operator fares,consolidator fares, wholesaler fares, net fares, off-tariff fares, group fares,meeting and incentive fares, Targeted Group fares, or fares that require thepurchase of another product or service that has a material value to thepurchaser.

 

[**]

 

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“Opaque Fare” means, with respect to any aircarrier, a Fare, together with associated inventory, that is offered for saleby or on behalf of that air carrier in such a way that, until after an irrevocablecommitment to purchase the particular air services has been made, there is nodisclosure of the air carrier identity.

 

[**]

 

“Party” means each of American and Worldspan.

 

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

 

“Personal Data” means any information bywhich a natural person may be identified, and any information relating tosuch identified or identifiable natural person.

 

“Prior Content Agreement” means the FullContent Agreement, dated as of August 9, 2004, between Worldspan andAmerican.

 

“Publicly Available Fare” means a Fare,together with associated inventory, offered for sale by American to the generalpublic in the Territory, but excluding Non-Public Fares, Opaque Fares and [**]Promotional Fares.

 

“Relevant PNR/VCR” means any PNR or VCR (a) createdby American or any of its Affiliates, (b) modified by American or any ofthis Affiliates, (c) relating to an American Flight segment, includingoperating and marketing segments, or (d) created by, modified by, orrelating to segments of AmericanConnection or segments of any othertravel-related entity or customer of American or its Affiliates with whichAmerican or one of its Affiliates has an agreement for the exchange of suchdata. [**].

 

“Services” or “Worldspan Services” means theservices that American has authorized Worldspan to provide to American underthe PCA and this Agreement, with the core of such Services being thedistribution and display of American travel services content via the WorldspanGDS to Worldspan Agencies for the purpose of making travel services inquiriesand Bookings (including processing of payment and issuance of electronic orpaper tickets in connection therewith), and the servicing of such Bookings by (i) American,(ii) the booking Worldspan Agency or (iii) other providers whosetravel or travel-related services are purchased within such Booking.

 

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“[**] Product” has the meaning specified in Section 3.3.

 

[**]

 

“[**] Product” has the meaning specified in Section 3.4.

 

[**]

 

[**]

 

“TargetedGroup” means (i) a limited group of travelers (or an organization orTravel Agency acting on behalf of such limited group), where (a) the aircarrier limits sales of such Fares to the limited group, and (b) there isa good faith effort to restrict access to the Fares to the limited group (forexample, through passwords, code words, or separate URLs for booking)[**].

 

“Term” has the meaning specified in Section 1.1.

 

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

 

[**]

 

[**]

 

“Travel Agency” means an individual or entitythat books, sells, or fulfills the products or services of travel suppliersthrough the use of a GDS.

 

“TripManager” means Worldspan’s Internet-based corporate travel booking tool, as it may bemodified by Worldspan from time to time, that allows a company’s authorizedusers to create, modify, and view airline and other travel reservations madethrough the Worldspan GDS.

 

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“TSA Booking” means any booking fortransportation on an American Flight withrespect to which, as of the Agreement Date, American is not required to pay abooking fee to any GDS provider, such as those bookings generated by Hotwirefor Opaque Fares.

 

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

 

“Worldspan Agency” means, as of any time, aTravel Agency, corporation, government agency, or other organization that atthat time has contracted with Worldspan to use the Worldspan GDS to shop for,price, book, sell, or fulfill the products or services of travel suppliers orto enable end users to shop for, reserve, book, and pay for the products andservices of travel suppliers. For the avoidance of doubt, [**].

 

“Worldspan Agency Base” means all theWorldspan Agencies.

 

“Worldspan Contractor” means any agent,contractor or representative of Worldspan.

 

“Worldspan Distribution Product” means eachof the [**] Product, the [**] Product, and the [**] Product.

 

“Worldspan GDS” means the GDS operated byWorldspan, including Trip Manager.

 

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**APPENDIXB**

 

**FinancialTerms**

 

**1.****                                     **[**]**Product Booking Fees**

 

1.1                                 [**] Worldspan Agencies. Except for any [**] for which the Booking Fees are determinedpursuant to the provisions of Section 1.3 of this Appendix B, theBooking Fee payable to Worldspan by American for each [**] Booking generated by a [**] Worldspan Agency during the Term will be $[**].

 

1.2                                 [**] Worldspan Agencies. Except for any [**] for which the Booking Fees are determinedpursuant to the provisions of Section 1.3 of this Appendix B, theBooking Fee payable to Worldspan by American for [**] Bookings generated by any [**] Worldspan Agency will be the applicableBooking Fee rate set forth in the table below, which rate shall be determinedby the [**] of that [**] Worldspan Agency:

 

[**]

 

With respect to any [**], the Parties shall make a good faith determination of [**], andthen the Parties shall mutually agree on any true-up of payments that isrequired with respect to the first 12 months of such Bookings and the on-going BookingFee rate based on the actual [**], once the [**] has completed the first 12months of such Bookings.

 

1.3                                 [**] Bookings. Notwithstanding the provisions of Sections 1.1 and 1.2 of thisAppendix B, for each [**],the Booking Fee payable to Worldspan by American for each [**] Booking shall be [**].

 

**2.****                                     **[**]**Product Booking Fees**

 

The Booking Fee payable to Worldspan byAmerican for each Booking generated by a Worldspan Agency while participatingin the [**] Product willbe $[**] for the Term of thisAgreement.

 

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**3.****                                     **[**]

 

**4.****                                      Timeof Payment.**

 

Any amounts to which either Party is entitledpursuant to this Appendix B will be payable in accordance with the paymentprocedures that the Parties use for amounts payable under the PCA.

 

**5.****                                      CancellationFee.**

 

[**]

 

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**APPENDIXC**

 

[**]

 

[**]:

 

1.                                       The Worldspan Agency will be able to:

 

[**]

 

2                                          To the extent that American has an agreementwith a Worldspan Agency to provide [**] and/or [**] to theWorldspan Agency, the Worldspan Agency may obtain [**] from Worldspan. It is understood and agreedthat these [**].

 

3.                                       [**].

 

American may provide new products and services that are intendedto identify [**] opportunities and may provide the Worldspan Agency Basewith additional [**], in the event that American and Worldspan mutually agreeto provide such products and services as part of [**]. [**].

 

[**]. The Parties will make commercially reasonable efforts toimplement in the Worldspan GDS the additional elements of [**] listed above. [**]

 

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[**].

 

Unless the Parties otherwise agree in writing, [**].

 

The Parties further agree that nothing in this Agreement constrainsAmerican from continuing to develop, implement, operate, market, and promoteimprovements and new functionality for its own distribution channels, includingaa.com.

 

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[**] Confidential treatmentrequested for redacted portion; redacted portion has been filed separately withthe Commission.

 

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