**Exhibit10.89**

**CONTENTAGREEMENT**

ThisContent Agreement (this “Agreement”), dated as of April 12, 2006 (the “AgreementDate”), is by and between Worldspan, L.P., a limited partnership organized andexisting under the laws of Delaware, USA (“Worldspan”), and United Air Lines,Inc., a corporation organized and existing under the laws of Delaware, USA (“United”).

**RECITALS**

WHEREAS,Worldspan and United are parties to a Participating Carrier Agreement datedFebruary 1, 1991, (as otherwise amended, supplemented, or replaced fromtime to time, the “PCA”) pursuant to which Worldspan distributes United’sproducts and services to travel agencies and other organizations that subscribewith Worldspan for that service (the “Worldspan Agency Base”); and

WHEREAS,in order to enable Worldspan to offer optional products providing enhancedcontent and functionality to its subscribers and United to reduce itsdistribution costs, the Parties desire to make available new optionaldistribution products that Worldspan can offer to its subscribers;

NOW,THEREFORE, in consideration of their respective undertakings hereunder andintending to be legally bound, Worldspan and United hereby agree as follows:

**ARTICLE1**

**TERM AND DEFINITIONS**

1.1           Term.  The term of this Agreement (the “Term”) willcommence on the Effective Date and will continue until (i) the fifthanniversary of the Effective Date or such later date to which the Term may beextended by mutual agreement of the Parties, or (ii) any earlier date uponwhich this Agreement may be terminated in accordance with the provisionshereof.

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**

**UNITED CONTENT**

2.1           United Content Availability in theTerritory.  During the Term, andsubject to the provisions of this Agreement, United will provide to Worldspanfor distribution to applicable Worldspan Agencies in the Territory, at noadditional charge to Worldspan or, except as specified in this Agreement, toany Worldspan Agency, timely and complete access to, and the ability togenerate Bookings from, each of the following types of United Content:

(a)           “General Content”, which consists ofsuch information, inventory, and functionality relating to the United Group’sschedules, Publicly Available Fares, fare rules, and availability that is usedto make reservations or purchase air travel on United

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Flights (but which is notrequired to include any of the same pertaining to the United Group’s PrivateFares, Promotional Fares, Opaque Fares, or Targeted Fares) as United designatesfor distribution to the Worldspan Agencies then participating in the GeneralAccess Product or, in the absence of any such designation, Full Content.

(b)           “Full Content”, which consists of allinformation, inventory, and functionality relating to the United Group’sschedules, Publicly Available Fares, fare rules, and availability that is usedto make reservations or purchase air travel on United Flights (but which is notrequired to include any of the same pertaining to the United Group’s [**], Promotional Fares, OpaqueFares, or [**]).  Full Content includes all such information,inventory, and functionality [**].

(c)           “Super Content”, which consists ofFull Content plus the following:

(1)           United Content.  United will provide all additional UnitedContent, including all of the United Group’s Private Fares, Promotional Fares,and Opaque Fares, but excluding Targeted Fares that United also excludes fromthe United Content provided to other External Distribution Channels.  United will provide those fares andassociated inventory, together with any associated distribution restrictions,to Worldspan, and Worldspan will make the fares available only in accordancewith the applicable restrictions as defined by United.  United may extend its low fare guaranteeprogram to any Bookings generated through the Super Access Product.

(2)           [**].  [**].

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

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[**]. For the avoidanceof doubt, the provisions of this subsection 2.1(c)(3) do not apply to(i) benefits paid to employees of United or any company to which Unitedoutsources the operation of all, or a substantial part, of United’s internalsales operations, or (ii) any non-revenue travel certificate or similarbenefit offered by United to ticketed passengers as a result of servicedisruptions or similar operational impediments.

(4)           Functional Parity.  United will, in accordance with and subjectto the provisions of Section 5.2, provide Worldspan and the WorldspanAgency Base [**].  These functions willinclude [**].

The Parties will meet onan ongoing basis to review the composition of Super Content and agree uponenhancements thereto that will make Super Content more attractive to theWorldspan Agency Base.  Super Contentwill be provided to Worldspan only in accordance with the provisions ofSection 3.4.

United will make its fares and all other applicableinformation available to Worldspan through the automated filing services providedby Airline Tariff Publishing Company (ATPCO), Worldspan’s internal Private Fareproduct (which is an Internet-based system used to input Private Fares andassociated rules directly into the Worldspan GDS), or other standard industryprocedures upon which United and Worldspan mutually agree.  For the avoidance of doubt, United’sprovision of United Content to Worldspan includes the [**] (x) [**], or(ii) [**], or (y) [**].

2.2           United Content AvailabilityOutside the Territory.  [**], Unitedwill provide to Worldspan for distribution to applicable Worldspan Agenciesoutside of the Territory, at no additional charge to Worldspan or to anyWorldspan Agency, timely and complete access to, and the ability to generateBookings from, [**].  However, forpurposes of distribution outside of the Territory (i) the United Contentprovided for distribution is not required to include any fares that due toregulatory

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restrictions canbe lawfully sold only though an Internet Channel branded for the sale oftransportation on United Flights or the flights of members of an airlinealliance of which United is a member, and (ii) any fares that due to regulatoryrestrictions can be lawfully sold only through Worldspan Agencies that have therequisite legal authority to offer such fares (e.g., a Air Travel OrganizersLicensing license), will be made available only to Worldspan Agencies that havesuch legal authority.  United will makesuch United Content available to Worldspan and the Worldspan Agencies outsideof the Territory at levels and amounts, and on terms and conditions, that are[**], and will provide distribution parity for such United Content in accordancewith the provisions of Section 2.3.

2.3           Distribution Parity.  In general and except as otherwise specifiedin this Agreement, in connection with the distribution of United Content,United [**],as described in subsections (a), (b), and (c) below.  With respect to each particular type ofUnited Content, the Parties agree as follows:

(a)           Unitedwill make General Content available to Worldspan and the Worldspan Agencies inthe Territory at levels and amounts, and on terms and conditions, that are[**].

(b)           Unitedwill make Full Content available to Worldspan and the Worldspan Agencies in theTerritory at levels and amounts, and on terms and conditions, that are [**].

(c)           Unitedwill make Super Content available to Worldspan and the Worldspan Agencies inthe Territory at levels and amounts, and on terms and conditions, that are[**].

The factors withrespect to which United will provide distribution parity for each type ofUnited Content in accordance with this Section will include [**]

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[**].

2.4           Compliance.  Worldspan may, at its discretion and expense,engage an independent third-party auditor to verify and compare the UnitedContent, including inventory levels and seat availability, available throughother Distribution Channels to that available through the Worldspan GDS toverify United’s compliance with this Article. United agrees to make relevant information available to theauditor.  If the auditor reasonablyconcludes that United has failed to comply with its obligations set forth inthis Article, then United will immediately correct that failure and, inaddition to any other remedies available at law or equity, United will pay toWorldspan the costs of the audit.

**ARTICLE3**

**WORLDSPAN DISTRIBUTION PRODUCTS**

3.1           General Access Product.  Worldspan will continue to offer to theWorldspan Agencies in the Territory a generally available distribution product(the “General Access Product”) that includes the following attributes:

(a)           The Worldspan Agencyreceives General Content.

(b)           [**].

[**].

3.2           Optional New Distribution Products.  In addition to the General Access Product,Worldspan will offer to the Worldspan Agencies in the Territory two newoptional Worldspan Distribution Products, in accordance with and subject to theprovisions of Sections 3.3 and 3.4, respectively.  Worldspan will determine when and if it willoffer these optional Worldspan Distribution Products to Worldspan Agencies andwill provide United with no less than thirty days prior written notice of itsintention to offer the optional Worldspan Distribution Products to WorldspanAgencies.  A Worldspan Agency may participatein only one of the Worldspan Distribution Products at any time and may changefrom one Worldspan Distribution Product to another only as agreed between theWorldspan Agency and Worldspan. Worldspan will provide United with prompt notification of any changefrom one Worldspan Distribution Product to another by any applicable WorldspanAgency.

3.3           Subscription Access Product.  Commencing as soon after the Effective Dateas Worldspan determines it to be feasible[**], Worldspan will make available toWorldspan Agencies in the Territory a new optional distribution product (the “SubscriptionAccess Product”) that includes the following attributes:

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(a)           The Worldspan Agency receives FullContent.

(b)           [**].

Worldspan acknowledges thatUnited may unilaterally adopt a policy that permits Travel Agencies,corporations, and other organizations access to United Content, through theExternal Distribution Channel chosen by the Travel Agency, corporation or otherorganization, that is the same or substantially the same as Full Content, whichpolicy might involve charging a fee to such Travel Agency, corporation or otherorganization for access to such United Content. In such event, United agrees that [**].

Worldspan will cooperatewith and assist United in connection with its activities relating to theSubscription Access Product, including (i) distributing any contentsubscription agreement required by United to Worldspan Agencies designated byUnited, (ii) [**], and (iii) providing United with mutually agreedreports with respect to Worldspan Agencies that participate in the SubscriptionAccess Product.

United will be responsiblefor collecting any associated fees required by it from the Worldspan Agenciesthat participate in the Subscription Access Product.

Worldspan agrees that itwill not add any such fee to the fares displayed by the Worldspan GDS for anyUnited Flight.

3.4           Super Access Product.  Commencing as soon after the Effective Dateas Worldspan determines it to be feasible, [**], Worldspan will make availableto Worldspan Agencies in the Territory [**], a new optional distributionproduct (the “Super Access Product”) that includes the following attributes:

(a)           The Worldspan Agencyreceives Super Content.

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

Worldspan understands that[**].  Notwithstanding the foregoing [**].  United agrees that any Worldspan Agencyparticipating in the Super Access Product will not be charged a fee by Unitedfor access to Super Content.

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3.5           TSA Arrangements.  If any Travel Agency has an agreement withUnited establishing compensation and other terms and conditions associated withany TSA Bookings generated by that Travel Agency, then that Travel Agency willbe eligible to participate in any Worldspan Distribution Product as agreedbetween the Worldspan Agency and Worldspan.

3.6           Implementation Plan.  Within thirty days after the Agreement Date,appropriate representatives of the Parties will begin meeting to establishprocedures for implementing the arrangements contemplated by this Agreement.

**ARTICLE4**

**FEE ARRANGEMENTS**

4.1           Booking Fees in the Territory.  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 Bookingsgenerated by a Worldspan Agency then participating in the Super Access Productwill be as provided in Appendix B.

(b)           The Booking Fees for all otherBookings will be as provided in [**]. However, Worldspan [**].

4.2           Pricing Outside the Territory.  During the Outside the Territory Period,Worldspan will [**] for Bookings generated outside of the Territory. Worldspan shall use commercially reasonable efforts to, withintwenty-four months following the Effective Date, [**].

4.3           [**] Booking Fees.  If a [**] occurs, then United shall promptlygive Worldspan written notice thereof, including a certification as to the[**], and the following shall apply:

(a)           Worldspan may, at its option, bygiving United written notice thereof within thirty days after receiving thenotice of the [**].

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(b)           If such written notice of the [**] isgiven to Worldspan within six months after the Agreement Date and Worldspanelects to [**] payable pursuant to this Agreement, as provided insubsection (a) above, then:

(1)           [**], subject to the provisions ofsubsection (e) below.

(2)           If the [**], in which event theprovisions of subsection (d) below will apply.

(c)           If Worldspan elects to [**] pursuantto this Agreement as provided in subsection (b)(2)(i) above, then Unitedmay, at any time within sixty days after Worldspan notifies United of suchelection, give Worldspan written notice that United wishes to [**].

(d)           If Worldspan elects to [**] thisAgreement as provided in subsection (b)(2)(ii) above, then, for each monththereafter, Worldspan will determine the [**].

(e)           IfWorldspan [**]

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[**], and thefollowing shall apply:

(1)           Worldspan shall [**], as set forth insubsection (f) below.

(2)           If [**]

[**]

(f)            Whenever pursuant to this Section4.3, Worldspan [**]

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[**].

4.4           [**].  For the fourth calendar quarter of 2007 andeach subsequent calendar quarter thereafter up to and including the thirdcalendar quarter of 2011 and promptly after the end of each such quarter, theParties shall confirm with each other [**] for such calendar quarter [**].

4.5           [**]. [**].

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**ARTICLE5**

**GENERAL PROVISIONS**

5.1           [**].  In order to maximize United’s opportunitiesfor reducing its distribution costs under this Agreement, the Parties will usecommercially reasonable efforts to jointly develop, and periodically update, aspecific plan for each Contract Year (the “[**]” for that Contract Year) thatwill, among other things, identify [**]. The Parties will undertake to develop [**].

5.2           [**]. [**].  

5.3           Other Business Opportunities.  At least once during each calendar quarterduring the Term, appropriate representatives of United and Worldspan will meetto discuss the United Group’s distribution requirements and objectives and anyways in which Worldspan can assist United with respect to those requirementsand objectives.  For requirements thatarise after the Agreement Date, if and when United considers obtaining from anexternal service provider any of its requirements relating to distributiontechnology or the distribution of products or services provided by the UnitedGroup, including cars, hotels, cruises, and tour products, then Worldspan willbe given the opportunity to submit a bid for providing those requirements and,if it chooses to bid, its bid will be fairly evaluated by United.

5.4           Improper Use of United Content.  In the event that either Party becomes awarethat a Worldspan Agency is improperly using, or failing to use, the UnitedContent provided by Worldspan, then that Party shall promptly bring such factto the attention of the other Party, and

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the Parties willreasonably cooperate with each other with respect to any efforts taken withrespect to such Worldspan Agency in connection with its improper use of, orfailure to use, such United Content.

5.5           [**].  [**].

5.6           [**].  [**].

5.7           Worldspan Travel Discount Program.  During the Term, United will establish andmaintain a travel discount program pursuant to which Worldspan employees cantravel on United Flights for Worldspan business purposes at discounted rates.

5.8           [**].  Notwithstanding anything in this Agreement tothe contrary, the Parties acknowledge and agree that (i) the provisions ofthis Agreement will not be applicable with respect to [**], (ii) any [**],and (iii) [**] thereof will be determined in accordance with theprovisions of the PCA, rather than this Agreement.

5.9           [**].  [**].

5.10         [**].  Worldspan will not [**].  Worldspan will not [**].

**ARTICLE6**

**TERMINATION 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.

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6.2           Remedies.  If either Party breaches, or threatens tobreach, any of its obligations in Article 2, Article 3, or Article 5,then the other Party may proportionately reduce or suspend the performance ofits obligations hereunder and, in addition, may seek injunctive relief topreserve the status quo or prevent irreparable injury pending the resolution ofany 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 levelwithin 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, upon the written request ofeither Party, the Dispute will be settled through final, binding andconfidential arbitration in accordance with the then-current CommercialArbitration Rules of the American Arbitration Association, including theExpedited Procedures associated with such Rules.  Either Party may apply for emergency interimrelief, and any such application shall be governed by the American ArbitrationAssociation’s Optional Rules for Emergency Measures of Protection.  The arbitration tribunal will consist of asingle arbitrator agreed upon by the Parties or, in the absence of agreement,appointed in accordance with such Rules. The venue for the arbitration will be Atlanta, Georgia, and the award ofthe arbitrator will be final and binding. Each Party waives any right to appeal the arbitration award, to theextent a right to appeal may be lawfully waived.  Each Party retains the right to seek judicialassistance (i) to compel arbitration; (ii) to obtain interim measuresto preserve the status quo or prevent irreparable injury pending arbitration;and (iii) to enforce any decision of the arbitrator, including the finalaward.

(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.

**ARTICLE7**

**MISCELLANEOUS 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 there

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is any inconsistencybetween the terms and conditions of this Agreement and the terms and conditionsof the PCA, the terms and conditions of this Agreement will prevail.  During the term of this Agreement, Unitedwill not terminate the PCA, will not terminate any products or servicespurchased under the PCA as of the Agreement Date, and will remain at thehighest level of participation in the Worldspan GDS; provided, however, that,(i) [**], (ii) [**], and (iii) [**].

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 instrict confidence and protected by the same degree of care as such Party usesto protect the confidentiality of its own information of a similar nature, butno less than a reasonable degree of care, will be used only for purposes ofthis Agreement, and will not be disclosed to any unauthorized third party bysuch Party or any of its employees or agents without the prior written consentof the other, except as may be reasonably necessary to perform its obligationsunder this Agreement or required by legal, accounting, or regulatoryrequirements.

7.4           Public Communications.  Worldspan and United will jointly prepare oneor more press releases regarding the provision of United Content for WorldspanAgencies.  United and Worldspan willissue and publicize any such release in a manner consistent with other pressreleases and promotional initiatives issued by United and Worldspan.  In addition, United will work with Worldspanin developing and implementing a communications campaign intended to informTravel Agencies and similar organizations about the Worldspan DistributionProducts.  Notwithstanding the provisionsof Section 7.3, each Party may make announcements intended for internaldistribution within that Party’s organization and any disclosures required bylegal, accounting, or regulatory requirements, and may publicly disclose theexistence and general provisions, including the term, of this Agreement,including the fact that Worldspan Agencies may obtain access to the UnitedContent described in this Agreement through the Worldspan GDS.

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

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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, failure of the other Party or third party suppliers, or for anyother cause beyond the reasonable control of that 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.

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.

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.

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 the foregoing,the PCA will continue to be in full force and effect as provided inSection 7.1.

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IN WITNESSWHEREOF, each of the Parties has caused this Agreement to be executed by itsduly authorized representative as of the Agreement Date.
| **United Air Lines, Inc.** | **Worldspan, L.P.**                                  |
|----------------------------|------------------------------------------------------|
| ** **                 | ** **                                           |
| ** **                 | ** **                                           |
| By:                        | /s/ Frederic F.  Brace                               |   | By: | /s/ Jeffrey C. Smith |   |
|                       |                                                 |   |   |   |   |
| Title:                     | Executive Vice  President andChief Financial Officer |   | Title: | General Counsel, Secretary and SeniorVice President—Human Resources |   |

 

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**APPENDIXA**

**Definitions**

[**]

“Affiliate” means, withrespect to an entity, any other entity that owns or controls that entity, isowned or controlled by that entity, or is under common ownership or controlwith that entity, where “ownership” means owning fifty percent or more of thecontrolling interest in an entity, and “control” means the ability to directthe management or affairs of an entity.

“Agreement Date” has themeaning specified in the first paragraph of this Agreement.

[**]

[**]

[**]

[**]

“Booking”means an airline passenger segment created by (or secured to) a WorldspanAgency in the itinerary portion of a passenger name record (PNR) fortransportation on a United Flight, including those types of segments treated asBookings as of the Agreement Date.  Forexample, one passenger on a direct flight will constitute one Booking, onepassenger on a two-segment trip with connecting flights will constitute twoBookings, and multiple passengers within the same PNR segment will constitutemultiple Bookings.  For any relevant timeperiod, the number of Bookings will be reduced by the number of Cancellationsduring that time period for all purposes under this Agreement.

“Booking Fee” means, withrespect to a Booking, the fee that Worldspan charges United on a per-segmentbasis for that Booking.

[**]

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“Cancellation”means a Booking generated in the Territory that is canceled on behalf of theapplicable Worldspan Agency through the Worldspan GDS prior to the date ofdeparture for that Booking.

“Contract Year” means atwelve-month period commencing on the Effective Date or any anniversary thereofduring the Term.

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

“Direct Connect” means,with respect to any air carrier, a direct connection to the air carrier’sinternal reservations system or any other means that allows a Travel Agency,corporation, or other organization to reserve, purchase, or ticket travel onthe air carrier’s flights without generating a booking through a GDS operatedby Amadeus, Galileo, Sabre, Worldspan, or any successor to any of them.

“Dispute” has the meaningspecified in Section 6.3.

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

“ECI” means theEmployment Cost Index for Total Compensation for Civilian Workers (seasonallyadjusted), as published by the Bureau of Labor Statistics of the U.S.Department of Labor from time to time or, if that index is discontinued, amutually agreed equivalent index.

“Effective Date” meansSeptember 1, 2006 or such earlier date as may be specified by the mutualagreement of the Parties.

“External DistributionChannel” means any channel for the distribution of United Content that is notan Internal Distribution Channel and the operator of any such channel, [**].

[**]

“Full Content” has themeaning specified in Section 2.1(b).

“GDS” means a globaldistribution system [**] that provides information about the schedules, fares,or availability of the products and services of travel suppliers or enables themaking of reservations or the issuance of tickets for such products andservices.

“GDS Fare” means, withrespect to any air carrier, any fare, together with associated inventory,distributed by or on behalf of that air carrier through any GDS, but excludingits Private Fares, Promotional Fares, and Opaque Fares.

“GeneralAccess Product” has the meaning specified in Section 3.1.

“General Content” has themeaning specified in Section 2.1(a).

[**]

[**]

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“Inducement” means anamount paid or credited to a Travel Agency, corporation, or other organizationby an External Distribution Channel for bookings generated through thatExternal Distribution Channel.

“Internal DistributionChannel” means any channel for the distribution of United Content that isowned, operated, or controlled by United or any of its Affiliates, including(i) United’s reservations or sales personnel, (ii) the internalreservations system used by United, and (iii) any publicly accessibleInternet web site owned, operated, or controlled by United or any of itsAffiliates.

“Internet Channel” meansany Internet web site that markets or sells the products or services of travelsuppliers to consumers.

[**]

“Online Travel Agency” or“OTA” means any Travel Agency (or group of Affiliated Travel Agencies who aremarketed under the same brand name) whose primary business is operating one ormore publicly accessible Internet Channels. [**]

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

“Opaque Fare” means, withrespect to any air carrier, a fare, together with associated inventory, that isoffered for sale by or on behalf of that air carrier in such a way that, untilafter an irrevocable commitment to purchase the particular air services hasbeen made, there is no 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.

[**]

[**]

[**]

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[**]

[**]

“Party” means each ofUnited and Worldspan.

“PCA” has the meaningspecified in the recitals of this Agreement.

“Prior Content Agreement”means the letter agreement regarding prior content, dated November 12,2003, between Worldspan and United, as amended by the Amendment to LetterAgreement, dated July 22, 2004, between Worldspan and United.

“Private Fare” means,with respect to any air carrier, a fare, together with associated inventory,specially negotiated between that air carrier and a limited group of travelers(or an organization or travel agency acting on behalf of such limited group),where (a) the air carrier limits sales of the fare to the limited group,and (b) there is a good faith effort to restrict access to the fare to thelimited group (through passwords, code words, separate URLs for booking, orother identification criteria).  PrivateFares include corporate fares, group and meeting fares,tour/wholesaler/consolidator fares, military fares, government fares,charitable institution fares, negotiated corporate/agency/small business fares,net fares, and charter fares.

“Promotional Fare” means,with respect to any air carrier, an unpublished fare, together with associatedinventory, that is limited to a promotional event, period, or geography andthat the air carrier (or an entity acting on its behalf) communicates as beingso limited.

“Publicly Available Fare”means, with respect to any air carrier, a fare, together with associatedinventory, offered for sale by or on behalf of that air carrier to the generalpublic in

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any country or travelmarket, including the air carrier’s Web Fares and GDS Fares, but excluding itsPrivate Fares, Promotional Fares, and Opaque Fares.

“Sabre” means Sabre, Inc. and its Affiliates.

“Super Access Product”has the meaning specified in Section 3.4.

“Subscription AccessProduct” has the meaning specified in Section 3.3.

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

[**]

[**]

“SuperContent Booking” means a Booking generated in the Territory by a WorldspanAgency that is then a participant in the Super Access Product, [**].

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[**]

[**]

[**]

“TargetedFare” means any fare offered by United (i) to a limited group of travelerswhere there is a good faith effort to restrict access to the fare to suchlimited group through passwords, code words, separate URLs for booking, orother identification criteria, and [**].

“Term” has the meaningspecified in Section 1.1.

“Territory” means theUnited States.

“Traditional TravelAgency” means any Travel Agency other than an Online Travel Agency.  Notwithstanding the foregoing, wherever thisAgreement or any definition herein refers to a Traditional Travel Agency, orany right or obligation with respect to a Traditional Travel Agency, thereference will encompass that portion of an Online Travel Agency’s operationsthat are conducted through brick-and-mortar, non-Internet Channels.

“Traditional WorldspanAgency” means any Worldspan Agency that is a Traditional Travel Agency.  For the avoidance of doubt, TraditionalWorldspan Agencies include corporations and other organizations using TripManager or any successor or comparable product offered by Worldspan.

“Travel Agency” means anindividual or entity that books, sells, or fulfills the products or services oftravel suppliers through the use of a GDS.

“TripManager” means Worldspan’s Internet-based corporate travel booking tool, as itmay be modified by Worldspan from time to time, that allows a company’sauthorized users to create, modify, and view airline and other travelreservations made through the Worldspan GDS.

“TSA Booking” means anybooking for transportation on a United Flight with respect to which, as of the Agreement Date, United is not requiredto pay a booking fee to any GDS provider, such as those bookings generated byHotwire for Opaque Fares.

“United” has the meaningspecified in the first paragraph of this Agreement.

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“United Content” meansany information, including information concerning schedules, fares, rules, andavailability, that is used in connection with making reservations for, orpurchasing, any products or services provided by the United Group, includingUnited Flights, cars, hotels, cruises, and tour products.

“United Flight” means anyflight that is marketed or operated by, and using the air carrier designatorcode of, United or any of its Affiliates.

“United Group” meansUnited and its Affiliates.

“Web Fare” means, withrespect to any air carrier, any type of fare, together with associatedinventory, that is made generally available to the public by that air carrierthrough one or more Internet Channels. However, an air carrier’s Web Fares do not include its Private Fares,Promotional Fares, or Opaque Fares.

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

“Worldspan Agency” means,as of any time, a Travel Agency, corporation, government agency, or otherorganization that at that time has contracted with Worldspan to use theWorldspan 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.

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

[**]

[**]

“WorldspanDistribution Product” means each of the General Access Product, theSubscription Access Product, and the Super Access Product.

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

[**]

[**]

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**APPENDIXB**

**FinancialProvisions**

1.             [**] Worldspan Agencies.  Except for any [**] for which the BookingFees are determined pursuant to the provisions of Section 3 of thisAppendix B, the Booking Fees payable to Worldspan by United for[**]generated by [**] Worldspan Agencies will be [**]:

[**].

2.             [**] Worldspan Agencies.  Except for any [**] for which the BookingFees are determined pursuant to the provisions of Section 3 of thisAppendix B, the Booking Fee payable to Worldspan by United for each SuperContent Booking generated by [**] Worldspan Agency will be the applicableBooking Fee set forth in the following table, which is based upon the [**]forthat [**] Worldspan Agency, as set forth in the following table:

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[**]

With respect to any [**].

3.             [**] Bookings.  Notwithstanding the provisions ofSections 1 and 2 of this Appendix B, the Booking Fees payable toWorldspan by United for [**] for any [**] will be [**]

[**].

4.             [**]. [**].

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5.             Time of 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.

6.             Annual [**]. [**].

7.             Cancellation Fee. [**].

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