**Exhibit10.88**

**CONTENTAGREEMENT**

ThisContent Agreement (“Agreement”), dated as of April 3, 2006 (the “AgreementDate”), is by and between Worldspan L.P., a limited partnership organized andexisting under the laws of Delaware, USA (“Worldspan”), and ContinentalAirlines, Inc., a corporation organized and existing under the laws ofDelaware, USA (“Continental”).

**RECITALS**

WHEREAS,Worldspan and Continental are parties to a Participating Carrier Agreementdated February 1, 1991 (as otherwise amended and supplemented from time totime, the “PCA”) pursuant to which Worldspan distributes Continental’s productsand services to Worldspan Agencies; and

WHEREAS,Worldspan desires to have access to, and Continental desires to provide toWorldspan, Continental Content for distribution through the Worldspan GDS toWorldspan Agencies in accordance with the terms and conditions set forth inthis Agreement; and

WHEREAS,in order to allow Worldspan to provide enhanced content and functionality toits subscribers and Continental to reduce its distribution costs, the Partiesdesire to make available new optional distribution products that Worldspan canoffer to its subscribers;

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

**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 the termslisted 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 in this Agreement.

**ARTICLE2**

**CONTINENTAL CONTENT**

2.1           Continental Content Availabilityin the Territory.  During the Term,and subject to the provisions of this Agreement, Continental will provide toWorldspan for distribution to applicable Worldspan Agencies in the Territory,for the fees set forth in Article 4 and at no additional charge to Worldspanor, except as specified in this Agreement, to any Worldspan Agency, timely andcomplete access to, and the ability to generate Bookings from, each of thefollowing types of Continental Content:

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(a)           “General Content”, which means suchContinental Content at such levels as Continental in its sole discretiondesignates for distribution to the Worldspan Agencies then participating in theGeneral Access Product [**] or, in the absence of any such designation, FullContent.

(b)           “Full Content”, which means allschedules, Publicly Available Fares, fare rules, inventory, functionality,availability information, and other information that is used to makereservations or purchase air travel on Continental Flights (but which is notrequired to include any of the same pertaining to its [**], Promotional Fares, or OpaqueFares).

(c)           “Super Content”, which means FullContent plus the following:

(1)           Content.  Continental will provide (i) alladditional information concerning schedules, fares, fare rules, inventory,functionality, and availability information that is used to make reservationsor purchase air travel on Continental Flights, including all such informationwith respect to its Private Fares [**], and Opaque Fares, and(ii) all corresponding information with respect to other products andservices provided by Continental and its Affiliates.  Notwithstanding the foregoing, the Partiesagree that [**] through [**].

Continental will provideSuper Content, together with any associated distribution restrictions, toWorldspan, and Worldspan shall ensure that Super Content is made available toWorldspan Agencies only in accordance with the applicable restrictions.  Continental agrees that it will not provideContinental Content that is greater than Super Content to any other ExternalDistribution Channel.

(2)           Merchandising Opportunities.  Continental will use reasonable efforts todetermine new products and services that may provide Worldspan Agencies withmerchandising opportunities associated with additional functionality andproducts, all in accordance with and subject to the provisions ofSection 5.2.  These products andservices will be made available to Worldspan Agencies as soon as commerciallyreasonable following implementation for applicable Internal Distribution Channels.  They [**].

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The Parties shallmutually determine the terms and conditions upon which any such merchandisingopportunity will be provided.

(3)           [**].[**].  In addition, the redemption of anycertificate for non-revenue travel that is provided to a Worldspan Agency or aconsumer for purposes such as compensation for a service disruption event,including any oversale situation, will be restricted to Internal DistributionChannels.

(4)           FunctionalParity.  Continental will makeavailable to Worldspan and Worldspan Agencies all revenue booking functionality(i.e., functionality used with respect to the booking of revenue travel) thatis authorized for use by any Internal Distribution Channel that facilitates theuser’s ability to transact business with Continental and its Affiliates,including [**], all in accordance with and subject to the provisions ofSection 5.2.

The Parties will meet on an ongoing basis to reviewthe composition of Super Content and agree upon enhancements thereto that willmake Super Content more attractive to Worldspan Agencies.  Super Content will be provided to Worldspanonly in accordance with the provisions of Section 3.4.

Continental will make its fares and all otherapplicable information available to Worldspan through the automated filingservices provided by Airline Tariff Publishing Company (ATPCO), or Worldspan’sinternal Private Fare product (which is an Internet-based system used to inputPrivate Fares and associated rules directly into the Worldspan GDS), or otherstandard industry procedures that do not impose significant additionaloperating or other costs upon Worldspan. For the avoidance of doubt, Continental’s provision of Continental Contentto Worldspan includes the polling of availability information in a form,frequency, quantity, and manner that does not disadvantage (i) [**], or (ii)[**]

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[**].  Inaddition, if any [**], then [**].

2.2           Continental Content AvailabilityOutside the Territory.  During theTerm, and subject to the provisions of this Agreement, Continental will provideto Worldspan for distribution to applicable Worldspan Agencies outside of theTerritory, for the fees set forth in Article 4 and at no additional charge toWorldspan or to any Worldspan Agency, timely and complete access to, and theability to generate Bookings from, [**]. Subject to the provisions of Section 4.1(b) and if and for so longas the [**], Continental will make available to Worldspan and the WorldspanAgencies outside of the Territory [**], and will provide distribution parityfor such Continental Content in accordance with the provisions ofSection 2.3.

2.3           Distribution Parity.  In general and except as otherwise providedin this Agreement, in connection with the distribution of Continental Content,(i) Continental will not [**], and (ii) [**].  With respect to each of thefollowing types of Continental Content, the Parties agree as follows:

(a)           Subjectto the provisions of Section 4.1(b), Continental will make General Contentavailable to Worldspan and the Worldspan Agencies in the Territory at levelsand amounts, and on terms and conditions, that are [**].

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(b)           Subjectto the provisions of Section 4.1(b), Continental will make Full Contentavailable to Worldspan and the Worldspan Agencies in the Territory at levelsand amounts, and on terms and conditions, that [**].

(c)           Subjectto the provisions of Section 4.1(a), Continental will make Super Contentavailable to Worldspan and the Worldspan Agencies in the Territory at levelsand amounts, and on terms and conditions, that are [**].

The factors withrespect to which Continental will provide distribution parity for each type ofContinental Content will include [**].

2.4           Compliance.  Each Party acknowledges that the other willbe immediately harmed if the first Party fails to comply with this Article, andagrees that, in the event of any such failure or alleged failure, either Partymay invoke the dispute resolution procedures set forth in Section 6.3 of thisAgreement.  In addition, either Partymay, at its discretion and expense, engage an independent third-party auditorto verify the other Party’s compliance with this Article.  The audited Party agrees to make relevantinformation available to the auditor.  Ifthe auditor reasonably concludes that the audited Party has failed to complywith its obligations set forth in this Article, then the audited Party willimmediately correct that failure and, in addition to any other remediesavailable at law or equity, the audited Party will reimburse the other Partyfor the costs of the audit.

**ARTICLE3**

**WORLDSPAN DISTRIBUTION PRODUCTS**

3.1           General Access Product.  During the Term, Worldspan will continue tooffer to the Worldspan Agencies in the Territory a generally availabledistribution product (the “General Access Product”) that includes the followingattributes:

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(a)           The Worldspan Agency receives GeneralContent.

(b)           [**].

The terms and conditions relating to the GeneralAccess Product will continue to be as provided in the subscriber agreementbetween the Worldspan Agency and Worldspan, including any other agreement thatmay modify or supplement that subscriber agreement.  Notwithstanding the foregoing, Continentalreserves the right to charge Worldspan Agencies participating in the GeneralAccess Product a content fee or surcharge for access to General Content;provided, however, that the [**].

3.2           Optional New Distribution Products.  During the Term, in addition to the GeneralAccess Product, Worldspan will offer to the Worldspan Agencies in the Territorytwo new optional Worldspan Distribution Products, in accordance with andsubject to the provisions of Sections 3.3 and 3.4, respectively.  A Worldspan Agency may participate in onlyone of the Worldspan Distribution Products at any time and may change from oneWorldspan Distribution Product to another only as agreed between the WorldspanAgency and Worldspan.  Worldspan agreesthat no Worldspan Agency will be able to change from one Worldspan DistributionProduct to another in a manner that creates an [**].  In addition, a Worldspan Agency must agree toa [**].

3.3           Subscription Access Product.  Commencing as soon after the Effective Dateas Worldspan determines it to be feasible, 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 FullContent.

(b)           [**].

[**].  

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[**].  With respect to each Worldspan Agency thatelects to participate in the Subscription Access Product, Worldspan willprovide to Continental and the Worldspan Agency mutually agreed reportsregarding the Bookings made by that Worldspan Agency through the Worldspan GDS,and Continental will be responsible for collecting any associated content feesfrom the Worldspan Agency through the Airlines Reporting Corporation (ARC)settlement process or any other mechanism agreed upon by Continental and theWorldspan Agency.  Worldspan agrees thatit will not add any such content fee to the fares displayed by the WorldspanGDS for any Continental Flight.

3.4           Super Access Product.  Commencing as soon after the Effective Dateas Worldspan determines it to be feasible, Worldspan will make available toWorldspan Agencies in the Territory that agree not to receive Inducements fromWorldspan with respect thereto a new optional distribution product (the “SuperAccess Product”) that includes the following attributes:

(a)           The Worldspan Agency receives SuperContent.

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

If any [**], then [**].  Worldspan Agencies participating in the SuperAccess Product will be exempt from any fee or surcharge applied by Continentalfor access to Super Content [**].

3.5           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.  The Parties agree that the Booking Fees forBookings generated by Worldspan Agencies during the Term will be as follows:

(a)           The Booking Fees for Bookingsgenerated in the Territory by a Worldspan Agency then participating in theSuper Access Product will be as provided in Appendix B.

(b)           The Booking Fees for all otherBookings (including Bookings generated outside the Territory) will be asprovided in [**].  [**]

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[**].  Worldspanshall use commercially reasonable efforts to, [**].

(c)           [**].

4.2           [**].  [**].

**ARTICLE5**

**GENERAL PROVISIONS**

5.1           Marketing Plan.  The Parties will use commercially reasonableefforts to jointly develop, and periodically update, a specific plan for eachContract Year ([**] for that Contract Year) that will, among other things,[**].  The Parties will undertake todevelop the [**] for the first Contract Year within ninety days after theAgreement Date, and the [**] for each subsequent Contract Year during theninety days preceding the commencement of that Contract Year.  In addition, within ninety days after theAgreement Date, appropriate representatives of the Parties will meet to discussways to include [**] in their [**].

5.2           Merchandising Opportunities andFunctional Parity.  Within ninetydays after the Agreement Date and on a quarterly basis thereafter during theTerm, appropriate representatives of the Parties will meet to identify allcross-sell and up-sell opportunities relating to the Super Access andfunctional parities contemplated by this Agreement.  The Parties will promptly agree upon theterms and conditions relating to any such merchandising opportunity andfunctional parity, as well as any development or other work that may be requiredin connection with such merchandising opportunity or functional parity, and theParties will take all actions necessary to implement the merchandisingopportunity or functional parity as soon as commercially feasible.  Notwithstanding the foregoing, Continentalshall have no obligation to provide any new functionality to the extent thatthere is [**]

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[**].  In addition, any delay in Worldspan’s abilityto implement any new functionality will not require Continental to delay theimplementation of the functionality for any Distribution Channel.  Unless otherwise mutually agreed, each Partyshall [**].

5.3           Other Business Opportunities.  At least once during each Contract Year,appropriate representatives of Continental and Worldspan will meet to discussthe Continental Group’s distribution requirements and objectives and any waysin which Worldspan can assist Continental with respect to those requirementsand objectives.  If and when Continentalconsiders obtaining from an external service provider any of its requirementsrelating to distribution technology or the distribution of products or servicesprovided by the Continental Group, including cars, hotels, cruises, and tourproducts, and if Continental is aware that Worldspan has competency inproviding similar requirements, then Worldspan will be given the opportunity tosubmit a bid for providing those requirements and, if it chooses to bid, itsbid will be fairly evaluated by Continental.

5.4           Improper Use of ContinentalContent.  Worldspan shall ensure thatContinental Content is made available to the appropriate Worldspan Agencies andthat it is not available to any unauthorized Worldspan Agency, all as providedin Article 3.  Continental shall beresponsible for developing, implementing, and enforcing methods for deterringor preventing the subscribers of each External Distribution Channel providedContinental Content from improperly using, or failing to use, the ContinentalContent provided to them by that External Distribution Channel.  Within ninety days after the Agreement Dateand on a quarterly basis thereafter during the Term, appropriate representativesof the Parties will meet to identify methods for deterring or preventingWorldspan Agencies from improperly using, or failing to use, the ContinentalContent provided to them by Worldspan. The Parties will promptly agree upon the terms and conditions relatingto any such method, as well as any development or other work that may berequired in connection with such method.

5.5           Direct Connect and LTDs.  The provisions of this Section shall applywith respect to activities in the [**]

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[**].

5.6           [**] Bookings.  During the Term, Worldspan will beContinental’s [**], and Continental will use reasonable efforts to [**]. Continental and Worldspan will work together in good faith to develop a [**]and jointly promote it to mutually designated Travel Agencies.  [**].

[**]

5.7           [**]  [**].

5.8           [**]  [**].

5.9           [**].  Notwithstanding anything in the Agreement tothe contrary, the Parties acknowledge and agree that (i) the provisions ofthis Agreement will not be applicable with respect to [**], and (ii) [**]will be determined in accordance with the provisions of the PCA, rather thanthis Agreement.

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**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 not substantiallycure the default within fifteen days (or within thirty days, if the defaultcannot reasonably be cured within a 15-day period and the defaulting Party isdiligently pursuing a cure of the default), then the non-defaulting Party may,by giving written notice of termination to the defaulting Party, terminate thisAgreement effective as of the termination date specified in the notice oftermination.

6.2           Remedies.  If either Party breaches, or threatens tobreach, any of its obligations in Article 2, Article 3, 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)           Upon the request of either Party, theParties will immediately use all reasonable business efforts to resolve theDispute at the operational level.

(b)           If the Parties have not been able toresolve the Dispute at the operational level with twenty-four hours after therequest described in subsection (a), then, upon the written request ofeither Party, which request must identify the Dispute in reasonable detail,each Party will designate a senior executive who will negotiate in good faithwith the senior executive designated by the other Party in an effort to resolvethe Dispute.

(c)           If the senior executives do notresolve the Dispute within fifteen days after the request described insubsection (b), then, upon the written request of either Party, the Disputewill be settled through final, binding and confidential arbitration inaccordance with the then-current Commercial Arbitration Rules of the AmericanArbitration Association, including the Expedited Procedures associated withsuch Rules.  Either Party may apply foremergency interim relief, and any such application shall be governed by theAmerican Arbitration Association’s Optional Rules for Emergency Measures ofProtection.  The arbitration tribunalwill consist of a single arbitrator agreed upon by the Parties or, in theabsence of agreement, appointed in accordance with such Rules.  The venue for the arbitration will beAtlanta, Georgia, and the award of the arbitrator will be final and binding.  Each Party waives any right to appeal thearbitration award, to the extent a right to appeal may be lawfully waived.  Each Party retains the right to seek

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judicial assistance(i) to compel arbitration; (ii) to obtain interim measures topreserve the status quo or prevent irreparable injury pending arbitration; and(iii) to enforce any decision of the arbitrator, including the finalaward.

(d)           Notwithstanding the existence of anyDispute or the fact that the dispute resolution procedures set forth in thisSection have been or may be invoked, each Party will continue to perform itsobligations under this Agreement, unless and until this Agreement is terminatedin 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 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, Continental will not terminate the PCA, will remain at the current(as of the Agreement Date) highest level of participation in the Worldspan GDS,and [**].  However, [**].

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 Continental will jointlyprepare one or more press releases regarding the provision of ContinentalContent for Worldspan Agencies. Continental and Worldspan will issue and publicize any such release in amanner consistent with other press releases and promotional initiatives issuedby Continental and Worldspan.  Inaddition, Continental will work with Worldspan in developing and implementing acommunications campaign intended to communicate to Travel Agencies and similarorganizations the benefits of subscribing to the Worldspan DistributionProducts.

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Notwithstandingthe provisions of Section 7.3, each Party may make announcements intendedfor internal distribution within that Party’s organization and any disclosuresrequired by legal, accounting, or regulatory requirements, and may publiclydisclose the existence and general provisions, including the term, of thisAgreement, including the fact that Worldspan Agencies may obtain access to theContinental Content 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 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 Georgia, 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”)

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shall beinterpreted as if it were followed by the phrase “without limitation” unlessthe 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 theforegoing, the PCA will continue to be in full force and effect as provided inSection 7.1.

IN WITNESS WHEREOF, eachof the Parties has caused this Agreement to be executed by its duly authorizedrepresentative as of the Agreement Date.
| **Continental Airlines, Inc.** | **Worldspan, L.P.**   |
|--------------------------------|-----------------------|
| ** **                     | ** **            |
| ** **                     | ** **            |
| By:                            | /s/ James E.  Compton |   | By: | /s/ Ninan Chacko |   |
|                           |                  |   |   |   |   |
| Title:                         | EVP Marketing         |   | Title: | Chief Commercial Officer |   |

 

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**APPENDIXA**

**Definitions**

“Affiliate” means, withrespect to an entity, any other entity that owns that entity, is owned by thatentity, or is under common ownership with that entity, where ownership meansowning fifty percent or more of the voting interest in an entity.

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

“[**]” has the meaningspecified in Section 5.1.

[**]

[**]

[**]

“Booking” means anairline passenger segment created by (or secured to) a Worldspan Agency in theitinerary portion of a passenger name record (PNR) for transportation on aContinental Flight, including those types of segments treated as Bookings as ofthe Agreement Date.  For example, onepassenger on a direct flight will constitute one Booking, one passenger on atwo-segment trip with connecting flights will constitute two Bookings, andmultiple passengers within the same PNR segment will constitute multipleBookings.

“Booking Fee” means, withrespect to a Booking, the fee that Worldspan charges Continental on aper-segment basis for that Booking.

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“Cancellation” means aBooking generated in the Territory that is canceled by the applicable WorldspanAgency through the Worldspan GDS.

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

“Continental Content”means any information, including information concerning schedules, fares, farerules, inventory, functionality, and availability, that is used in connectionwith making reservations for, or purchasing, any products or services providedby the Continental Group, including Continental Flights.  For the avoidance of doubt, ContinentalContent includes General Content (as defined in Section 2.1(a)), Full Content(as defined in Section 2.1(b)), and Super Content (as defined in Section2.1(c)).

“Continental Flight”means any flight that is marketed under the airline designator code of (i)Continental, or (ii) any Continental Affiliate.

“Continental Group” meansContinental and its Affiliates, including Continental Micronesia, Inc., aDelaware corporation.

“ContractYear” means a twelve-month period commencing on the Effective Date or anyanniversary thereof during 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

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without generatinga booking through a GDS operated by Amadeus, Galileo, Sabre, Worldspan, or anysuccessor to any of them.

“Dispute”has the meaning specified in Section 6.3.

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

[**]

“EffectiveDate” means September 1, 2006 or such earlier date as may be specified bythe mutual agreement of the Parties.

“ExternalDistribution Channel” means any channel for the distribution of ContinentalContent that is not an Internal Distribution Channel [**].

[**]

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

[**]

“GDS” means a global distributionsystem [**] that provides information about the schedules, fares, oravailability 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.

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“General Access Product”has the meaning specified in Section 3.1.

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

[**]

“Inducement” means an amountpaid or credited to a Travel Agency, corporation, or other organization by anExternal Distribution Channel for bookings generated through that ExternalDistribution Channel.

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

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

“LTD” [**].

“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. [**].

[**]

“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 ofContinental and Worldspan.

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

“Prior Content Agreement”means the Full Content Agreement, dated as of May 7, 2004, betweenWorldspan and Continental.

“Private Fare” means,with respect to any air carrier, any fare not made generally available to thegeneral public, consisting of (i) corporate discount fares, tour operatorfares, tour/wholesaler/consolidator fares (also known as “off-tariff fares”),group fares, meeting and incentive fares, military fares, government fares,charitable institution fares, negotiated corporate/agency/small business fares,net fares, charter fares, and fares that require the purchase of anotherproduct or service, [**].

“Promotional Fare” means,with respect to any air carrier, an unpublished fare that is limited to apromotional event, period, or geography and that the air carrier (or an entityacting on its behalf) communicates as being so limited.

“Publicly Available Fare”means, with respect to any air carrier, a fare, offered for sale by or onbehalf of that air carrier to the general public in any country or travelmarket, including the air carrier’s Web Fares and GDS Fares, but excluding itsPrivate Fares, Promotional Fares, and Opaque Fares.

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

“SubscriptionAccess Product” has the meaning specified in Section 3.3.

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

“Super Content Booking”means a Booking generated in the Territory by a Worldspan Agency that is then aparticipant in the Super Access Product, but not including any TSA Bookings.

[**]

[**]

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[**].

“Term”has the meaning specified in Section 1.1.

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

“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.

“Trip Manager” meansWorldspan’s Internet-based corporate travel booking tool, as it may be modifiedby Worldspan from time to time, that allows a company’s authorized users tocreate, modify, and view airline and other travel reservations made through theWorldspan GDS.

“TSA Booking” means anybooking for transportation on a Continental Flight with respect to whichContinental is not required to pay a booking fee to any GDS provider, such asthose bookings generated by Hotwire for Opaque Fares [**].

“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.

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[**]

[**]

Worldspan DistributionProduct” means each of the General Access Product, the Subscription AccessProduct, 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 Continental for[**]generated by Traditional [**] during the Term will be [**]

2.             [**]Worldspan Agencies.  Except for any[**] for which the Booking Fees are determined pursuant to the provisions ofSection 3 of this Appendix B, the Booking Fee payable to Worldspan byContinental for each Super Content Booking generated by [**] Agency will be theapplicable Booking Fee set forth in the following table, which is based uponthe [**] for that [**], 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,[**]

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

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5.             [**]. [**].

6.             Timeof Payment.  Any amounts to whicheither Party is entitled pursuant to this Appendix B will be due withinthirty days after Worldspan gives Continental notice thereof, by invoice orotherwise, and will be payable in accordance with the payment procedures thatthe Parties use for amounts payable under the PCA.

7.             Annual[**].  [**].

8.             CancellationFee.  [**].

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