**Exhibit10.90**

**CONTENTAGREEMENT**

ThisContent Agreement, dated as of May 11, 2006 (the “Agreement Date”), is byand between Worldspan, L.P., a limited partnership organized and existing underthe laws of Delaware, USA (“Worldspan”), and Northwest Airlines, Inc., acorporation organized and existing under the laws of Minnesota (“Northwest”).

**RECITALS**

WHEREAS,Worldspan and Northwest are parties to a Participating Carrier Agreementeffective as of February 1, 1991, (as otherwise amended, supplemented, orreplaced from time to time, the “PCA”) pursuant to which Worldspan distributesNorthwest’s products and services to travel agencies and other organizationsthat subscribe with Worldspan for that service (the “Worldspan Agency Base”);and

WHEREAS, as a result ofwidespread and systemic changes in the airline industry and correspondingtechnological developments, Northwest feels that it is imperative for it toreduce its distribution costs and has endeavored to do so prior to theAgreement Date by entering into agreements with alternative distributors andsupporting new distribution channels that provide lower distribution fees thanthose historically paid by Northwest to Worldspan; and

WHEREAS,Northwest and Worldspan desire to, among other things, (i) clarify distributionrelationships and create a focus on a long-term distribution arrangement thatis intended to increase Northwest’s sales through Worldspan and the WorldspanAgency Base; (ii) reduce Northwest’s distribution costs through Worldspanand incent Northwest to continue to rely upon, and increase its reliance upon,Worldspan and the Worldspan Agency Base for distribution; (iii) providethe Worldspan Agency Base with the ability to obtain comprehensive contentregarding Northwest’s products and services; and (iv) allow Worldspan tooffer for the first time optional distribution products that provide theWorldspan Agency Base with enhanced access to merchandising capabilities,product functionality, consumer rewards, and agency compensation opportunitiesin order to consistently serve the traveling public; and

WHEREAS,in order to accommodate Worldspan’s need to be able to offer optional productsproviding enhanced content and functionality to its subscribers and Northwest’sneed to be able to reduce its distribution costs, the Parties desire to makeavailable new optional distribution products that Worldspan can offer to itssubscribers;

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

**ARTICLE1**

**TERM AND DEFINITIONS**

1.1           Term.  The term of this Agreement (the “Term”) willcommence on August 1, 2006 (the “Effective Date”) and will continue until(i) the fifth anniversary of the Effective Date or such later date towhich the Term may be extended by mutual agreement of the Parties, or(ii) any earlier date upon which this Agreement may be terminated inaccordance with the provisions hereof.

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1.2           Definitions.  For purposes of this Agreement, each of theterms listed in Appendix A will have the meaning set forth therein.  Other terms used in this Agreement aredefined in the context in which they are used and will have the respectivemeanings specified there.  To the extentthat the definitions in this Agreement are inconsistent with the definitions inthe PCA, the definitions in this Agreement will prevail for purposes of thisAgreement.

**ARTICLE2**

**NORTHWEST CONTENT**

2.1           Northwest Content Availability inthe Territory.  During the Term, andsubject to the provisions of this Agreement, Northwest will provide toWorldspan for distribution to applicable Worldspan Agencies in the Territory, atno additional charge to Worldspan, timely and complete access to, and theability to generate Bookings from, each of the following types of NorthwestContent:

(a)           “GeneralContent”, which consists of such Northwest Content as Northwest designates fordistribution to the Worldspan Agencies then participating in the General AccessProduct.

(b)           “FullContent”, which consists of all information and inventory relating to theNorthwest Group’s Publicly Available Fares, including schedules, fare rules,and availability, that is used or is useful to make reservations or purchaseair travel on Northwest Flights (but is not required to include any of the samepertaining to the Northwest Group’s [**], Promotional Fares,Opaque Fares, or [**]).

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

(1)           NorthwestContent.  Northwest will provideadditional Northwest Content, including all of the Northwest Group’s PrivateFares, Promotional Fares, and Opaque Fares, [**].  Northwest 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.

(2)           MerchandisingProducts and Services and Functionality Parity.  Northwest agrees to provide to WorldspanAgencies, via the Worldspan GDS and in connection with Bookings made throughthe Worldspan GDS (and/or tickets sold or issued by Worldspan Agencies inconnection therewith), the same levels, types and amounts of products,services, cross-sell and up-sell opportunities, functionality, andenhancements, in whatever form and however calculated (“Products and Services”)that are made available by [**].  Inaccordance with and subject to the provisions of Section 5.2, Northwestwill make available to Worldspan and Worldspan Agencies, for distribution inconnection with Bookings made through the Worldspan GDS (and/or tickets sold orissued by Worldspan Agencies in connection therewith) [**]

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[**].

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

(4)           [**].  [**]

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[**].

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 the WorldspanAgency Base.  Super Content will beprovided to Worldspan only in accordance with the provisions ofSection 3.4.

Northwest agrees that it has and will maintainsufficient authorization and approvals to provide such information, access, andinventory on behalf of the Northwest Group. Notwithstanding this Section 2.1, Northwest shall have noresponsibility or liability to Worldspan hereunder due to any inability of anyWorldspan Agency to view or book any fares included within General Content,Full Content or Super Content due to limitations inherent in the technology orprocesses of Worldspan or a Worldspan Agency so long as such fares are providedto Worldspan with no less timeliness or completeness than that which isrequired to implement such fares in the Internal Distribution Channels.  Northwest will make its fares and all otherapplicable information available to Worldspan through the automated filingservices provided by Airline Tariff Publishing Company (ATPCO), 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.

2.2           [**].  During the Term, if and for so long as [**],and (ii) Northwest will make such Northwest Content available to Worldspanand the Worldspan Agencies outside of the Territory in that Region at levelsand amounts, and on terms and conditions, [**]. In addition, Northwest will provide distribution parity for suchNorthwest Content in accordance with the provisions of Section 2.3.  Northwest acknowledges and agrees that, basedupon the information available to it as of the Agreement Date, the [**].

2.3           Distribution Parity.  In general and except as otherwise specifiedin this Agreement, in connection with the distribution of Northwest Content,Northwest will [**]

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[**].  With respect to each particular type ofNorthwest Content, the Parties agree as follows:

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

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

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

2.4           Compliance.  Each Party may from time to time, at itsdiscretion and expense, engage an independent third-party auditor to verify theother Party’s compliance with this Agreement. The audited Party agrees to make relevant information available to theauditor, subject to the auditor agreeing to reasonable confidentialityrestrictions and provided that the audit does not unreasonably interfere with theconduct of the audited Party’s business. If the auditor reasonably concludes that the audited Party has failed tocomply with its obligations set forth in this Agreement, then the audited Partywill, within sixty days thereafter, either accept or reject the auditor’sconclusion.  If such conclusion is(i) accepted by the audited Party or (ii) rejected by the auditedParty but validated pursuant to the dispute resolution process set forth inSection 6.7, then, in either such event, the audited Party willimmediately correct the applicable failure to comply with its obligations and,in addition to any other remedies available to the other Party at law orequity, the audited Party will reimburse the other Party for the costs of theaudit.

**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:

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(a)           The Worldspan Agency receives General Content.

(b)           [**].

The terms and conditionsrelating to the General Access Product will continue to be as provided in thesubscriber agreement between the Worldspan Agency and Worldspan, including anyother agreement that may modify or supplement that subscriber agreement.

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.  Northwest will provide to Worldspan,for distribution to the Worldspan Agencies participating in either of these newoptional Worldspan Distribution Products, the applicable type of NorthwestContent, as specified in Sections 3.3 and 3.4, respectively, [**].

3.3           Subscription 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 distribution product (the“Subscription Access Product”) that includes the following attributes:

(a)           The Worldspan Agencyreceives Full Content.

(b)           [**].

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 that agree not to receive Inducementsfrom Worldspan with respect thereto, a new optional distribution product (the “SuperAccess Product”) that includes the following attributes:

(a)           The Worldspan Agencyreceives Super Content.

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

If any [**], then [**].  [**]. Northwest acknowledges andagrees that to the extent and for so long as a Worldspan Agency generates [**].

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3.5           AdministrativeMatters.  Worldspan will promptlygive Northwest written notice of any Worldspan Agency that elects toparticipate in the Subscription Access Product or the Super Access Product andof any such Worldspan Agency that ceases to participate in that WorldspanDistribution Product.  [**].

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.

**ARTICLE 4**

**FEE ARRANGEMENTS**

4.1           Pricing 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 Section 1 of Appendix B.

(b)           The Booking Fees for all other suchBookings will be as provided in Section 2 of Appendix B.

4.2           [**].  Effective as of June 1, 2006, the [**].

4.3           [**].  Effective as of June 1, 2006, [**].

4.4           [**].  In consideration of [**], Northwest agreesthat:

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(a)           If, for any calendar quarter [**].

(b)           Whenever[**].

(c)           Within thirty days after eachanniversary of the Effective Date, or at any other time reasonably requested byWorldspan, [**].

4.5           [**].  Promptly after the end of the calendarquarter [**]

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[**].

(a)           If, for [**]

(b)           If,for [**]

(c)           Whenever [**]

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**ARTICLE 5**

**GENERAL PROVISIONS**

5.1           Marketing Plan.  In order to maximize Northwest’sopportunities for reducing its distribution costs under this Agreement, theParties will use commercially reasonable efforts to jointly develop, andperiodically update, a [**] that will, among other things, [**].  [**].

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 anyProducts and Services relating to the Super Access Product that Worldspan canoffer to Worldspan Agencies for the purpose of creating more revenueopportunities for Northwest, Worldspan, or the Worldspan Agency Base and anyfunctional parities contemplated by this Agreement.  The Parties will mutually agree upon theterms and conditions relating to any such Products and Services, as well as anydevelopment or other work that may be required in connection with such Productsand Services, and the Parties will take all actions necessary to implement theProducts and Services as soon as commercially feasible after such agreement isreached.  However, any delay in Worldspan’sability to implement any new Product and Service will not require Northwest todelay the implementation of that Product and Service for any DistributionChannel.

5.3           Other Business Opportunities.  At least once during each calendar quarterduring the Term, appropriate representatives of Northwest and Worldspan willmeet to discuss the Northwest Group’s distribution requirements and objectivesand any ways in which Worldspan can assist Northwest with respect to thoserequirements and objectives.  If and whenNorthwest considers obtaining from an external service provider any of itsrequirements relating to distribution technology or the distribution ofproducts or services provided by the Northwest Group, then Worldspan will begiven the opportunity to submit a bid for providing those requirements and, ifit chooses to bid, its bid will be fairly evaluated by Northwest.

5.4           Improper Use of Northwest Content.  In the event that either Party becomes awarethat a Worldspan Agency is improperly using, or failing to use, the NorthwestContent provided by Worldspan, then that Party will promptly bring such fact tothe attention of the other Party, and the Parties will reasonably cooperatewith each other with respect to any efforts taken with respect to suchWorldspan Agency in connection with its improper use of, or failure to use,such Northwest Content.

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5.5           [**].  In no event shall [**].

5.6           [**].  Upon either Party’s reasonable request fromtime to time, the other Party will negotiate in good faith with the requestingParty[**].

5.7           Agency Restrictions.  Nothing in this Agreement shall be read aslimiting (i) Northwest’s rights under the Airlines Reporting Corporation(ARC) agency appointment agreement with respect to the appointment ortermination of any Worldspan Agency, (ii) Northwest’s ability to limitpoint of sale booking capabilities for any Worldspan Agency that is abusingNorthwest’s inventory or services, or (iii) Northwest’s ability to chargefees to Worldspan Agencies for abusive, speculative, and/or non-productiveBookings.  [**].

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5.8           [**].  [**].

5.9           [**].  If, for any Contract Year, any [**].

5.10         [**].  Worldspan agrees that if, during the Term,[**], then Worldspan will [**].

5.11         Worldspan Travel Discount Program.  For the period commencing on July 1,2006 and continuing until the end of the Term, Northwest will establish andmaintain a travel discount program pursuant to which Worldspan employees cantravel on Northwest Flights for Worldspan business purposes at rates that arecompetitive with the rates that Northwest extends to other companies of acomparable size or with comparable relationships with Northwest.

5.12         [**].  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) [**] will be determined in accordance with the provisions of thePCA, without taking into consideration the provisions of this Agreement.

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5.13         [**].  Notwithstanding anything in this Agreement tothe contrary, the Parties acknowledge and agree that [**].

5.14         [**].  [**].

5.15         Northwest Marketing SupportAgreement.  The Parties acknowledge and agree that the provisions of this Agreementsupersede and replace the provisions of Sections 2.04, 3.01A, and 3.01D ofthe Northwest Marketing Support Agreement, each of which Sections is herebyterminated and deleted from the Northwest Marketing Support Agreement effectiveas of the Effective Date.

5.16         [**].  If [**].

**ARTICLE 6**

**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 prior 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           [**].  If, during the term of this Agreement, [**].

6.3           Termination Upon Change in Control.  If, at any time during the period commencingon the Bankruptcy Reorganization Date and continuing for a period of sixty daysthereafter, there has been a change in control of Northwest so that another aircarrier that is not an Affiliate of Northwest as of the Agreement Date thenowns more than fifty percent (50%) of the ownership interests in Northwest orhas the ability to direct the management or affairs of Northwest, then, ifNorthwest so requests at any time prior to the end of such 60-day period,Worldspan, Northwest and such other air carrier will negotiate in good faith toagree upon and [**].  If suchnegotiations have not been successfully concluded within one hundred twentydays following Northwest’s request, then Northwest may, by giving Worldspanprior written notice thereof at any time after such 120-day period and beforesuch negotiations are successfully concluded, terminate this Agreementeffective as of the termination date specified in the notice of termination.

6.4           Termination Upon Liquidation.  If, at any time during the period commencingon the Agreement Date and ending sixty days after the Bankruptcy ReorganizationDate, Northwest is being liquidated pursuant to Chapter 7 or 11 of theBankruptcy Code or similar provisions and has terminated any agreementscomparable to this Agreement that it may have with Amadeus, Galileo, or Sabre,then Northwest may, by giving Worldspan prior written notice thereof at anytime prior to sixty days after the Bankruptcy Reorganization Date, terminatethis Agreement effective as of the termination date specified in the notice oftermination.

6.5           [**].  [**].

6.6           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

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the performance of its obligations hereunder and, in addition, may seekinjunctive relief to preserve the status quo or prevent irreparable injurypending the resolution of any related Dispute in accordance withSection 6.7.

6.7           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 will 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 St. Louis, Missouri, and the awardof the 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)           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.

**ARTICLE 7**

**MISCELLANEOUS PROVISIONS**

7.1           Participating Carrier Agreement.  This Agreement is intended to be an addendumto 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, Northwest will not terminate the PCA, [**]

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[**].  However, for [**].

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 Northwest will jointly prepareone or more press releases regarding the provision of Northwest Content forWorldspan Agencies.  Northwest andWorldspan will issue and publicize any such release in a manner consistent withother press releases and promotional initiatives issued by Northwest andWorldspan.  In addition, Northwest willwork with Worldspan in developing and implementing a communications campaignintended to communicate to Travel Agencies and similar organizations thebenefits of subscribing to the Worldspan Distribution Products.  Notwithstanding the provisions ofSection 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 NorthwestContent 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, the Parties will modify such provision to the extent necessary torender the provision enforceable, and such provision as so modified will be enforced.  Any such findings of invalidity or

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unenforceabilityof any provision of this Agreement will not affect the validity or enforceabilityof the other provisions of this Agreement, which will remain in full force andeffect.

7.6           Waiver.  No waiver of any breach of this Agreement byeither Party will constitute a waiver of any subsequent breach of the same orany other provisions hereof, and no waiver will 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, will be deemed to constituteone and the same agreement.

7.10         Governing Law.  This Agreement will be governed by, construedand enforced according to the laws of the State of New York, without regard toits 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 genderwill be deemed to include the other genders, as the context may require.  Any reference in this Agreement to anArticle, Section, or Appendix will be considered a reference to that Article orSection of, or that Appendix to, this Agreement, unless the context indicatesotherwise.  As used in this Agreement,the word “including” and its derivatives (such as “include” and “includes”)will be interpreted as if it were followed by the phrase “without limitation”unless the context indicates otherwise.

7.12         Bankruptcy.  The Parties acknowledge that Northwest filedfor bankruptcy protection pursuant to Chapter 11 of title 11 of the UnitedStates Code (the “Bankruptcy Code”) on September 14, 2005, in the UnitedStates Bankruptcy Court for the Southern District of New York (the “BankruptcyCourt”). [**]

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[**].  Northwest agrees that it will promptly fileand diligently prosecute in the Bankruptcy Court all appropriate motions, andtake all appropriate actions, to obtain the Bankruptcy Approval Order as soonas feasible after the Agreement Date. Worldspan agrees that it will fully cooperate with Northwest in thepreparation and filing of any such motions.

7.13         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, the letters dated September 27, 2001,January 14, 2004, and July 1, 2004, and any other billing adjustmentsor credits previously agreed to by the Parties that are not reflected in thisAgreement, each of which will be terminated effective as of the EffectiveDate.  Notwithstanding the foregoing, theParties acknowledge and agree that neither the PCA nor the letter datedFebruary 8, 2005 is superseded by this Agreement.

IN WITNESS WHEREOF, eachof the Parties has caused this Agreement to be executed by its duly authorizedrepresentative as of the Agreement Date.
| **Northwest Airlines, Inc.** | ** **                      | **Worldspan, L.P.** |
|------------------------------|---------------------------------|---------------------|
| ** **                   | ** **                      | ** **          |
| ** **                   | ** **                      | ** **          |
| By:                          | /s/ J. Timothy  Griffin         |                | By: | /s/ Jeffrey C. Smith |   |
|                         |                            |                |   |   |   |
| Title:                       | EVP Marketing  and Distribution |                | Title: | General Counsel, Secretary and Senior |   |
|                         |                            |                |   | Vice President—Human Resources |

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**APPENDIXA**

**Definitions**

[**]

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

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

“AnnualMarketing Plan” has the meaning specified in Section 5.1.

[**]

“BankruptcyApproval Order” has the meaning specified in Section 7.12.

“BankruptcyCode” has the meaning specified in Section 7.12.

“BankruptcyCourt” has the meaning specified in Section 7.12.

“BankruptcyReorganization Date” means the date upon which a plan of reorganization filedin Northwest’s bankruptcy case and confirmed by the Bankruptcy Court pursuantto the Bankruptcy Code becomes effective pursuant to the terms of that plan ofreorganization.

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[**]

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

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

[**]

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

[**]

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

[**]

[**]

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[**]

[**]

“Corporate Travel Product” means, for any MajorWorldspan Agency, a corporate travel booking product that is offered tocorporations by that Major Worldspan Agency pursuant to a separate AirlinesReporting Corporation (ARC) account number.

[**]

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

“Dispute” has the meaning specified inSection 6.7.

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

“ECI” means the Employment Cost Index for TotalCompensation for Civilian Workers (seasonally adjusted), as published by theBureau of Labor Statistics of the U.S. Department of Labor from time to timeor, if that index is discontinued, a mutually agreed equivalent index.

“Effective Date” has the meaning specified inSection 1.1.

[**]

[**].

[**].

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A-3

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[**].

[**].

[**].

[**].

“ExternalDistribution Channel” means any channel for the distribution of NorthwestContent that is not an Internal Distribution Channel and the operator of anysuch channel, including (i) any GDS or LTD in which Northwest is aparticipant, and (ii) any Direct Connect arrangement that Northwest mayhave.  For the avoidance of doubt, “ExternalDistribution Channel” does not include Travel Agencies.

[**]

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

“GDS”means a global distribution system [**] that provides information about theschedules, fares, or availability of the products and services of travelsuppliers or enables the making of reservations or the issuance of tickets forsuch products and services.

“GDSFare” means, with respect to any air carrier, any fare, together withassociated inventory, distributed by or on behalf of that air carrier throughany GDS, but excluding its Private Fares, Promotional Fares, Opaque Fares, andExcluded Fares.

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

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

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[**].

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

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

“InternetChannel” means any Internet web site that sells the products or services oftravel suppliers to consumers.

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[**].

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[**]

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

“NorthwestContent” means any information, including information concerning schedules,fares, rules, and availability, that is used or useful in connection withmaking reservations for, or purchasing, any products or services provided bythe Northwest Group, for Northwest Flights. For the avoidance of doubt, Northwest Content excludes any products orservices for MLT Inc.

“NorthwestFlight” means any flight that is marketed or operated by, and using the aircarrier designator code of, Northwest or any of its Affiliates.

“NorthwestGroup” means Northwest and its Affiliates.

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“NorthwestMarketing Support Agreement” means the Northwest Marketing Support Agreement,entered into as of June 30, 2003, by and between Northwest and Worldspan,as it may be amended or supplemented from time to time.

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

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

“OpaqueFare” means, with respect to any air carrier, a fare, together with associatedinventory, that is offered for sale by or on behalf of that air carrier in sucha way that, until after an irrevocable commitment to purchase the particularair services has been made, there is no disclosure of (a) the air carrieridentity, and (b) at least one of the following: (i) the exact time ofdeparture, or (ii) the exact time of arrival.

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[**].

“Party”means each of Northwest and Worldspan.

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

“PCACure Amount” has the meaning specified in Section 7.12.

“PriorContent Agreement” means the letter agreement regarding Fare Content, datedSeptember 10, 2003, between Worldspan and Northwest, as amended by theFirst Amendment to Letter Agreement and the Second Amendment to LetterAgreement, each dated as of May 1, 2004, by and between Worldspan andNorthwest.

“PrivateFare” means, with respect to any air carrier, a fare, together with associatedinventory, specially negotiated between that air carrier and a limited group oftravelers (or an organization or travel agency acting on behalf of such limitedgroup), where (a) the air carrier limits sales of the fare to the limitedgroup, and (b) there is a good faith effort to restrict access to the fareto the limited group (including, but not limited to, through passwords, codewords, or separate URLs for booking). For the avoidance of doubt, Private Fares include corporate fares, groupand meeting fares, tour/wholesaler/consolidator fares, military fares,government fares, charitable institution fares, negotiatedcorporate/agency/small business fares, net fares, and charter fares.

“Productsand Services” has the meaning specified in Section 2.1(c)(2).

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

“PubliclyAvailable Fare” means, with respect to any air carrier, a fare, together withassociated inventory, offered for sale by or on behalf of that air carrier tothe general public in the Territory, including the air carrier’s Web Fares andGDS Fares, but excluding its Private Fares, Promotional Fares, Opaque Fares,and Excluded Fares.

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

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

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

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

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[**]

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“Term”has the meaning specified in Section 1.1.

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

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

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

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

“Trip Manager” means Worldspan’s Internet-basedcorporate travel booking tool, as it may be modified by Worldspan from time totime, that allows a company’s authorized users to create, modify, and viewairline and other travel reservations made through the Worldspan GDS.

“TSABooking” means any booking for transportation on a Northwest Flight with respect to which, as of the AgreementDate, Northwest is not required to pay a booking fee to any GDS provider, suchas those bookings generated by Hotwire for Opaque Fares.

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

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

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

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

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

[**]

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

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**APPENDIXB**

**FinancialProvisions**

1.             [**] ProductBooking Fees.

(a)           [**] Worldspan Agencies.  Except for any [**] Bookings for which theBooking Fees are determined pursuant to the provisions of Section 1(c) ofthis Appendix B, the Booking Fees payable to Worldspan by Northwest for[**] Bookings generated by [**] Worldspan Agencies during the Term will be [**]

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[**].

(b)           [**] Worldspan Agencies.  Except for any [**] Bookings for which theBooking Fees are determined pursuant to the provisions of Section 1(c) ofthis Appendix B, the Booking Fee payable to Worldspan by Northwest foreach [**] Booking generated by [**]Agency during any ContractYear will be the applicable Booking Fee set forth in the following table, whichis based upon the[**] for that [**], as set forth in the following table:

[**]

(c)           [**] Bookings.  Notwithstanding the provisions ofSections 1(a) and 1(b) of this Appendix B, if, prior to any ContractYear, Northwest has provided Worldspan with a [**],[**] then the Booking Fees payable to Worldspan by Northwest for [**] for any[**] will be [**]

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[**]

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2.             [**] and [**]Booking Fees.  The Booking Feespayable to Worldspan by Northwest for [**] Bookings generated during the Termwill be [**]

[**]

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

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[**].

4.             Cancellation Fee. [**].

5.             [**]  [**]

[**]

6.             [**]  [**]

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[**]

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

8.             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.[**]

9.             Annual [**].  [**].

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**APPENDIXC**

**BookingFees [**]**

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**ATTACHMENTI TO APPENDIX C**

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