Exhibit 10.20


	
  (I-2ZQH1)

  	
   

  
	
  CUSTOMER PROFILE

  	
  CONTRACT NO. 180405 - 000

  
	
   

  	
  HOME
  OFFICE LOCATION PSEUDO 102V

  
	
   

  	
   

  



 


TO BE COMPLETED BY
SUBSCRIBER:


	
  Subscriber’s Official Name

  	
  Cheap Tickets/TNI.com

  
	
  D/B/A (Doing Business As)

  	
  CheapTickets.com

  
	
  Address (Main Office)

  	
  7 Sylvan Way

  
	
  City, State, Zip Code

  	
  Parsippany, NJ 07054

  
	
  County

  	
  Morris

  	
  Email Address

  	
  Evans.Gebhardt@Cendant.com

  
	
  Phone Number

  	
  973-496-7486

  	
  Fax Number

  	
  973-496-0206

  
	
  Business Entity:

  	
  o Corporation

  	
  o Limited
  Liability Company

  	
  o Partnership

  
	
   

  	
  o Sole
  Proprietorship

  	
  x Other
  (describe)

  	
  Part of Cendant Corp.

  
	
  State of Incorporation or
  Partnership Formation

  	
  Cendant Corp. is
  Incorporated in Delaware

  
	
  ARC Number (Main Office)

  	
  44-56242-0

  	
  Tax I.D. Number

  	
  CheapTickets - 99-0338363

  
	
  Landlord Name

  	
  N/A

  	
  Landlord Phone Number

  	
  NA

  	
   

  	
  Trip Network, Inc. f/k/a
  Travel Portal Inc. 22-3768144

  
							



 


PRINCIPALS (List
Owners/Officers/Partners/Etc.; Attach Additional Page if Necessary)


	
  1.

  	
  Mr./Ms.

  	
  N/A

  	
  Social
  Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home
  Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
  2.

  	
  Mr./Ms.

  	
  N/A

  	
  Social
  Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home
  Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  
	
  3.

  	
  Mr./Ms.

  	
  N/A

  	
  Social
  Security No.

  	
   

  
	
   

  	
  Title

  	
   

  	
  Home
  Phone

  	
   

  
	
   

  	
  Home Address

  	
   

  



 


BILLING ADDRESS


x Check here if same address
as Main Office above and indicate contact name below.


	
  Street Address:

  	
   

  	
   

  
	
  City/State/Zip:

  	
   

  	
   

  
	
  ATTN:

  	
  Mr. Evans Gebhardt

  	
   

  



 


Please provide Apollo Galileo USA Partnership
written notice, as specified in

the notices section of the Agreement, of any changes to this information.


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SUBSCRIBER
SERVICES AGREEMENT


This Subscriber Services Agreement (“Agreement”) is entered into
between the individual or entity specified on the Customer Profile (“Subscriber”)
and Apollo Galileo USA Partnership (“Galileo”), a Delaware partnership with its  principal office at 7 Sylvan Way,
Parsippany, NJ 07054.


1.                          DEFINITIONS


A.                     “Booking”
means a reservation that meets all of the following criteria and is made for
the services of an air, car, hotel, cruise or tour vendor that participates in
the System at a full service level:


•                             is
made by Subscriber or a Client User directly via the System


•                             results
in a full service participation fee payable by the vendor to Galileo
International, Inc. or any of its subsidiaries (“Participation Fee”)


•                             is
not speculative, duplicative, fictitious, or made solely for the purpose of
achieving productivity-based booking objectives


•                             is
not a passive air, car, hotel, cruise or tour booking


•                             with
respect to a cruise or tour booking, has been made via LeisureShopper®,
including e-Cruise


•                             with
respect to an Internet booking, (a) has been made through (a) pseudo city code
included under this Agreement; and (b) has not been made via e-Agent, other
than an e-Cruise booking as identified above


For all calculations of Bookings under this Agreement,
cancellations will be deducted from the total. Further, each Booking made by
Subscriber using LeisureShopper will constitute three Bookings. For purposes of
this definition, “full service level” means the highest level of participation
in the System available to the vendor. Galileo reserves the right to modify
this definition from time to time upon the introduction of new or revised
vendor participant offerings.


B.                       “Client
User” means a third party for whom Subscriber provides travel-related services
via a System installation at such third party’s premises and whose use of the
Services is authorized and governed by this Agreement.  A Client User may not include any ARC
appointed travel agency or a vendor of a computerized reservation system.


C.                       “Documentation”
means all manuals, operating procedures, instructions, guidelines, and other
materials provided by Galileo to Subscriber, including electronic formats.


D.                      “Location”
means the premises at which Services are provided by Galileo to Subscriber.


E.                        “Services”
means all software provided hereunder (“Software”), all hardware provided
hereunder (“Hardware”), access to a computerized reservation system (“System”),
support, and such other services provided to Subscriber by Galileo.


F.                        “Services
Summary” means the attachment hereto which identifies the Services to be
provided by Galileo to Subscriber in accordance with the terms of this
Agreement.


G.                       “Transaction”
means a message accessing the System that is transmitted by Subscriber or a
Client User.


2.                          PROVISION
OF SERVICES


Subscriber has requested and, pursuant to the terms
and conditions of this Agreement, Galileo will provide to Subscriber the
Services, which Services shall include a license to use the Software. Galileo
owns or properly licenses each of the Services and is authorized to distribute
the Services to Subscriber. Galileo will deliver and install the Hardware and
provide access to the System, provided that Subscriber has, at its own expense,
made any construction, wiring or other modification necessary to install and
connect the Services. At Subscriber’s request and upon Galileo’s approval,
additional Services may be provided by Galileo, whereby all terms of this
Agreement shall apply to such additional Services.


 


 


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3.                          USE
OF SERVICES


A.                     Subscriber
has no ownership, right or title in or to any Services, and may not remove
identifying marks from the Services or subject same to any lien or encumbrance.
Subscriber will utilize the Services strictly in accordance with the
Documentation. Prohibited uses include making speculative, duplicative or  fictitious bookings, and any other use
which is not in accordance with the provisions of this Agreement and the
Documentation. Subscriber must limit access to the Services to its employees,
agents, contractors and Client Users having a need for such access (each an “Authorized
User”) and may not disclose or make the Services, including System displays,
available to any other third party, or train any other third party in the
operation of the Services. Subscriber is responsible for ensuring that the
Authorized Users adhere to all terms of this Agreement and shall be liable to
Galileo in the event that an Authorized User violates any term hereof.


B.                       Galileo
will provide repair and maintenance services for the Hardware. Subscriber is
prohibited from performing repair and maintenance on the Hardware itself or
through a third party. Subscriber may not install third-party devices within
the Hardware. Subscriber shall be responsible for all costs and expenses of
repair required for any reason other than ordinary, authorized use. Subscriber
may not disconnect the Services without Galileo’s prior consent.


C.                       Galileo may
enhance, modify or replace (collectively “Update”) any of the Services at any
time. If Subscriber elects to use an Update, such use shall constitute its
agreement to abide by the terms and conditions pertaining to such use as
established by Galileo. Subscriber acknowledges that there may be instances
where Subscriber is required by Galileo to use an Update; provided, however, in
such event, Galileo agrees that there shall be no additional charge to
Subscriber for its use of such Update.


D.                      Subscriber
shall obtain, install on all Galileo-provided and Subscriber-provided hardware,
and maintain, at its expense, up-to-date computer virus detection software.


4.                          PRODUCT-SPECIFIC
PROVISIONS


The following provisions shall apply when Subscriber
elects to license the product specified or operate in the manner specified.


A.                     Subscriber-Provided
Communications Access. If Subscriber elects to access the System via its
own Internet communications method (“User Access”), such as DSL, dial-up phone
line, ISDN or cable access, then Subscriber is responsible for obtaining,
installing, supporting, and maintaining all components of the User Access and
paying all charges assessed by the communications provider. Subscriber
acknowledges that, in order to minimize unauthorized access to the system and
the data contained therein, Galileo recommends that Subscriber establish a
firewall, in which case Subscriber shall configure such firewall in accordance
with documentation supplied by Galileo upon Subscriber’s request. Subscriber
further acknowledges that accessibility and response times may vary, depending
upon the capacity and connectivity of its selected communications provider.
Galileo shall license to Subscriber the appropriate Software for each Location,
but shall have no responsibility whatsoever with respect to the User Access,
including, but not limited to, the performance or reliability of the User
Access.


B.                       Subscriber-Provided
Equipment. If Subscriber elects to install and use its own hardware and
local area network (LAN) operating environment to access the System, then the
following shall apply:


(i)                        Subscriber
may copy the applicable Software for its internal use only and may install it
on an unlimited number of Subscriber workstations. The number of users who may
concurrently access the System at a Location is equal to the number of global
terminal identifiers (“GTID’s”) licensed by Subscriber from Galileo for that
Location, as set forth on the Services Summary.


(ii)                     Subscriber is
responsible for obtaining, implementing, installing, supporting, and
maintaining the LAN, the LAN operating system, the workstation operating
system, and all hardware and other software required to utilize the Services,
but which is not provided by Galileo, and for all expenses related thereto. At
Subscriber’s request and upon Galileo’s approval, support services for the
foregoing may be available from Galileo, at Subscriber’s expense.


 


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C.                        Remote
Users. If Subscriber elects to allow employees or clients (“Remote Users”)
to access the System from a remote location via User Access, as  defined in Section 4.A above, then, in
addition to the terms set forth in Section 4.A, the following shall apply.


(i)                       Subscriber
must ensure that each Remote User secures the appropriate hardware and software
necessary to access the System in accordance with the Documentation.


(ii)                    Subscriber is
responsible for (a) installing the applicable Software; (b) training each of
its Remote Users; and (c) ensuring that all Remote Users have adequate
expertise in all areas of the System functionality necessary to utilize the
Software. In addition, Subscriber must obtain, install and configure its
selected browsing and e-mail packages. Galileo will not provide Remote Users
any training or support.


(iii)                 Galileo reserves
the right to discontinue Remote Users’ access to the System upon 30 days’ prior
written notice to Subscriber.


D.                       Second
PVC. If Subscriber desires a second PVC (permanent virtual circuit) for
non-System transactions, including, but not limited to, Internet access and email
(collectively, “value-added services” or “VAS”) transactions, then the
following shall apply.


(i)                       Subscriber
is responsible for acquiring the software and other products required to meet
Subscriber’s needs for VAS functionality and for all expenses related thereto.


(ii)                    Subscriber
expressly acknowledges that Galileo’s support responsibility is limited to the
communications line. Galileo has no liability whatsoever with respect to
Subscriber’s use of VAS, including, but not limited to, access to the Internet,
email functionality, other software used by Subscriber, and computer viruses.


(iii)                 Subscriber shall
advise Galileo of the committed information rate (CIR) it desires. If, due to
increased usage or other reasons, Subscriber elects to increase the CIR,
Galileo will provide such increased CIR subject to Subscriber’s agreement to
the applicable increase in charges.


E.                         Selective
Access/Global Access. Galileo will license to Subscriber Selective Access
and, if desired, Global Access, whereby Subscriber may authorize another
Galileo subscriber to access the client records entered into the System by
Subscriber; provided, however, Galileo shall have no responsibility or
liability whatsoever with respect to such authorization or access.


F.                         GlobalWare
Software. Galileo will license GlobalWare Software to Subscriber for use by
Subscriber’s employees in performing certain administrative travel agency
management and reporting functions.


(i)                       Subscriber
will not place a single-user version of GlobalWare Software on a file server in
a local area network environment. If Subscriber desires multiple-user access to
GlobalWare Software, Subscriber must (a) license the multi-user version of
GlobalWare Software from Galileo; (b) advise Galileo of the number of users
that will use the GlobalWare Software concurrently; and (c) advise Galileo if
such number of users changes during the term of this Agreement.


(ii)                    Subscriber
must ensure that its own hardware used in conjunction with the GlobalWare
Software meets the specifications recommended by Galileo, which may change from
time to time.


(iii)                 Subscriber is
responsible for the supervision, management, and control of Subscriber’s use of
the GlobalWare Software, including, (a) assuring proper machine configuration,
program installation, audit controls, and operating methods; (b) establishing
adequate backup plans; and (c) implementing sufficient procedures and
checkpoints to satisfy its requirements for security, accuracy of input and
output, and recovery in the event of malfunction.


G.                        Managed
VPN (Virtual Private Network). If selected by Subscriber, Galileo will
obtain for Subscriber business-grade DSL Internet access and will manage the
availability of such access by monitoring the connection on a 24x7


 


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basis. Subscriber acknowledges that subsequent to the
execution of this Agreement, the DSL-provider selected by Galileo shall make an
onsite visit to the applicable Location(s) in order to determine the
availability of the appropriate DSL functionality. In the event that the
DSL-provider determines that appropriate DSL functionality is not available at
the Location for any reason, then Subscriber shall advise Galileo of its
desired alternative access method and this Agreement shall be amended to modify
the Services and applicable charges set forth on each Services Summary hereto.


5.                          CHARGES


A.                     The charges
payable under this Agreement are set forth an the attachments hereto. Payments
due under this Agreement will be paid within 30 days of invoice date.
Subscriber will reimburse Galileo for all taxes and other governmental
assessments incurred in the provision of Services by Galileo. Past due balances
will accrue interest at the rate of 11⁄2% per month compounded or the maximum
rate permitted by law, whichever is less. Payments returned for insufficient
funds or any other reason will be assessed Galileo’s current fee  therefor.


B.                       All
communications concerning disputed invoiced amounts must be made in writing and
received by Galileo within 60 days of invoice date to Galileo International,
ATTN: Billing Department, 7 Sylvan Way, Parsippany, NJ 07054. Any invoice not
disputed as specified herein within such 60-day period will be conclusively
deemed correct.


C.                       Subscriber
shall be liable for and agrees to reimburse Galileo for all costs incurred by
Galileo to collect from Subscriber past due amounts which have accrued under
the Agreement. All charges related to communications lines are subject to
increases; provided, however, such increases will not exceed 10% per calendar
year.


6.                          LICENSE
RESTRICTIONS


Subscriber may not copy, reproduce or duplicate the
Software or Documentation or any portion thereof, except to the extent
reasonably necessary for backup purposes. Subscriber may not modify, alter,
disassemble, reverse assemble, reverse compile, or reverse engineer the
Software or any portion thereof. The Software is the proprietary information
and trade secret of Galileo or its licensors. All licenses for Software
terminate upon expiration or any termination of the Agreement.


7.                          RISK
OF LOSS


Subscriber accepts full responsibility for loss of or
damage to the Hardware and, in the event of any such loss or damage, Subscriber
must pay Galileo the insurance value therefor, as specified on the Services Summary.


8.                          THIRD
PARTY PRODUCTS


Galileo has no liability whatsoever with respect to
any product that is not provided by Galileo and is used by Subscriber in
conjunction with the Services (“Third Party Product”). Subscriber shall
indemnify and hold harmless Galileo for all liabilities, costs and expenses
resulting from or related to a Third Party Product. If Subscriber’s use of a
Third Party Product adversely affects the use of the System by other customers
of Galileo, then Galileo may require that Subscriber discontinue its use of
such Third Party Product until it can demonstrate that it has resolved the
adverse effect.


9.                          WARRANTIES


A.                     Galileo
represents and warrants that: (i) it is the owner or authorized licensee of the
Software; (ii) it has the right to provide the Services to Subscriber; and
(iii) it shall use commercially reasonable efforts to maintain the availability
of the System.


B.                       This
warranty shall be null and void if Subscriber (i) fails to use the Services in
accordance with the Documentation and this Agreement; (ii) fails to use
required Updates; or (iii) makes any unauthorized change to the Services.
Furthermore, Galileo shall have no liability to Subscriber whatsoever if
Subscriber’s use of a Third Party Product proximately causes the failure of
performance under Section 9.A.


 


 


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C.                       GALILEO
(i) MAKES NO OTHER WARRANTY WITH RESPECT TO THE SERVICES OR ANY PRODUCTS OR
SERVICES PROVIDED BY GALILEO; (ii) MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO
THIRD PARTY PRODUCTS; AND (iii) EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.


D.                      Subject to
Section 9.B, in the event of a claim by a third party against Subscriber due
solely to an alleged breach of a warranty set forth in Section 9.A(i) or
9.A(ii), Galileo will defend Subscriber and hold Subscriber harmless against
such claim; provided that (i) Subscriber notifies Galileo of such claim within
30 days after it becomes aware of the claim; (ii) Galileo controls the defense
and any settlement of such claim; and (iii) Subscriber cooperates in Galileo’s
defense of the claim. Furthermore, if Galileo is found to be in breach of a
warranty set forth in Section 9.A, Galileo shall, at its option and expense,
modify or replace the component of the Services causing the breach or, in the
case of a breach of Section 9.A(i) or 9.A(ii), may instead obtain for
Subscriber the right to continue to use such component of the Services.


E.                        The
remedies available under this Section 9 are exclusive of any other remedy
provided for in this Agreement or any other remedy, now or hereafter existing
at law, in equity, by statute or otherwise for breach of Section 9.A.


F.                        Subscriber
represents and warrants that: (i) each Location is owned or controlled by
Subscriber and that Subscriber has the authority to enter into this Agreement
on behalf of each such Location or, in the event that Services are provided at
a Client User Location, Subscriber has been authorized by such Client User to
install the Services at its premises; and (ii) no written or oral
representation or warranty made or information furnished by Subscriber to
Galileo, including the Customer Profile, contains any untrue statement of
material fact.


10.                    LIMITATION
OF LIABILITY


Except for the specific remedies provided for in
Sections 9 and 12 hereof, Galileo shall not be liable to Subscriber under
contract law or in tort for (and Subscriber hereby waives and releases Galileo,
its owners, officers, directors, employees, agents, successors and assigns
from) all obligations, liabilities, rights, claims, damages and remedies of
Subscriber, arising by law or otherwise, due to any defects, errors,
malfunctions, performance, failure to perform, use of the Services (or any part
thereof), interruptions of Services, or acts of Galileo’s agents or subcontractors.
Further, without limiting the generality of the foregoing, Galileo shall not in
any case be liable for lost business, lost revenue, lost profits, lost data,
lost savings or any economic loss or damage of any kind or nature, including
any other direct, indirect, incidental, special or consequential damages.


11.                    TERM;
TERMINATION


A.                     The term of
this Agreement is as specified on the Custom Terms and Conditions Attachment
hereto.


B.                       If either
party becomes insolvent; if a receiver of a party’s assets is appointed; if a
party takes any step leading to its cessation as a going concern; or if a party
ceases to do business or otherwise ceases or suspends operations for reasons
other than an event of force majeure, then the other party may immediately terminate
this Agreement on written notice or may require that certain conditions are met
in order to avoid such termination.


C.                       If either
party (the “Defaulting Party”) fails to perform or observe any of its material
obligations hereunder, and such failure continues for a period of 30 business
days after written notice from the other party (the “Insecure Party”) (except
in the case of any payments due by Subscriber where the period to cure such
nonpayment shall be five days after notice and except in any circumstance where
a cure is impossible in which case there shall be no cure period) then the
Insecure Party may immediately terminate this Agreement. If Subscriber is the
Defaulting Party hereunder, then, without prejudice to any other rights or
remedies of Galileo, including the right to recover liquidated damages, all or
any of the rights of Subscriber under this Agreement may, at the option of
Galileo, be terminated, reduced or restricted.


D.                      Notwithstanding
anything to the contrary in this Agreement, provisions which by their nature
and intent should survive expiration or termination, including, but not limited
to, those related to confidentiality, liquidated damages, Software license
restrictions, and risk of loss, shall so survive.


 


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E.                        If
Galileo terminates this Agreement pursuant to this Section 11, or if Subscriber
terminates this Agreement other than pursuant to this Section 11 or Section 17
hereof, then Subscriber shall pay to Galileo all amounts of promotional support
as specified on the Services Summary.


12.                    INDEMNIFICATION


A.                     Each party (“Indemnitor”)
shall indemnify and hold harmless the other party, its owners, officers,
directors, employees, agents, successors and assigns (each an “Indemnitee”),
against and from third party liabilities, including reasonable attorneys’ fees,
costs and expenses incident thereto, which may be incurred by an Indemnitee
solely by reason of any injuries or deaths of persons, or the loss of, damage
to, or destruction of property, including loss of use thereof, arising out of
or in connection with any act, failure to act, error or omission of the
Indemnitor, its officers, directors, employees, agents or subcontractors in the
performance or failure of performance of its obligations under this Agreement.


B.                       Subscriber
shall indemnify and hold harmless Galileo, its owners, officers, directors,
employees, agents, successors and assigns, against and from any and all third
party liabilities, including reasonable attorneys’ fees, costs and expenses
incident thereto, which may be incurred by Galileo solely as a result of
Subscriber’s use of the Services, including, without limitation, fraudulent
bookings, unintended errors, or incorrect information.


13.                    DAMAGES


A.                     If Galileo terminates
this Agreement pursuant to Section 11 hereof, or if Subscriber terminates this
Agreement other than pursuant to Section 11 or Section 17 hereof, then
Subscriber shall pay to Galileo liquidated damages as follows: (i) 80% of the
Monthly Fixed Charges, as specified on each Services Summary hereto, multiplied
by the number of months remaining under the term of this Agreement (“Remaining
Months”); plus (ii) 80% of the product of the total amount of Variable Charges
billed during the month preceding termination multiplied by the Remaining
Months; plus (iii) reimbursement of all amounts waived or discounted by Galileo
prior to the termination; plus (iv) Galileo’s then-current Deinstallation
Charge for removal of Services; plus (v) all past due amounts which have
accrued under this Agreement.


B.                       Notwithstanding
paragraph A above, if Subscriber fails to perform or observe its obligations
pursuant to the provisions of Section 8 or 14 hereof, then Subscriber shall be
liable to Galileo for all legal damages and equitable relief available under
the law, including, without limitation, injunctive relief, monetary damages,
attorneys’ fees and all costs incurred in enforcing such provisions. Further,
nothing contained in this Section 13 shall be deemed to limit the indemnification
obligations specified elsewhere in this Agreement.


14.                    CONFIDENTIALITY


Neither party shall disclose the trade secrets and
proprietary and confidential information of the other party, including, but not
limited to, the provisions of this Agreement; provided, however, either party
may share the terms of this Agreement with its accountant and attorney strictly
on a need-to-know basis. Neither party shall use the product names or logo of
the other party in brochures, proposals, contracts or other publicly
disseminated materials without first securing the other party’s written
approval. Galileo shall not use the data entered into the System to influence
any passenger’s choice of travel vendor or travel agency or to cause Subscriber’s
customers to deal directly with Galileo, a travel vendor, or another travel
agency.


15.                    GOVERNING
LAW; JURISDICTION


This Agreement and any disputes arising under or in
connection with this Agreement shall be governed by the internal laws of the
State of New Jersey, without regard to its conflicts of laws principles. All
actions brought by Galileo to enforce, arising out of or relating to this
Agreement shall be brought and tried in federal courts located in Newark, New
Jersey or state courts located in Morris County, New Jersey, and all such
actions brought by Subscriber shall be brought and tried in federal or state
courts located within the county chosen by Subscriber. The parties hereby
consent to submit to the personal jurisdiction of such courts and to venue
therein.


 


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16.                    SALE
AND ASSIGNMENT


Subscriber shall not assign or transfer this
Agreement, or any part thereof, without the prior written consent of Galileo,
which consent shall not be unreasonably withheld. In any event, Subscriber
shall not assign or transfer this Agreement, or any part thereof, unless the
assignee or transferee expressly assumes all of Subscriber’s liabilities and
obligations hereunder. In the event Subscriber impermissibly assigns or
transfers this Agreement, or any part thereof, or Subscriber sells
substantially all of its assets, Subscriber will remain liable to Galileo under
the terms of this Agreement, and shall otherwise indemnify Galileo for any
failure by the applicable assignee, transferee or purchaser to fulfill all of
Subscriber’s obligations under this Agreement.


17.                    CESSATION
OF BUSINESS


A.                     In the event
that Subscriber ceases business operations, Subscriber will request the
deinstallation of all Services under this Agreement and advise Galileo of its
intention to terminate this Agreement by providing Galileo at least 30 days’
advance written notice. In such event, and provided that Subscriber meets all
of the conditions specified in this Section 17, each party shall be released
from all further performance obligations under this Agreement.


B.                       Galileo’s
release of Subscriber’s obligations are conditional upon (i) Subscriber’s
representation and warranty that none of its principals will continue to have
any ownership interest in any  travel-related
business whereby airline, car rental and/or hotel reservations are made through
any computerized reservations system, including the Internet; and (ii)
Subscriber’s payment of all accrued unpaid charges, plus the then-current
deinstallation charge for removal of the Services, and further conditioned
that, in the event Subscriber or any of its principals resume operations as a
travel agency or any business whereby airline, car rental and/or hotel
reservations are made through any computerized reservations system, including
the Internet, either under Subscriber’s current name or another name or entity,
prior to the natural expiration of this Agreement, Galileo will be given the
right of first refusal to reautomate with Galileo’s Services at least equivalent
to those discontinued hereunder, at the then-prevailing rates or as otherwise
negotiated.


C.                       Subscriber
acknowledges and agrees that the terms of this Section 17 shall not apply if
Subscriber’s cessation of business is a result of an acquisition of Subscriber
or any portion of its assets by another entity, or the merger of Subscriber
with another entity, in which case all terms and conditions of this Agreement
pertaining to Subscriber’s premature termination shall apply.


18.                    GENERAL


A.                     Except for
Subscriber’s payment obligations hereunder, neither party shall be deemed to be
in default or liable for any delays if and to the extent that performance is
delayed or prevented by an event of force majeure.


B.                       Galileo or
its agent shall have the right to enter upon any Location during normal
business hours for the purpose of (i) monitoring, inspecting, or repairing the
Hardware; (ii) monitoring the users’ operation of the Services; and (iii)
removing the Services, at Subscriber’s expense, upon expiration or any
termination of this Agreement.


C.                       Nothing in
this Agreement is intended or shall be construed to create any agency,
partnership or joint venture relationship between the parties.


D.                      The failure
of either party to exercise or its waiver or forbearance of any right or
privilege under this Agreement shall not be construed as a subsequent waiver or
forbearance of any such term or condition by such party.


E.                        Any notice
permitted or required to be given hereunder shall be sent by first class mail,
postage prepaid, or by any more expedient written means to the address of
Subscriber as specified on the Customer Profile; notices to Galileo shall be
sent to: Galileo, 7 Sylvan Way, Parsippany, New Jersey 07054, ATTN: Legal
Department-Contract Notices.


F.                        If any
provision of this Agreement is held invalid or otherwise unenforceable, the
enforceability of the remaining provisions will not be impaired thereby.


 


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G.                       In
the event of an action to enforce this Agreement or to seek remedies for a
breach of this Agreement, the prevailing party shall be entitled to receive
from the other party reimbursement of its reasonable attorneys' fees, expenses
and court costs.


H.                      Galileo
guarantees the airfares displayed in the System, strictly subject to its
then-current fare guarantee program as specified in the System profile
S*TLQ/INFO-DEBIT.


19.                    ENTIRE
AGREEMENT


This Agreement, together with the Custom Terms and
Conditions Attachment, the Services Summary, the Additional Services Attachment,
and any other attachments hereto, constitutes the entire agreement and
understanding of the parties on the subject matter hereof and, as of the
Contract Effective Date, supercedes all prior written and oral agreements
between the parties, excluding amounts due Galileo which may have accrued under
a prior agreement. This Agreement may be modified only by written agreement of
the parties. In the event that the provisions of an attachment conflict with
any terms herein, then the provisions of the attachment shall control.


By signing below the parties acknowledge their acceptance of the terms
and conditions of this Agreement and its attachments.


 


	
  Executed on behalf of
  Subscriber

  	
   

  	
  Executed on behalf of
  Galileo

  
	
  Signature:

  	
  

  /s/ R. E. Gebhardt

  	
   

  	
  Signature:

  	
  

  /s/ Mitch Gross

  
	
  Printed Name:

  	
  R.E. Gebhardt

  	
   

  	
  Printed Name:

  	
  Mitch Gross

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  EVP/General Manager

  
	
  Date:

  	
  9/17/04  

  	
   

  	
  Date:

  	
  9/17/04

  
									



 


 


9






 










CUSTOM TERMS AND
CONDITIONS ATTACHMENT


TERM


This Agreement will commence on 0l-JUL-2004
(“Contract Effective Date”) and will expire 30-JUN-2007. The term of this Agreement for
Locations added to this Agreement subsequent to the Contract Effective Date,
with Galileo’s consent, will commence on the first day of the month in which
the Services are installed and shall expire 36 months thereafter. The term of
this Agreement for Services added to existing Locations will commence on the
first day of the month in which the Services are installed and will expire
concurrently with the term for the Location at
which they are added.


PRODUCTIVITY PROGRAM


All charges under this Agreement are subject to the terms and
conditions of this Section (“Productivity Program”).


A.                      Each month,
Galileo will calculate the total number of Bookings made by Subscriber during
the prior month. For each Booking made, Galileo will credit Subscriber the
amount of (***) (“Booking Incentive”).


B.                      On a monthly
basis, Galileo will prepare a reconciliation statement that will identify all
charges incurred by Subscriber (“Total Charges”) and the total Booking
Incentive earned (“Total Incentive”) for the prior month. If the Total
Incentive exceeds the Total Charges, Galileo will pay the difference to Subscriber;
if the Total Charges exceed the Total Incentive, Subscriber will pay the
difference to Galileo. All payments due hereunder will be paid within 30 days
of the reconciliation statement date.


C.                      In the event
that, as a result of cancellations, Subscriber’s total number of Bookings
during a month is negative, then Subscriber will pay to Galileo an amount equal
to the Booking Incentive multiplied by such quantity of negative Bookings, and
the result thereof shall be added to the Total Charges. All calculations under
this Agreement will be based solely on Galileo’s records. Galileo may elect to
further offset the Total Incentives earned by Subscriber hereunder with respect
to which monies are due by Subscriber under any agreement between Subscriber
and Galileo or any of Galileo’s parents, subsidiaries or affiliates.


D.                      Subscriber
may not remove Services from this Agreement without Galileo’s prior written
consent, which consent shall not be unreasonably withheld and may be subject to
Subscriber’s agreement to certain modifications to the financial terms of this
Agreement.


MATERIAL REVENUE CHANGE


A.                      In the event
of any change to the Participation Fee, which would result in an annualized
average booking fee revenue decrease of 10% or more (“Fee Change”), the parties
will use best efforts to negotiate appropriate modifications to the terms of
this Agreement. Galileo will notify Subscriber of the Fee Change and the
effective date of the Fee Change (“Fee Change Effective Date”), and the parties
shall, within 90 days of the date of Galileo’s notice, execute an amendment to
this Agreement evidencing the modifications. The parties acknowledge that the
modifications shall become effective as of the Fee Change Effective Date,
unless otherwise mutually agreed upon.


B.                      Galileo may
suspend all financial incentive payments under this Agreement and Subscriber
may suspend its payment of the charges hereunder from the Fee Change Effective
Date until the effective date of the aforementioned amendment or expiration of
the 90-day notice period, whichever first occurs. If the parties are unable to
reach agreement within such 90-day period, then (i) commencing on the Fee
Change Effective Date and continuing thereafter for the term of this Agreement,
Galileo may reduce the financial incentives under this Agreement by the amount
of the Fee Change; and (ii) either party may terminate this Agreement for
convenience, whereby neither party will be further obligated hereunder, except
that Galileo will pay Subscriber any financial incentive payments that were
suspended, subject to an adjustment equivalent to the Fee Change, and
Subscriber will pay all charges that accrued prior to the termination.


 


 


10

















 


C.                      Notwithstanding
the terms of the preceding paragraph, Galileo may, at any time prior to
execution of an amendment as contemplated in paragraph A above, or termination
of this Agreement as described in paragraph B above, withdraw its request to
negotiate the terms of this Agreement, in which case all terms of this
Agreement shall remain in full force and effect.


(***)


 


11














ADDITIONAL
SERVICES ATTACHMENT


This Additional Services Attachment sets forth various charges (“Variable
Charges”) that may apply to Subscriber based on its use of the System,
products, features and services, requested projects, and various other items
(collectively, “Additional Items”). These Variable Charges are assessed
monthly, unless otherwise specified. New or revised Additional Items may be
offered to Subscriber from time to time. Subscriber’s use of or request for an
Additional Item will constitute its agreement to pay the associated Variable
Charges and to follow the procedural guidelines established by Galileo. Galileo
may discontinue its provision of any Additional Item upon written notice to
Subscriber. For purposes of this Attachment, the term “pseudo” means the unique
alpha/numeric designator(s) assigned by Galileo for a Location.


 


	
  TICKETING TRANSMISSIONS (AGENCY)* (home office location and branches)

  	
   

  	
  $

  	
  (***)
  each

  
	
   

  	
   

  	
   

  	
   

  
	
  TICKETING TRANSMISSIONS (STP)* (satellite ticket
  printer locations)

  	
   

  	
  $

  	
  (***)
  each

  







	
  *On a monthly basis,
  per Location, Galileo will calculate the total number of transmissions
  resulting in each of the following: tickets (including electronically
  transmitted tickets or entitlements), boarding passes, itineraries, invoices
  (including those utilizing the Ticket Invoice Numbering System “TINS”), and
  machinable interface records. The greatest quantity of transmissions for one
  of these items will be assessed the $0.30 each charge.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRO-FILESTM - 50 per pseudo per month at no charge;
  thereafter:

  	
   

  	
  $

  	
  (***)
  each

  
	
   

  	
   

  	
   

  	
   

  
	
  PREVIEW PLUSTM

  	
   

  	
   

  
	
  Demand Mode

  	
   

  	
  $

  	
  (***)
  per request

  
	
  Quick Return Mode

  	
   

  	
  $

  	
  (***)
  per request

  
	
  Batch Mode

  	
   

  	
  n/c

  
	
   

  	
   

  	
   

  
	
  PRINT QUEUE

  	
   

  	
  $

  	
  (***)
  per request

  
	
   

  	
   

  	
   

  	
   

  
	
  AUTOMATED ARC REPORT

  	
   

  	
  $

  	
  (***)
  per pseudo

  
	
   

  	
   

  	
   

  	
   

  
	
  GROUPMANAGERTM TICKET SUMMARY REPORT

  	
   

  	
  $

  	
  (***)
  per pseudo

  
	
   

  	
   

  	
   

  	
   

  
	
  PAST DATE QUICKTM (maximum $60.00 per month, per
  pseudo)

  	
   

  	
  $

  	
  (***)
  per record

  
	
   

  	
   

  	
   

  	
   

  
	
  SELECTIVE ACCESSTM

  	
   

  	
   

  
	
  One-Time Fee

  	
   

  	
  $

  	
  (***)

  
	
  Customized Permission
  Record

  	
   

  	
  $

  	
  (***)
  each

  
	
   

  	
   

  	
   

  	
   

  
	
  GLOBAL ACCESSTM

  	
   

  	
  $

  	
   n/c

  
	
   

  	
   

  	
   

  	
   

  
	
  VIEWPOINTTM MAPPING

  	
   

  	
   

  
	
  One-Time Fee

  	
   

  	
  $

  	
  (***)
  per Location

  
	
  Monthly Fee

  	
   

  	
  $

  	
  (***)
  per Location

  
	
   

  	
   

  	
   

  	
   

  
	
  TELECHECK

  	
   

  	
   

  
	
  Activation Fee
  (one-time fee)

  	
   

  	
  $

  	
  (***)
  per pseudo

  
	
  Monthly Fee

  	
   

  	
  $

  	
  (***)
  per pseudo

  
	
  Transaction Fee - 50
  per pseudo per month at no charge; thereafter:

  	
   

  	
  $

  	
  (***)
  each

  
	
   

  	
   

  	
   

  	
   

  
	
  ADDRESS VERIFICATION (fee waived for Telecheck
  subscribers)

  	
   

  	
  $

  	
  (***)
  per pseudo

  
	
   

  	
   

  	
   

  	
   

  
	
  PRIVATEFARESTM (one-time fee)

  	
   

  	
  $

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  
	
  APOLLOMONITORTM

  	
   

  	
  $

  	
  (***)
  per pseudo

  
	
   

  	
   

  	
   

  	
   

  



 


12

















 


	
  GALILEO OPTIMAL SHOPPINGSM

  	
   

  	
   

  
	
  Offline:

  	
   

  	
   

  
	
  Per Access Device Fee:

  	
   

  	
  $

  	
  (***)
  per month

  
	
  An “Access Device” is
  any component at which a point of access to the System is provided,
  including, but not limited to, Galileo and Subscriber workstations, terminal
  addresses and global terminal identifiers.

  	
   

  	
   

  
	
  Online:

  	
   

  	
   

  
	
  Per Passenger Name
  Record (PNR) monthly fee:

  	
   

  	
   

  
	
  For each PNR that
  contains one or more wholly North American air segments for:

  	
   

  	
   

  
	
  •  corporate
  bookings:

  	
   

  	
  $

  	
  (***)
  per PNR

  
	
  •  leisure
  bookings:

  	
   

  	
  $

  	
  (***)
  per PNR

  
	
  In the event Subscriber
  has misclassified its use of Galileo Optimal Shopping (between offline and
  online usage), then Galileo may retroactively assess Subscriber the
  applicable charges based on Subscriber’s actual type of usage of the product.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BEST BUY QUOTETM

  	
   

  	
   

  
	
  Base Fee - Per Access
  Device (maximum $450.00 per Location)

  	
   

  	
  $

  	
  (***)
  each

  
	
  An “Access Device” is
  any component at which a point of access to the System is provided,
  including, but not limited to, Galileo and Subscriber workstations, terminal
  addresses and global terminal identifiers.

  	
   

  	
   

  
	
  Transaction Fee - 500
  Best Buy Quote Transactions per Access Device (maximum 15,000 Best Buy Quote
  Transactions per Location) are included in Base Fee; thereafter:

  	
   

  	
  $

  	
  (***)
  each

  
	
   

  	
   

  	
   

  	
   

  
	
  APOLLOWISETM

  	
   

  	
   

  
	
  $ 0.01825 per
  Transaction in excess of Baseline Transactions for the month (defined as an
  average of 200 Transactions per Booking per month). Notwithstanding anything
  to the contrary in this Agreement, for purposes of calculating the Baseline
  Transactions for the month, each LeisureShopper booking shall be counted as
  one (1) Booking.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MEMBERSHIP PRO-FILE 

  (per  master account record, plus PRO-file charge specified
  above)

  	
   

  	
  $

  	
  (***)
  per month

  
	
   

  	
   

  	
   

  	
   

  
	
  SUPPLIES, TRAINING MATERIALS, MARKETING MATERIALS

  	
   

  	
  $

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  
	
  GALILEO WIRELESSTM

  	
   

  	
   

  
	
  Base Service

  	
   

  	
  $

  	
  (***)

  
	
  Premium Service

  	
   

  	
  $

  	
  (***)
  per user

  
	
   

  	
   

  	
   

  	
   

  
	
  MAINTENANCE PREMIUM

  	
   

  	
   

  
	
  Applies for
  Subscriber-requested hardware maintenance outside the scope of Galileo’s
  standard maintenance service. A service charge may be assessed for failure or
  refusal to admit technician for scheduled service call.

  	
   

  	
  $

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  
	
  EXTENDED SUPPORT SERVICES (third-party software
  phone support)

  	
   

  	
  $

  	
  (***)
  per minute

  
	
   

  	
   

  	
   

  	
   

  
	
  APOLLO CUSTOMER SUPPORT CENTER

  	
   

  	
  $

  	
  (***)
  per minute

  
	
   

  	
   

  	
   

  	
   

  
	
  TRAINING

  	
   

  	
   

  
	
  Level 1 Classes
  (Learning Apollo, Moving to Apollo, Booking Cars and Hotels, and Booking
  Tours and Cruises)

  	
   

  	
  $

  	
  (***)

  
	
  Level 2  Classes (All Others) - Charges may be
  assessed in accordance with Galileo’s then-current policies.

  	
   

  	
  $

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  
	
  PROJECTS

  Applies for projects such as equipment installations, deinstallations,
  reconfigurations, upgrades, activations, deactivations and office
  relocations. Galileo shall waive all installation charges for the initial
  installation of new Locations and the addition of Hardware at existing
  Locations subject to Galileo’s approval of the installation.

  	
   

  	
  $

  	
  (***)

  



 


13






 










MICROSOFT LICENSE
AGREEMENT


IMPORTANT - READ CAREFULLY BEFORE USING OR CONTINUING TO USE ANY
FOCALPOINT® PRODUCT. The following License Agreement applies to you. By using
any version of Focalpoint containing Microsoft software, after receipt of this
License Agreement, you indicate your acceptance of  the following Microsoft License Agreement.


This is a  legal agreement between you (either an
individual or an entity) and Microsoft Corporation. By using any version of
Focalpoint containing Microsoft software after your receipt of this License
Agreement, you are agreeing to be bound by the terms of this agreement. If you
do not agree to the terms of this agreement, promptly return the unused
Focalpoint software in your possession and the accompanying items (including
written materials and binders or other containers) to the place you obtained
them.


GRANT OF LICENSE. This
License Agreement permits you to use one copy of the Microsoft software program
(the “SOFTWARE”) on a  single
computer. The SOFTWARE is in “use” on a computer when it is loaded into
temporary memory (i.e. RAM) or installed into permanent memory (e.g., hard
disk, CD-ROM, or other storage device) of that computer. However, installation
on a network server for the sole purpose of internal distribution shall not
constitute “use” for which a separate license is required, provided you have a
separate license for each computer to which the SOFTWARE is distributed.


COPYRIGHT. The SOFTWARE is
owned by Microsoft or its suppliers and is protected by United States copyright
laws and international treaty provisions. Therefore, you must treat the
SOFTWARE like any other copyrighted material (e.g., a book or musical
recording) except that you may either (a) make one copy of the SOFTWARE
solely for backup or archival purposes, or (b) transfer the SOFTWARE to a
single hard disk provided you keep the original solely for backup or archival
purposes. You may  not copy the
written materials accompanying the SOFTWARE.


OTHER RESTRICTIONS. You  may not rent or  lease the SOFTWARE, but you may transfer the SOFTWARE and
accompanying written materials on a permanent basis provided you  retain no copies and the recipient agrees
to the terms of this Agreement. You may not reverse engineer, decompile, or
disassemble the SOFTWARE. If the SOFTWARE is an update or has been updated, any
transfer must include the most recent update and all prior versions.


LIMITED WARRANTY. Microsoft
warrants that the SOFTWARE will perform substantially in accordance with the
accompanying written materials for a period of ninety (90) days from the date
of receipt. Any implied warranties on the SOFTWARE are limited to ninety (90)
days. Some states/jurisdictions do not allow limitations on duration of an
implied warranty, so the above limitation may not apply to you.


NO OTHER WARRANTIES. To the
maximum extent permitted by applicable law, Microsoft and its suppliers
disclaim all other warranties, either express or implied, including, but not
limited to, implied warranties of merchantability and fitness for a particular
purpose, with regard to the SOFTWARE and the accompanying written materials.
This limited warranty gives you specific legal rights. You may have others
which vary from state/jurisdiction to state/jurisdiction.


NO LIABILITY FOR
CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no
event shall Microsoft or its suppliers be liable for any damages whatsoever
(including, without limitation, damages for loss of business profits, business
interruption, loss of business information, or any other pecuniary loss)
arising out of the use of or inability to use this Microsoft product, even if
Microsoft has been advised of the possibility of such damages. Because some
states/jurisdictions do not allow the exclusion or limitation of liability for
consequential or incidental damages, the above limitation may not apply to you.


U.S. GOVERNMENT RESTRICTED
RIGHTS. The SOFTWARE and documentation are provided with RESTRICTED RIGHTS.
Use, duplication, or disclosure by the Government is subject to restrictions as
set forth in subparagraph (c)(l)(ii)of The Rights in Technical Data and
Computer Software clause of DFARS 252-227-7013 or subparagraphs (c)(l) and (2)
of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as
applicable. Manufacturer is Microsoft Corporation/One Microsoft Way/Redmond, WA
98052-6399.


If you acquired this product
in the United States, this Agreement is governed by the laws of the State of
Washington. If this product was acquired outside the United States, then local
law may apply.


Should
you have any questions concerning this Agreement, or if you desire to contact
Microsoft for any reason, please contact your local Microsoft subsidiary or
sales offices or write: Microsoft Sales and Service/One Microsoft Way/Redmond,
WA 98052-6399.


14














	
  SERVICES DESIGNATOR

  	
   

  	
  CONTRACT NO. 0180405 —
  000

  
	
   

  	
   

  	
   

  
	
  ATS 103 06/98

  	
   

  	
  10/7/04

  
	
   

  	
   

  	
   

  
	
  PSO: 102V

  	
   

  	
  CHEAP
  TICKETS/COLORADO SPRINGS 

  CENDANT CORPORATION 

  4805 N. 30TH STREET 

  SUITE 103 

  COLORADO SPRINGS, CO 80919

  



 


	
  SERVICES

  	
   

  	
   

  	
   

  	
  MONTHLY 

  FIXED CHARGES

  	
   

  	
  ONE-TIME

  CHARGES

  	
   

  	
  INSURANCE

  VALUE

  
	
  (***)

  	
   

  	
  MON 17” GRAY

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
	
  (***)

  	
   

  	
  WORKSTATION ENET P3 1.0GH 1

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
	
  (***)

  	
   

  	
  APOLLO ACCESS GTID-NON FP S

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
	
  (***)

  	
   

  	
  ITIN PTR IER MP1000

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
	
  (***)

  	
   

  	
  VIEWPOINT MAP QUARTERLY CD-

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
														



 


 


TOTAL MONTHLY FIXED CHARGE: (***)


TOTAL INSURANCE VALUE: (***)


PROMOTIONAL SUPPORT: (***)


ALT PSEUDO: 102T 112O
112P


15














[LOGO]


	
  November 1, 2004

  	
  Contract
  No. 0180405 - 001

  
	
   

  	
  Form
  150-KEY 06/03

  



 


EVANS GEBHARDT

CHEAP TICKETS.COM

CHEAP TICKETS/TNI.COM

4805 N. 30TH STREET

SUITE 103

COLORADO SPRINGS, CO 80919


RE:          Contract No. 0180405


Dear EVANS GEBHARDT:


This letter acknowledges your request to
Apollo Galileo USA Partnership to amend the above-referenced Agreement in
accordance with the attached Services Designator(s), which itemize the projects
completed during the prior month. Pursuant to the Agreement, such Services
Designator(s) is/are incorporated by reference in the Agreement.


Sincerely,


Apollo Galileo USA Partnership














	
  SERVICES DESIGNATOR

  	
  CONTRACT NO. 0180405 - 001

  
	
  ATS 103 06/98

  	
  11/1/04

  
	
   

  	
   

  
	
  PSO: 102V

  	
  CHEAP
  TICKETS.COM 

  CHEAP TICKETS/TNI.COM

  4805 N. 30TH STREET 

  SUITE 103 

  COLORADO SPRINGS, CO 80919

  	
   

  
			



 


	
  SERVICES

  	
   

  	
   

  	
   

  	
  MONTHLY 

  INSURANCE 

  FIXED CHARGES

  	
   

  	
  ONE-TIME

  CHARGES

  	
   

  	
  VALUE

  
	
  (***)

  	
   

  	
  (***)

  	
   

  	
  MON 17” GRAY

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  	
   

  	
  WORKSTATION ENET P3 1.0GH 1

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
	
   

  	
   

  	
  (***)

  	
   

  	
  APOLLO ACCESS GTID-NON FP S

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  	
   

  	
  ITIN PTR IER MP1000

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  
	
   

  	
   

  	
  (***)

  	
   

  	
  VIEWPOINT MAP QUARTERLY CD-

  	
   

  	
  $

  	
  (***)

  	
   

  	
   

  	
   

  	
  $

  	
  (***)

  



 


TOTAL MONTHLY FIXED CHARGE: (***)


 


PROMOTIONAL SUPPORT: (***)


ALT PSEUDO: 102T 112O 112P


REMARKS: REMOVING ALL
HARDWARE