**Exhibit10.102**

**CONTENTAGREEMENT**

ThisContent Agreement, dated as of September 29, 2006 (the “Agreement Date”),is by and between Worldspan L.P., a limited partnership organized and existingunder the laws of Delaware, USA (“Worldspan”), and Delta Air Lines, Inc., acorporation organized and existing under the laws of Delaware, USA (“Delta”).

**RECITALS**

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

WHEREAS, Delta andWorldspan desire to create a long-term distribution arrangement that willprovide the Worldspan Agency Base with the ability to access content regardingDelta’s products and services and access enhanced content and merchandisingcapabilities in order to consistently serve the traveling public; and

WHEREAS,the Parties desire to provide Worldspan with the capability to offer optionalproducts providing access to enhanced content to the Worldspan Agency Base andDelta with the ability to reduce its distribution costs;

NOW,THEREFORE, in consideration of their respective undertakings hereunder, andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, and intending to be legally bound, Worldspan and Deltahereby agree as follows:

**ARTICLE1TERM AND DEFINITIONS**

1.1           Term.  The term of this Agreement (the “Term”) willcommence on October 1, 2006 (the “Effective Date”) and will continue until(i) June 30, 2013 or such later date to which the Term may be extended bymutual agreement of the Parties, or (ii) any earlier date upon which thisAgreement may be terminated in accordance with the provisions hereof ortermination of the PCA.  In the event oftermination of the PCA, then this Agreement shall also automatically terminateeffective at the same time as the PCA is terminated.  Except as expressly provided herein, the PCAremains in full force and effect.

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 are definedin the context in which they are used and will have the respective meaningsspecified there.

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**ARTICLE2DELTA CONTENT**

2.1           Delta Content Availability in theTerritory.  During the Term, andsubject to the provisions of this Agreement, Delta will provide to Worldspan,directly or indirectly, for distribution via the Worldspan GDS to applicableWorldspan Agencies in the Territory, at no additional charge to Worldspan or,except as specified in this Agreement, to any such Worldspan Agency, timely andcomplete access to, and the ability to generate Bookings from (except asprovided in the PCA and Section 5.7 of this Agreement), each of thefollowing types of Delta Content:

(a)           “GeneralContent”, which consists of such Delta Content as Delta designates from time totime in its sole discretion for distribution to the Worldspan Agencies then participatingin the General Access Product.

(b)           “FullContent”, which consists of all Publicly Available Fares [**] available in theTerritory for Delta Flights and related schedule information and access toinventory.  However, the Delta Contentmade available to any Worldspan Agency then participating in the SubscriptionAccess Product may include, in addition to Full Content, any [**] if and to theextent agreed to by Delta in its sole discretion.  Any distribution restrictions associated withany [**] included in such Delta Content, if any at Delta’s sole and absolutediscretion, will be provided to Worldspan by Delta, and Worldspan will makesuch Fares available only in accordance with the applicable restrictions,including, without limitation, which Worldspan Agency may access any suchFares.  The Full Content availablethrough the Worldspan GDS for any Worldspan Agency will include all PubliclyAvailable Fares [**], related schedule information and access to inventory thatDelta makes available for that Travel Agency [**].

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

(1)           AdditionalDelta Content.  Delta will provide aspart of Super Content the Delta [**], and Opaque Fares.  Delta will provide such [**] and Opaque Faresand related schedule information and access to inventory, together with anyassociated distribution restrictions, to Worldspan, and Worldspan will makesuch Fares available only in accordance with the applicable restrictions,including, without limitation, which Worldspan Agency may access any suchFares.

(2)           Merchandising andFunctionality.  Delta[**], may fromtime to time provide to Worldspan for access by Eligible Worldspan Agenciesparticipating in the Super Access Product (i) [**], and (ii) certainnew functionality that facilitates the user’s ability

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to transact business with the Delta Group, all in accordance with andsubject to the provisions of Section 5.2.

(3)           CompensationParity.  Delta will offer eachEligible Worldspan Agency participating in the Super Access Product theopportunity to receive compensation and benefits (including commissions andincentives) [**].  In addition, Deltawill offer each customer of the Eligible Worldspan Agencies participating inthe Super Access Product benefit opportunities [**].  If Delta offers any such opportunities toreceive compensation or benefits to any Eligible Worldspan Agency or customerin accordance with the above, the Eligible Worldspan Agency or customer, asapplicable, must accept such offer under the terms and conditions thereof,taken as a whole, [**].

The Parties will meet on an ongoing basis to reviewDelta’s provisioning of any product or services with its Super Content and anyproposed enhancements thereto that will make Super Content more attractive tothe Eligible Worldspan Agencies.

Delta agrees thatit has and will maintain sufficient authorization and approvals to provide suchinformation, access, and inventory on behalf of the Delta Group.  Delta, at its discretion, will make itsapplicable Fares to be provided pursuant to this Agreement available toWorldspan through the automated filing services provided by Airline TariffPublishing Company (ATPCO), Worldspan’s internal Private Fare product (which isan Internet-based system used to input Private Fares and associated rulesdirectly into the Worldspan GDS), or other standard industry proceduresmutually agreed to by Delta and Worldspan that do not impose significantadditional operating or other costs upon Worldspan or Delta.  For the avoidance of doubt, Delta’s provisionof Delta Content to Worldspan includes the polling of availability information[**].

2.2           Delta Content Availability Outsidethe Territory.  During the Term,Delta will provide to Worldspan for distribution via the Worldspan GDS toapplicable Worldspan Agencies outside of the Territory, at no additional chargeto Worldspan, [**] located outside the Territory in accordance with the termsand conditions of the PCA.

2.3           Distribution Parity.  In general and except as otherwise specifiedin this Agreement, in connection with the distribution of Delta Content,[**].  For purposes of the foregoing,(i) Worldspan Agencies participating in the Super Access Product [**]

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[**].  With respect to each of the following typesof Delta Content and the Worldspan Distribution Products offered to theWorldspan Agency Base within the Territory, [**] (except as provided in [**]:

(a)           Deltawill make General Content available to Worldspan for distribution to theWorldspan Agencies in the Territory [**].

(b)           Deltawill make Full Content available to Worldspan for distribution to the WorldspanAgencies in the Territory [**].

(c)           Deltawill make Super Content available to Worldspan for distribution to theWorldspan Agencies in the Territory [**].

The factors with respect to which Delta will providedistribution parity for each type of Delta Content as set forth in paragraphs(a), (b), and (c) above will include [**].

**ARTICLE3WORLDSPAN DISTRIBUTION PRODUCTS**

3.1           GeneralAccess Product.  At all times duringthe Term, Worldspan shall offer to the Worldspan Agencies in the Territory agenerally available distribution product (the “General Access Product”) thatprovides access only to Delta’s General Content (as it may be modified by Deltafrom time to time in accordance with the terms of this Agreement) to theWorldspan Agencies who elect to participate in the General Access Product.

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3.2           OptionalNew Distribution Products.  Inaddition to the General Access Product, [**], Worldspan shall offer to theWorldspan Agencies in the Territory two new optional Worldspan DistributionProducts, in accordance with and subject to the provisions of Sections 3.3and 3.5, respectively.  A WorldspanAgency, including all branches thereof, shall [**].

3.3           SubscriptionAccess Product.  Commencing as soonafter the Agreement Date as Worldspan determines it to be feasible, but in anyevent no later than September 30, 2006, and continuing throughout the Term[**], Worldspan will make available to Worldspan Agencies in the Territory anew optional distribution product (the “Subscription Access Product”) thatprovides access to Delta’s Full Content (as it may be modified by Delta fromtime to time in accordance with the terms of this Agreement) to the WorldspanAgencies who elect to participate in the Subscription Access Product.

3.4           ContentAccess Fee.  Delta retains the rightto, and nothing in this Agreement or the PCA shall preclude Delta from,charging any Worldspan Agency participating in either the General AccessProduct or the Subscription Access Product a Content Access Fee; provided,however, that [**].  Worldspan agrees thatit will not add any such Content Access Fee to the Fares displayed by theWorldspan GDS for any Delta Flight. Worldspan will cooperate with and assist Delta in connection with itsactivities relating to the Content Access Fee, including without limitationassisting Delta in invoicing and collecting any Content Access Fees.

3.5           SuperAccess Product.  Commencing as soonafter the Agreement Date as Worldspan determines it to be feasible, but in anyevent no later than September 30, 2006, and continuing throughout theTerm, Worldspan will make available to Worldspan Agencies in the Territory [**]a new optional distribution product (the “Super Access Product”) that providesaccess to Delta’s Super Content to the Worldspan Agencies who elect toparticipate in the Super Access Product. Delta agrees not to charge any Worldspan Agency participating inthe Super Access Product a Content Access Fee.

3.6           ImplementationPlan.  Within thirty days after theAgreement Date, appropriate representatives of the Parties will begin meetingto establish procedures, and estimate the resources required, for implementingthe arrangements contemplated by this Agreement.

3.7            Agency Classifications.  Inthe Billing Information Data Tapes (BIDT) provided to Delta each month duringthe Term, or via some other commercially reasonable method mutually acceptableto the Parties (such acceptance not to be unreasonably withheld or delayed),

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Worldspan shall indicate, for each Worldspan Agency generating Bookingsin the Territory during such month, [**] the Worldspan Distribution Product inwhich each such Worldspan Agency participated during such month, together withthe Bookings generated in the Territory by each such Worldspan Agency.

3.8           [**].  Subject to the following provisions of thisSection 3.8, Worldspan covenants and agrees not to provide any Delta Faresor inventory to any Worldspan Agency that is not authorized, in accordance withthe terms of this Agreement, to have access to such Fares or inventory.  In furtherance, and not in limitation, of thepreceding sentence, [**] such that each Worldspan Agency shall be able toaccess only the applicable Fares and inventory to which that Worldspan Agency isentitled.  The Parties will also developand implement reasonable operating procedures to support and effectuate such[**].  In connection with theimplementation of the content controls described above, the Parties agree asfollows:

(a)           [**].

(b)           [**].

(c)           [**].

(d)           [**].

If, at any time during the Term, Worldspan Agencies are repeatedly beingprovided access to Delta Fares or inventory to which the Worldspan Agencies arerespectively not entitled, and Worldspan does not resolve the problem within areasonable time after becoming aware of the problem, then [**].  With respect to any Booking generated by aWorldspan Agency on the basis of a Fare or inventory to which that WorldspanAgency is not entitled, [**].  However,otherwise and notwithstanding anything herein to the contrary, [**] inconnection with the provisions of this Section 3.8.

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**ARTICLE4FEE ARRANGEMENTS**

4.1           BookingFees in the Territory.  The BookingFees for Bookings generated in the Territory by Worldspan Agencies during theTerm will be as provided in Appendix B-1.

4.2           BookingFees Outside the Territory. During the Term, the Booking Fees for Bookings generated by WorldspanAgencies located outside of the Territory [**], which [**].

4.3           [**].  [**].

**ARTICLE5GENERAL PROVISIONS**

5.1           [**].  [**]

5.2           [**] and Functionality.  [**] or functionality, as

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contemplated bySection 2.1(c)(2) of this Agreement, the Parties will use commerciallyreasonable efforts to agree upon the terms and conditions (including, withoutlimitation, the associated costs or fees, if any, for any such opportunity orfunctionality) relating to any such [**] and functionality, as well as anydevelopment or other work that may be required in connection therewith, and theParties will take all commercially reasonable actions necessary to implementany such mutually agreed upon [**] or any such functionality as mutuallydetermined by the Parties.  However, theParties agree that (i) any delay in Worldspan’s ability to implement anynew [**] or functionality will not require Delta to delay the implementation ofthe opportunity or functionality for any other Distribution Channel,(ii) if the implementation of any new [**] functionality for Worldspan foraccess via the Worldspan GDS by the applicable Eligible Worldspan Agencies participatingin the Super Access Product would create additional costs for Delta, then Deltawill promptly notify Worldspan of those costs and the Parties will [**], and(iii) if the implementation of any new opportunity or functionality forWorldspan for access via the Worldspan GDS by the applicable Eligible WorldspanAgencies participating in the Super Access Product would [**].

5.3           Other Business Opportunities.  At least once during each calendar quarterduring the Term, appropriate representatives of Delta and Worldspan will meetto discuss the Delta Group’s distribution requirements and objectives and anyways in which Worldspan can assist Delta with respect to those requirements andobjectives.  If [**].

5.4           Improper Use of Delta Content.  In the event that either Party becomes awarethat a Worldspan Agency is improperly using, or failing to use, the DeltaContent provided by Worldspan, then that Party shall promptly bring such factto the attention of the other Party, and the Parties will reasonably cooperatewith each other with respect to causing the termination of any such improperuse of, or failure to use, such Delta Content.

5.5           Abusive [**].  Worldspan will use commercially reasonableefforts to eliminate abusive Booking action by Worldspan Agencies.  In addition, Worldspan agrees that it will[**].  Delta and Worldspan will worktogether to identify, and

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implement mutuallydeveloped best practices to reduce, any erroneous or abusive Booking practicesand behaviors by Worldspan Agencies.

5.6           [**].  Worldspan covenants and agrees that at alltimes during the Term during which Delta is in material compliance with itsobligations under Article 2 of this Agreement, [**].

5.7           Agency Accreditation.  The Parties acknowledge and agree that Deltaretains the right at all times (i) to remove or withhold ticketingauthority and/or accreditation to act on its behalf from any Worldspan Agency,and (ii) to limit point of sale booking capabilities of any WorldspanAgency.  Nothing in this Agreement or thePCA shall be interpreted as limiting (a) Delta’s rights under the AirlineReporting Corporation agency appointment agreement with respect to anyWorldspan Agency, or (b) Delta’s rights under any agreement or arrangementbetween Delta and any Worldspan Agency. If Delta removes or withholds ticketing authority or accreditation fromany Worldspan Agency, then Delta shall promptly give Worldspan notice thereofand Worldspan shall restrict that Worldspan Agency’s ability to issue ticketsfor which Delta is the validating air carrier until Delta reinstates thatWorldspan Agency’s ticketing authority and accreditation.

5.8           [**].  [**].

5.9           [**].  [**]:

[**]

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[**]

[**]

5.10         [**].  Duringthe Term, (i) Delta’s publicly announced policy will be that the WorldspanSuper Access Product is a preferred distribution product of the Delta Group inthe Territory and (ii) [**].

5.11         [**].  [**].

5.12         [**].  [**]

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[**].

5.13         PNR Sync Agreement.  Theterm and effectiveness of the PNR Sync Agreement will be extended until the endof the Term of this Agreement, [**].

5.14         [**].  Notwithstanding anything in this Agreement tothe contrary, the Parties acknowledge and agree that, except as provided in theremainder of this Section 5.14, [**].

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5.15         [**].  With respect to any [**] this Agreement, Worldspanagrees that it shall use such [**].

5.16         Auto Pricing Errors.  Notwithstanding anything herein or in the PCAto the contrary, the Parties agree that if Worldspan cannot accurately autoprice specific Fares according to Delta’s specifications, Delta may instructWorldspan to inhibit auto-pricing such Fares, and Worldspan agrees to usecommercially reasonable efforts to comply with such instructions unless anduntil it can demonstrate to Delta Worldspan’s ability to correctly auto-pricesuch Fares.  Delta agrees that it willcomply with industry-standard pricing practices and will file its pricingspecifications in automated rules data in accordance with ATPCO standards.  If [**]. Nothing else in this Agreement or the PCA shall be interpreted to prohibitDelta from debiting a Worldspan Agency in connection with auto-pricing errorsor from pursuing other available remedies against a Worldspan Agency.

**ARTICLE6TERMINATION 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 [**] 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           Termination due to Force MajeureEvent.  If a Force Majeure Eventsubstantially prevents one Party’s performance of its obligations pursuant tothis Agreement for a period of [**] or more consecutive days, then the otherParty may terminate this Agreement upon [**] days prior written notice to theaffected Party.

6.3           Remedies.  If either Party breaches, or threatens tobreach, any of its obligations in Article 2, Article 3, Article 4,Article 5 or Article 8, then the other Party may seek equitable relief,including, without limitation, injunctive relief, in any jurisdiction or courtof competent authority, without being required to go through the disputeresolution process set forth in Section 6.4 below, to preserve the status quoor prevent irreparable injury while the resolution of any related Dispute isbeing pursued through such dispute resolution process.

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6.4           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 promptly exercise reasonablebusiness efforts to resolve the Dispute at the operational level.

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

(c)           Ifthe senior executive officers do not resolve the Dispute within fifteen daysafter the request described in subsection (b), then, upon the writtenrequest of either Party, the Dispute will be settled through final, binding andconfidential arbitration in accordance with the then-current CommercialArbitration Rules of the American Arbitration Association.  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 retains the right to seek judicial assistance (i) tocompel arbitration; (ii) to obtain interim measures to preserve the statusquo or prevent irreparable injury pending arbitration; and (iii) toenforce any decision of the arbitrator, including the final award.

(d)           Notwithstandingthe existence of any Dispute or the fact that the dispute resolution proceduresset forth in this Section 6.4 have been or may be invoked, each Party willcontinue to perform its obligations under this Agreement, unless and until thisAgreement is terminated in accordance with the provisions of this Agreement.

**ARTICLE7REPRESENTATIONS AND WARRANTIES**

7.1           Representationsand Warranties of Worldspan. Worldspan represents and warrants to Delta as of the Agreement Date asfollows:

(a)           Organizationand Qualification.  Worldspan is aduly organized and validly existing limited partnership in good standing underthe laws of the State of Delaware and has the general partnership power andauthority to own, operate and use its assets and operate its business ascontemplated by this Agreement.

(b)           AuthorityRelative to this Agreement. Worldspan has the power and authority to execute and deliver thisAgreement and to consummate the transactions contemplated hereby in accordancewith the terms hereof.  The execution anddelivery of this Agreement and the consummation of the transactionscontemplated 

 

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hereby have been duly authorized by all necessarypartnership action on the part of Worldspan. This Agreement has been duly and validly executed and delivered byWorldspan and is, assuming due execution and delivery thereof by Delta, a validand binding obligation of Worldspan, enforceable against Worldspan inaccordance with its terms.

(c)           Compliance.  All services performed by Worldspan pursuantto this Agreement or otherwise shall be conducted in compliance in all materialrespects with all applicable statutes, orders, rules, regulations andnotifications, whether now in effect or hereafter promulgated, of allgovernmental agencies having jurisdiction over its operations, including, butnot limited to, the U.S. Department of Transportation.

(d)           NoConflict.* *Theexecution, delivery and performance by Worldspan of this Agreement do not andwill not (i) contravene or conflict with the limited partnership agreementof Worldspan; (ii) contravene or conflict with or constitute a violationof any provision of any law, statute, judgment, decree, order, rule orregulation of any governmental authority binding upon or applicable toWorldspan or any of its properties or assets; (iii) result in a violationor a breach of, or constitute a default or require any consent under or giverise to a right of termination, cancellation or acceleration of any right orobligation of Worldspan or to a loss of any benefit to which Worldspan isentitled under any provision of any note, bond, mortgage, indenture, lease,agreement, contract, obligation or other instrument to which the Worldspan isbound, or any license, franchise, permit or other similar authorization held byWorldspan; (iv) result in the creation or imposition of any liens in favor ofany third person or entity; or (v) constitute any event which, after notice orlapse of time or both, would result in such violation, breach, conflict,default, acceleration or creation or imposition of liens.

7.2           Representations and Warranties ofDelta.  Delta represents and warrantsto Worldspan as of the Agreement Date as follows:

(a)           Organizationand Qualification.  Delta is a dulyincorporated and validly existing corporation in good standing under the lawsof the State of Delaware and has the general corporate power and authority toown, operate and use its assets and operate its business as contemplated bythis Agreement.

(b)           AuthorityRelative to this Agreement.  Delta hasthe corporate power and authority to execute and deliver this Agreement and toconsummate the transactions contemplated hereby in accordance with the termshereof.  The execution and delivery ofthis Agreement and the consummation of the transactions contemplated herebyhave been duly authorized by all necessary corporate action on the part ofDelta.  This Agreement has been duly andvalidly executed and delivered by Delta and is, assuming due execution anddelivery thereof by Worldspan, a valid and binding obligation of Delta,enforceable against Delta in accordance with its terms.

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(c)           NoConflict.* *Theexecution, delivery and performance by Delta of this Agreement do not and willnot (i) contravene or conflict with the articles of incorporation ofDelta; (ii) contravene or conflict with or constitute a violation of anyprovision of any law, statute, judgment, decree, order, rule or regulation ofany governmental authority binding upon or applicable to Delta or any of itsproperties or assets; (iii) result in a violation or a breach of, orconstitute a default or require any consent under or give rise to a right oftermination, cancellation or acceleration of any right or obligation of Deltaor to a loss of any benefit to which Delta is entitled under any provision ofany note, bond, mortgage, indenture, lease, agreement, contract, obligation orother instrument to which the Delta is bound, or any license, franchise, permitor other similar authorization held by Delta; (iv) result in the creation orimposition of any liens in favor of any third person or entity; or (v)constitute any event which, after notice or lapse of time or both, would resultin such violation, breach, conflict, default, acceleration or creation orimposition of liens.

(d)           Bankruptcy.  The Parties acknowledge that Delta andcertain of its Affiliates (collectively, the “Debtors”) filed for bankruptcyprotection pursuant to chapter 11 of title 11 of the United States Code (the “BankruptcyCode”) on September 14, 2005, in the United States Bankruptcy Court for theSouthern District of New York (the “Bankruptcy Court”).  [**]

**ARTICLE 8**

**MISCELLANEOUS PROVISIONS**

8.1           Prior Agreement.  This Agreement is intended to be a supplementto 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 [**].  [**].

8.2           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

 

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entity unless thatother entity (i) acquires all or substantially all of the assets of theassigning Party, and (ii) either agrees, or by operation of law isrequired, to comply with and be bound by the provisions of this Agreement tothe same extent as the assigning Party. In connection therewith, the Parties agree as follows:

[**].

[**].

8.3           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 third party by such Partywithout the prior written consent of the other, except as may be required bylegal, accounting, or regulatory requirements. If a Party is required to disclose the other Party’s confidentialinformation by legal, accounting or regulatory requirements, then the receivingParty must (a) notify the disclosing Party of any actual or threateneddisclosure of which the receiving Party has knowledge, of any legal compulsionof disclosure, and of any actual legal obligation of disclosure immediatelyupon becoming so obligated and (b) cooperate with the disclosing Party’sreasonable, lawful efforts to resist, limit or delay disclosure.

 

 

 

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8.4           Public Communications.  Worldspan and Delta will jointly prepare oneor more press releases regarding the general subject matter of this Agreement,including the provision of Delta Content for Worldspan Agencies.  Notwithstanding the provisions ofSection 8.3, 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 certain DeltaContent described in this Agreement through the Worldspan GDS.

8.5           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.

8.6           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.

8.7           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 (a “Force Majeure Event”).

8.8.          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.

8.9           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.

8.10         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. Subject to the provisions ofSection 6.4, any judicial action or proceeding seeking to enforce anyprovision of, or based on any right arising out of, this Agreement may only bebrought in the courts of the State of Georgia in Fulton County, or, if it hasor can acquire jurisdiction, in the United States District Court for theNorthern District of Georgia, and each of the Parties hereto irrevocablyconsents to the exclusive jurisdiction of such courts (and of the appropriateappellate courts) in any such action or proceeding and waives, to the fullestextent permitted by law, any objection to venue laid therein.  Process in any action or proceeding referredto in the proceeding

 

 

 

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sentence may beserved on any party anywhere in the world. Each Party further agrees to waive any right to a trial by jury.

8.11         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.

8.12         No Third Party Beneficiaries.  No provision of this Agreement is intended toconfer any rights, benefits, remedies, obligations or liabilities hereunderupon any person or entity other than the Parties hereto and their respectivepermitted successors and assigns.

8.13         Limitation of Damages.  NEITHER PARTY SHALL BE LIABLE FOR ANYINCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, LOSTPROFITS, OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, BUT NOT INCLUDING ANY AMOUNTSPAYABLE PURSUANT TO THIS AGREEMENT, ARISING FROM THIS AGREEMENT OR ANY BREACHHEREOF.

8.14          Audit.  Either Party may, upon reasonable notice tothe other Party, at its discretion and expense, engage an independentthird-party auditor to (i) with respect to Delta, verify Worldspan’sreporting of Bookings, including which Worldspan Distribution Product was usedfor the Booking and whether the Booking was made by an Online Worldspan Agencyor a Traditional Worldspan Agency, and Worldspan’s obligations with respect toDelta confidential information and [**], and (ii) with respect to Worldspan,verify Delta’s compliance with the terms and conditions of Article 2 ofthis Agreement.  Any such auditor mustenter into a non-disclosure agreement with the other Party substantiallysimilar with the rights and obligations set forth in Section 8.3 of thisAgreement.  Each Party agrees to makerelevant information available to the auditor of the other Party, provided suchother Party reimburses the audited Party for any reasonable costs and expensesincurred with respect to such availability. Each Party shall be limited to conduct only one (1) audit per ContractYear, and no audit shall unreasonably interfere with the conduct of the auditedParty’s business.

8.15         Entire Agreement.  This Agreement, including the Appendicesattached hereto, and the PCA constitute the entire agreement and understandingof the Parties with respect to the subject matter hereof and supersedes allprior agreements and understandings with respect to such subject matter,including the Prior Content Agreement, which shall be terminated effective asof the Effective Date.  Notwithstandingthe foregoing, the PCA will continue to be in full force and effect as providedin Sections 1.1 and 8.1.

 

 

 

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IN WITNESS WHEREOF, eachof the Parties has caused this Agreement to be executed by its duly authorizedrepresentative as of the Agreement Date.
| **Delta Air Lines, Inc.** | **Worldspan, L.P.**                                |
|---------------------------|----------------------------------------------------|
|                      |                                               |
|                      |                                               |
| By:                       | /s/ Pamela  Elledge                                |   | By: | /s/ Ninan Chacko |   |
| Title:                    | Vice  President—Global Sales and Distribution |   | Title: | Chief Commercial Officer |   |

 

 

 

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**APPENDIX A**

**Definitions**

“Affiliate”means, with respect to an Person, any other Person that, directly orindirectly, owns or controls that Person, is owned or controlled by thatPerson, or is under common ownership or control with that Person, where “ownership”means owning fifty percent or more of the controlling interest in an entity,and “control” means the ability to direct the management or affairs of aPerson.

“AgreementDate” has the meaning 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 Delta 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-

 

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segmenttrip with connecting flights will constitute two Bookings, and multiplepassengers within the same PNR segment will constitute multiple Bookings.

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

“Cancellation” means a Booking that is canceled bythe applicable Worldspan Agency through the Worldspan GDS prior to the date ofdeparture for that Booking.

[**]

“Content Access Fee”means a fee that Delta charges a Person in connection with accessing and/orgenerating bookings from Delta Content.

“Contract Year” means a twelve-month period commencingon September 1, 2006 or any anniversary thereof, but only that portion ofany such twelve-month period as occurs during the Term.

[**]

[**]

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

“DeltaContent” means Fares for Delta Flights, together with related scheduleinformation and associated access to inventory and seat availability, andcorresponding information for any other products or services, if any, providedby the Delta Group.

“DeltaFlight” means any scheduled air transportation that is marketed or operated by,and using the air carrier designator code of, Delta or any of its Affiliates.

“DeltaGroup” means Delta and its air carrier Affiliates.

“Delta Internet Site”means an Internet site branded predominantly under Delta’s or its Affiliate’strademarks, service marks or trade names which contains information about theschedules, Fares and seat inventory of Delta Flights, and provides Delta’scustomers with the

 

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ability to review,make reservations for, or purchase air transportation services offered by theDelta Group.

“Designated Codeshare” means, for any given aircarrier and except as the Parties may otherwise agree, another air carrier that(i) operates flights that are marketed using the air carrier designatorcode of the given air carrier, and (ii) has an arrangement with the givenair carrier pursuant to which the booking fees associated with bookings onthose flights that are incurred by the given air carrier, as the marketingcarrier, may be rebilled or passed through to the other air carrier, as theoperating carrier.  The Parties agreethat (x) the air carriers listed in Section 1(a) of Appendix Dare Designated Codeshares for Delta asof the Agreement Date, but none of the air carriers listed in Section 1(b)of Appendix D will beconsidered a Designated Codeshare for Delta unless and until the Partiesmutually agree to consider it such a Designated Codeshare, and (y) Deltais a Designated Codeshare for the air carriers listed in Section 2 ofAppendix D as of the Agreement Date.

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

“Dispute” has the meaning specified inSection 6.4.

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

“Effective Date” has the meaning specified inSection 1.1.

“Eligible Worldspan Agency” means each WorldspanAgency, including ARC-accredited and non-ARC-accredited agencies, that, at theapplicable time, is accredited by Delta through the granting of ticketingauthority, or otherwise has booking authority, in the Territory.

[**]

“ExternalDistribution Channel” means a channel for the distribution of Delta Contentthat is not an Internal Distribution Channel, including any (i) GDS inwhich Delta is a participant, or (ii) Direct Connect with a direct connectionto Delta’s internal reservations system.

“Fare”means the price charged by Delta for air travel, together with the necessaryfare rules, tariffs and construction principles applicable thereto.  For the avoidance of doubt, a Fare shall notinclude (i) any fee or surcharge imposed by Delta on any person or entitydistributing or selling such Fare to the consumer or user of such Fare, or (ii)any frequent flyer program miles or other loyalty benefit provided by Delta tothe purchaser or user of such Fare.

“ForceMajeure Event” has the meaning specified in Section 8.7.

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

 

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“GDS” means a globaldistribution system operated by [**] each as of the Agreement Date, or anysimilar system offered to subscribing Travel Agencies that provides aggregatedinformation about the schedules, fares, or availability of the products andservices of multiple air carriers and enables such subscribing Travel Agenciesto make reservations and issue tickets for such products and services.  [**]

“GeneralAccess Booking” means a Bookinggenerated in the Territory by a Worldspan Agency that is then a participant inthe General Access Product.

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

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

[**]

[**]

“InternalDistribution Channel” means (i) Delta’s reservations or sales personnel,(ii) the internal reservations system used by Delta, (iii) any DeltaInternet Site, and (iv) any publicly accessible Internet web site branded underthe global airline alliance of which Delta is a member as of the applicabletime.

“InternetChannel” means any Internet web site, other than a Delta Internet Site, thatderives [**] or more of its revenue from the sale of travel products orservices to consumers.

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[**]

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

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

“OpaqueFare” means, with respect to any air carrier, a Private Fare, together withrelated schedule information and associated access to 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 fare has been made,there is no disclosure of (a) the air carrier identity, and (b) atleast one of the following: (i) the exact time of departure, or(ii) the exact time of arrival.

[**]

[**]

[**]

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[**].

“Party”means each of Delta and Worldspan.

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

[**]

“Person”means any individual, firm, corporation, company, partnership, association,limited liability company, joint-stock company, trust, unincorporatedorganization or other entity.

“PNRSync Agreement” means the PNR Sync Agreement, dated December 3, 2003, betweenWorldspan and Delta.

[**]

“PriorContent Agreement” means, collectively, the letter agreement regarding farecontent, dated December 3, 2003, between Worldspan and Delta and theOnline Full Content Agreement, dated as of June 22, 2004, between Worldspan andDelta.

[**]

[**]

“PubliclyAvailable Fare” means, with respect to any air carrier, a fare, together withrelated schedule information and associated access to inventory, offered forsale by or on behalf of that air carrier to the general public in theTerritory, including its Web Fares but excluding all of its Unpublished Fares.

“SubscriptionAccess Booking” means a Bookinggenerated in the Territory by a Worldspan Agency that is then a participant inthe Subscription Access Product.

 

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

“SuperAccess Booking” means a Booking generated in the Territory through the SuperAccess Product by a Worldspan Agency that is then a participant in the SuperAccess Product.

“SuperAccess Product” has the meaning specified in Section 3.5.

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

[**]

[**]

“Term”has the meaning specified in Section 1.1.

“Territory”means (i) the 50 United States and the District of Columbia, (ii) the U.S.Virgin Islands, and (iii) Puerto Rico.

“TraditionalTravel Agency” means any Travel Agency [**].

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

“TravelAgency” means a Person that books, sells, or fulfills the products or servicesof 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 Delta Flight with respect to which Delta is not requiredto pay a booking fee to any GDS provider, whether pursuant to an agreementreached prior to the Effective Date or during the Term.

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                “Web Fare” means, with respect to any air carrier, afare, together with related schedule information and associated access toinventory, that is made available to the public by that air carrier through theprimary internal Internet web site owned, operated or controlled by such aircarrier, and with respect to Delta, are filed under a ticket designator codebeginning with WP or WN, or such other designator code as may be provided toWorldspan by Delta from time to time.  However,an air carrier’s Web Fares do not include its Private Fares, Promotional Fares,or Opaque Fares.

[**]

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

“WorldspanAgency” means, as of any time, any Travel Agency or other Person (including thehome agency and all branches thereof) that at that time uses the Worldspan GDSto shop for, price, book, sell, or fulfill the products or services of travelsuppliers or to enable end users to shop for, reserve, book, and pay for theproducts and services of travel suppliers. For the avoidance of doubt, “Worldspan Agency” includes both TraditionalWorldspan Agencies and Online Worldspan Agencies.

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

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

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

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**APPENDIX B-1**

**FinancialProvisions for Bookings within the Territory**

1.             [**] Booking Fees.

(a)           [**] Agencies. Subject to the provisions of Section [**].

(b)           [**] Worldspan Agencies.  Except for any [**] Online Bookings for whichthe Booking Fees are determined pursuant to the provisions of Section 1(c)of this Appendix B-1, (i) the Booking Fee payable to Worldspan byDelta for each [**] generated by [**] generated by any other [**] during anyContract Year will be the applicable Booking Fee set forth in the followingtable, which is based upon the [**], as set forth in the following table:

[**]

[**]

(c)           [**] Bookings. Notwithstanding the provisions of [**]

 

 

 

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[**] is adjusted as a resultof that transaction.

2.             General [**] Fees.  [**].

3.             [**] Bookings.  Notwithstanding the provisionsof Section [**]

[**]

[**] is adjusted as a result of that transaction.

4.             [**]

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[**].

5.             [**].  [**]

6.             Operating CarrierBilling.  Notwithstanding theforegoing, the Parties acknowledge and agree as follows:

(a)           With respect to bookings, [**] generated in the Territorythrough any Worldspan Distribution Product for travel on any flight that ismarketed using the air carrier designator code of Delta or any of itsAffiliates, but is operated by another air carrier that is a DesignatedCodeshare for Delta and is then a party to a Participating Carrier Agreementwith Worldspan, Worldspan will bill the operating air carrier, rather thanDelta, for the booking fees associated with those bookings, which booking feeswill be determined in accordance with the provisions of the operating aircarrier’s Participating Carrier Agreement, as then amended or supplemented.

(b)           With respect to bookings, [**] generated in the Territorythrough any Worldspan Distribution Product for travel on any flight operated byDelta (or any of its Affiliates) that is marketed using the air carrierdesignator code of another Super Content Airline for which Delta is aDesignated Codeshare, Worldspan will bill Delta, rather than the other SuperContent Airline, for the booking fees associated with those bookings, whichbooking fees will be determined in accordance with the provisions of thisAgreement.

In connection with the provisions of this Section 6, Delta agrees toprovide Worldspan promptly after the Agreement Date written confirmation of,and to thereafter give Worldspan prior written notice of any change in,(i) each other air carrier that is a Designated Codeshare for Delta, aswell as the flight number ranges under Delta’s (or its Affiliate’s) air carrierdesignator code that are used for flights operated by the Designated Codesharethat are marketed under Delta’s (or its Affiliate’s) air carrier designatorcode, and (ii) each other air carrier for which Delta is a DesignatedCodeshare, as well as the flight number ranges under the other air carrier’sair carrier designator code that are used for flights operated by Delta thatare marketed under such other air carrier’s air carrier designator code.

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7.             InvoiceReconciliation.  If, despiteWorldspan’s good faith efforts to accurately prepare each monthly invoice, itis subsequently determined that the actual amount payable by Delta for anymonth differs from the amount previously invoiced by Worldspan for that month,then the applicable Party will promptly make any additional payments, orissue any refunds or credits, that may be necessary to reconcile the amountpreviously invoiced for that month with the actual amount payable for thatmonth.

8.             Time of Payment. Any amounts to which either Party is entitled pursuant to thisAppendix B-1 will be payable in accordance with the payment proceduresthat the Parties use for amounts payable under the PCA.

9.             Cancellation Fees.  [**]

10.           [**].        [**]

11.           [**].        [**]

12.           [**].        [**]

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**APPENDIX B-2**

**FinancialProvisions for Bookings outside of the Territory**

[**]

 

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**APPENDIX C**

**DesignatedCodeshares**

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