Exhibit
10.90


CONTENT
AGREEMENT


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


RECITALS


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


WHEREAS, as a result of
widespread and systemic changes in the airline industry and corresponding
technological developments, Northwest feels that it is imperative for it to
reduce its distribution costs and has endeavored to do so prior to the
Agreement Date by entering into agreements with alternative distributors and
supporting new distribution channels that provide lower distribution fees than
those historically paid by Northwest to Worldspan; and


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


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


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


ARTICLE
1


TERM AND DEFINITIONS


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






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1.2           Definitions.  For purposes of this Agreement, each of the
terms listed in Appendix A will have the meaning set forth therein.  Other terms used in this Agreement are
defined in the context in which they are used and will have the respective
meanings specified there.  To the extent
that the definitions in this Agreement are inconsistent with the definitions in
the PCA, the definitions in this Agreement will prevail for purposes of this
Agreement.


ARTICLE
2


NORTHWEST CONTENT


2.1           Northwest Content Availability in
the Territory.  During the Term, and
subject to the provisions of this Agreement, Northwest will provide to
Worldspan for distribution to applicable Worldspan Agencies in the Territory, at
no additional charge to Worldspan, timely and complete access to, and the
ability to generate Bookings from, each of the following types of Northwest
Content:


(a)           “General
Content”, which consists of such Northwest Content as Northwest designates for
distribution to the Worldspan Agencies then participating in the General Access
Product.




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




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




(1)           Northwest
Content.  Northwest will provide
additional Northwest Content, including all of the Northwest Group’s Private
Fares, Promotional Fares, and Opaque Fares, [**].  Northwest will provide those fares and
associated inventory, together with any associated distribution restrictions,
to Worldspan, and Worldspan will make the fares available only in accordance
with the applicable restrictions.




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






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[**].


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


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






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[**].


The Parties will meet on
an ongoing basis to review the composition of Super Content and agree upon
enhancements thereto that will make Super Content more attractive to the Worldspan
Agency Base.  Super Content will be
provided to Worldspan only in accordance with the provisions of
Section 3.4.


Northwest agrees that it has and will maintain
sufficient authorization and approvals to provide such information, access, and
inventory on behalf of the Northwest Group. 
Notwithstanding this Section 2.1, Northwest shall have no
responsibility or liability to Worldspan hereunder due to any inability of any
Worldspan Agency to view or book any fares included within General Content,
Full Content or Super Content due to limitations inherent in the technology or
processes of Worldspan or a Worldspan Agency so long as such fares are provided
to Worldspan with no less timeliness or completeness than that which is
required to implement such fares in the Internal Distribution Channels.  Northwest will make its fares and all other
applicable information available to Worldspan through the automated filing
services provided by Airline Tariff Publishing Company (ATPCO), Worldspan’s
internal Private Fare product (which is an Internet-based system used to input
Private Fares and associated rules directly into the Worldspan GDS), or other
standard industry procedures that do not impose significant additional
operating or other costs upon Worldspan.


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


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






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


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


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


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


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


ARTICLE
3


WORLDSPAN DISTRIBUTION PRODUCTS


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






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(a)           The Worldspan Agency receives General Content.


(b)           [**].


The terms and conditions
relating to the General Access Product will continue to be as provided in the
subscriber agreement between the Worldspan Agency and Worldspan, including any
other agreement that may modify or supplement that subscriber agreement.


3.2           Optional New Distribution Products.  In addition to the General Access Product,
Worldspan will offer to the Worldspan Agencies in the Territory two new
optional Worldspan Distribution Products, in accordance with and subject to the
provisions of Sections 3.3 and 3.4, respectively.  Northwest will provide to Worldspan,
for distribution to the Worldspan Agencies participating in either of these new
optional Worldspan Distribution Products, the applicable type of Northwest
Content, as specified in Sections 3.3 and 3.4, respectively, [**].


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


(a)           The Worldspan Agency
receives Full Content.


(b)           [**].


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


(a)           The Worldspan Agency
receives Super Content.


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


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






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3.5           Administrative
Matters.  Worldspan will promptly
give Northwest written notice of any Worldspan Agency that elects to
participate in the Subscription Access Product or the Super Access Product and
of any such Worldspan Agency that ceases to participate in that Worldspan
Distribution Product.  [**].


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


ARTICLE 4


FEE ARRANGEMENTS


4.1           Pricing in the Territory.  The Parties agree that the Booking Fees for
Bookings generated in the Territory by Worldspan Agencies during the Term will
be as follows:


(a)           The Booking Fees for such Bookings
generated by a Worldspan Agency then participating in the Super Access Product
will be as provided in Section 1 of Appendix B.


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


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


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


4.4           [**].  In consideration of [**], Northwest agrees
that:






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


(b)           Whenever
[**].


(c)           Within thirty days after each
anniversary of the Effective Date, or at any other time reasonably requested by
Worldspan, [**].


4.5           [**].  Promptly after the end of the calendar
quarter [**]






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[**].


(a)           If, for [**]


(b)           If,
for [**]


(c)           Whenever [**]






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ARTICLE 5


GENERAL PROVISIONS


5.1           Marketing Plan.  In order to maximize Northwest’s
opportunities for reducing its distribution costs under this Agreement, the
Parties will use commercially reasonable efforts to jointly develop, and
periodically update, a [**] that will, among other things, [**].  [**].


5.2           Merchandising Opportunities and
Functional Parity.  Within ninety
days after the Agreement Date and on a quarterly basis thereafter during the
Term, appropriate representatives of the Parties will meet to identify any
Products and Services relating to the Super Access Product that Worldspan can
offer to Worldspan Agencies for the purpose of creating more revenue
opportunities for Northwest, Worldspan, or the Worldspan Agency Base and any
functional parities contemplated by this Agreement.  The Parties will mutually agree upon the
terms and conditions relating to any such Products and Services, as well as any
development or other work that may be required in connection with such Products
and Services, and the Parties will take all actions necessary to implement the
Products and Services as soon as commercially feasible after such agreement is
reached.  However, any delay in Worldspan’s
ability to implement any new Product and Service will not require Northwest to
delay the implementation of that Product and Service for any Distribution
Channel.


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


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






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




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




5.7           Agency Restrictions.  Nothing in this Agreement shall be read as
limiting (i) Northwest’s rights under the Airlines Reporting Corporation
(ARC) agency appointment agreement with respect to the appointment or
termination of any Worldspan Agency, (ii) Northwest’s ability to limit
point of sale booking capabilities for any Worldspan Agency that is abusing
Northwest’s inventory or services, or (iii) Northwest’s ability to charge
fees to Worldspan Agencies for abusive, speculative, and/or non-productive
Bookings.  [**].






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5.8           [**].  [**].


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


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


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


5.12         [**].  Notwithstanding anything in this Agreement to
the contrary, the Parties acknowledge and agree that (i) the provisions of
this Agreement will not be applicable with respect to [**], (ii) any [**],
and (iii) [**] will be determined in accordance with the provisions of the
PCA, without taking into consideration the provisions of this Agreement.






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


5.14         [**].  [**].


5.15         Northwest Marketing Support
Agreement.  The Parties acknowledge and agree that the provisions of this Agreement
supersede and replace the provisions of Sections 2.04, 3.01A, and 3.01D of
the Northwest Marketing Support Agreement, each of which Sections is hereby
terminated and deleted from the Northwest Marketing Support Agreement effective
as of the Effective Date.


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


ARTICLE 6


TERMINATION AND DISPUTES


6.1           Termination for Cause.  If either Party defaults in the performance
of any of its material obligations (or repeatedly defaults in the performance
of any of its other obligations) under this Agreement and, after receipt of a
written notice specifying the default in reasonable detail, does not
substantially cure the default within fifteen days (or within thirty days, if
the default cannot reasonably be cured within a 15-day period and the
defaulting Party is diligently pursuing a cure of the default), then the
non-defaulting Party may, by giving prior written notice of termination to the
defaulting Party, terminate this Agreement effective as of the termination date
specified in the notice of termination.






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


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


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


6.5           [**].  [**].


6.6           Remedies.  If either Party breaches, or threatens to
breach, any of its obligations in Article 2, Article 3, or
Article 5, then the other Party may proportionately reduce or suspend






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the performance of its obligations hereunder and, in addition, may seek
injunctive relief to preserve the status quo or prevent irreparable injury
pending the resolution of any related Dispute in accordance with
Section 6.7.


6.7           Dispute Resolution.  Any dispute, claim or controversy arising out
of or relating in any way to this Agreement, or the relationship or rights and
obligations of the Parties resulting from this Agreement, including any dispute
as to the existence, validity, construction, interpretation, negotiation,
performance, non-performance, breach, termination, or enforceability of this
Agreement, (a “Dispute”) will be resolved in accordance with the following
procedures:


(a)           Upon
the request of either Party, the Parties will immediately use all reasonable
business efforts to resolve the Dispute at the operational level.


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


(c)           If
the senior executives do not resolve the Dispute within fifteen days after the
request described in subsection (b), then, upon the written request of
either Party, the Dispute will be settled through final, binding and
confidential arbitration in accordance with the then-current Commercial
Arbitration Rules of the American Arbitration Association, including the
Expedited Procedures associated with such Rules.  Either Party may apply for emergency interim
relief, and any such application will be governed by the American Arbitration
Association’s Optional Rules for Emergency Measures of Protection.  The arbitration tribunal will consist of a
single arbitrator agreed upon by the Parties or, in the absence of agreement,
appointed in accordance with such Rules. 
The venue for the arbitration will be St. Louis, Missouri, and the award
of the arbitrator will be final and binding. 
Each Party waives any right to appeal the arbitration award, to the
extent a right to appeal may be lawfully waived.  Each Party retains the right to seek judicial
assistance (i) to compel arbitration; (ii) to obtain interim measures
to preserve the status quo or prevent irreparable injury pending arbitration;
and (iii) to enforce any decision of the arbitrator, including the final
award.


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


ARTICLE 7


MISCELLANEOUS PROVISIONS


7.1           Participating Carrier Agreement.  This Agreement is intended to be an addendum
to the PCA, which will continue in full force and effect during the term of
this Agreement.  To the extent that there
is any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of the PCA, the terms and conditions of this Agreement
will prevail.  During the term of this
Agreement, Northwest will not terminate the PCA, [**]






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


7.2           Successors and Assigns.  This Agreement will survive any change of
control of either Party and will be binding upon, inure to the benefit of, and
be enforceable by and against each Party and any successor thereto.  However, neither Party may, without the prior
written consent of the other, assign this Agreement or any rights or
obligations hereunder to any other entity unless that other entity
(i) acquires all or substantially all of the assets of the assigning
Party, and (ii) either agrees, or by operation of law is required, to
comply with and be bound by the provisions of this Agreement to the same extent
as the assigning Party.


7.3           Confidentiality.  Each Party agrees that all proprietary and
confidential information of the other, including information relating to the
negotiation and the terms and conditions of this Agreement, will be held in
strict confidence and protected by the same degree of care as such Party uses
to protect the confidentiality of its own information of a similar nature, but
no less than a reasonable degree of care, will be used only for purposes of
this Agreement, and will not be disclosed to any unauthorized third party by
such Party or any of its employees or agents without the prior written consent
of the other, except as may be reasonably necessary to perform its obligations
under this Agreement or required by legal, accounting, or regulatory
requirements.


7.4           Public Communications.  Worldspan and Northwest will jointly prepare
one or more press releases regarding the provision of Northwest Content for
Worldspan Agencies.  Northwest and
Worldspan will issue and publicize any such release in a manner consistent with
other press releases and promotional initiatives issued by Northwest and
Worldspan.  In addition, Northwest will
work with Worldspan in developing and implementing a communications campaign
intended to communicate to Travel Agencies and similar organizations the
benefits of subscribing to the Worldspan Distribution Products.  Notwithstanding the provisions of
Section 7.3, each Party may make announcements intended for internal
distribution within that Party’s organization and any disclosures required by
legal, accounting, or regulatory requirements, and may publicly disclose the
existence and general provisions, including the term, of this Agreement,
including the fact that Worldspan Agencies may obtain access to the Northwest
Content described in this Agreement through the Worldspan GDS.


7.5           Severability.  If any court of competent jurisdiction,
arbitrator, regulatory body, or other legal authority, as the case may be,
determines that any provision of this Agreement violates any applicable
statute, law, rule, or regulation, whether now in existence or enacted or
adopted at a later date, or is otherwise unlawful, invalid or unenforceable for
any reason, the Parties will modify such provision to the extent necessary to
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unenforceability
of any provision of this Agreement will not affect the validity or enforceability
of the other provisions of this Agreement, which will remain in full force and
effect.


7.6           Waiver.  No waiver of any breach of this Agreement by
either Party will constitute a waiver of any subsequent breach of the same or
any other provisions hereof, and no waiver will be effective unless made in
writing.


7.7           Force Majeure.  Neither Party will be deemed in default of
this Agreement as a result of any failure to perform its obligations that is
caused 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 any
other cause beyond the reasonable control of that Party.


7.8.          No Agency.  Nothing in this Agreement is intended to or
will be construed to create or establish an agency, partnership, or joint
venture relationship between the Parties.


7.9           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.


7.10         Governing Law.  This Agreement will be governed by, construed
and enforced according to the laws of the State of New York, without regard to
its principles of conflicts of laws.


7.11         Construction.  The captions used in this Agreement are for
reference purposes only and are to be given no effect in the construction or
interpretation of this Agreement.  As
used in this Agreement, the words “hereof” and “hereunder” and other words of
similar import refer to this entire Agreement and not any separate portion
hereof, unless otherwise specified.  The
use in this Agreement of pronouns of the masculine, feminine, or neuter gender
will be deemed to include the other genders, as the context may require.  Any reference in this Agreement to an
Article, Section, or Appendix will be considered a reference to that Article or
Section of, or that Appendix to, this Agreement, unless the context indicates
otherwise.  As used in this Agreement,
the word “including” and its derivatives (such as “include” and “includes”)
will be interpreted as if it were followed by the phrase “without limitation”
unless the context indicates otherwise.


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






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


7.13         Entire Agreement.  This Agreement, including the Appendices
attached hereto, constitutes the entire agreement and understanding of the
Parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings with respect to such subject matter, including
the Prior Content Agreement, the letters dated September 27, 2001,
January 14, 2004, and July 1, 2004, and any other billing adjustments
or credits previously agreed to by the Parties that are not reflected in this
Agreement, each of which will be terminated effective as of the Effective
Date.  Notwithstanding the foregoing, the
Parties acknowledge and agree that neither the PCA nor the letter dated
February 8, 2005 is superseded by this Agreement.


IN WITNESS WHEREOF, each
of the Parties has caused this Agreement to be executed by its duly authorized
representative as of the Agreement Date.


	
  Northwest Airlines, Inc.

  	
   

  	
  Worldspan, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ J. Timothy
  Griffin

  	
   

  	
  By:

  	
  /s/ Jeffrey C. Smith

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP Marketing
  and Distribution

  	
   

  	
  Title:

  	
  General Counsel, Secretary and Senior

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President—Human Resources

  







[**] Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Commission.



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APPENDIX
A


Definitions


[**]


“Affiliate”
means, with respect to an entity, any other entity that owns or controls that
entity, is owned or controlled by that entity, or is under common ownership or
control with that entity, 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 an entity.


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


“Annual
Marketing Plan” has the meaning specified in Section 5.1.


[**]


“Bankruptcy
Approval Order” has the meaning specified in Section 7.12.


“Bankruptcy
Code” has the meaning specified in Section 7.12.


“Bankruptcy
Court” has the meaning specified in Section 7.12.


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


[**]






[**] Confidential treatment requested for redacted portion; redacted
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[**]




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




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


[**]


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


[**]


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


[**]


[**]






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[**]


[**]


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


[**]


“Direct
Connect” means, with respect to any air carrier, a direct connection to the air
carrier’s internal reservations system or any other means that allows a Travel
Agency, corporation, or other organization to reserve, purchase, or ticket
travel on the air carrier’s flights without generating a booking through a GDS.


“Dispute” has the meaning specified in
Section 6.7.


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


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


“Effective Date” has the meaning specified in
Section 1.1.


[**]


[**].


[**].






[**] Confidential treatment requested for redacted portion; redacted
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[**].


[**].


[**].


[**].


“External
Distribution Channel” means any channel for the distribution of Northwest
Content that is not an Internal Distribution Channel and the operator of any
such channel, including (i) any GDS or LTD in which Northwest is a
participant, and (ii) any Direct Connect arrangement that Northwest may
have.  For the avoidance of doubt, “External
Distribution Channel” does not include Travel Agencies.


[**]


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


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


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


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


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


[**]


[**]


[**]






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[**].


[**]


[**]


[**]


[**]


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


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


“Internet
Channel” means any Internet web site that sells the products or services of
travel suppliers to consumers.


[**]


[**]






[**] Confidential treatment requested for redacted portion; redacted
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[**].




[**]




[**]


[**]


[**]


[**]


[**]






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[**]


[**]


[**]


[**]


[**]


[**]


[**]


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


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


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


“Northwest
Group” means Northwest and its Affiliates.






[**] Confidential treatment requested for redacted portion; redacted
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“Northwest
Marketing Support Agreement” means the Northwest Marketing Support Agreement,
entered into as of June 30, 2003, by and between Northwest and Worldspan,
as it may be amended or supplemented from time to time.


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


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


“Opaque
Fare” means, with respect to any air carrier, a fare, together with associated
inventory, that is offered for sale by or on behalf of that air carrier in such
a way that, until after an irrevocable commitment to purchase the particular
air services has been made, there is no disclosure of (a) the air carrier
identity, and (b) at least one of the following: (i) the exact time of
departure, or (ii) the exact time of arrival.


[**]


[**]


[**]






[**] Confidential treatment requested for redacted portion; redacted
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[**].


“Party”
means each of Northwest and Worldspan.


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


“PCA
Cure Amount” has the meaning specified in Section 7.12.


“Prior
Content Agreement” means the letter agreement regarding Fare Content, dated
September 10, 2003, between Worldspan and Northwest, as amended by the
First Amendment to Letter Agreement and the Second Amendment to Letter
Agreement, each dated as of May 1, 2004, by and between Worldspan and
Northwest.


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


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


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


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


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


“Subscription Access Product” has the meaning
specified in Section 3.3.


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




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








[**] Confidential treatment requested for redacted portion; redacted
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[**]


[**]


“Term”
has the meaning specified in Section 1.1.


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


[**]


[**]


[**]


[**]


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


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






[**] Confidential treatment requested for redacted portion; redacted
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“Travel
Agency” means an individual or entity that books, sells, or fulfills the
products or services of travel suppliers through the use of a GDS.


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


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


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


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


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


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


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


[**]


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






[**] Confidential treatment requested for redacted portion; redacted
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 A-11















 


APPENDIX
B


Financial
Provisions


1.             [**] Product
Booking Fees.


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


[**]


[**]






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[**].




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




[**]




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




[**]






[**] Confidential treatment requested for redacted portion; redacted
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[**]


[**]


[**]


2.             [**] and [**]
Booking Fees.  The Booking Fees
payable to Worldspan by Northwest for [**] Bookings generated during the Term
will be [**]


[**]


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






[**] Confidential treatment requested for redacted portion; redacted
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[**].


4.             Cancellation Fee. 
[**].


5.             [**]  [**]


[**]


6.             [**]  [**]






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[**]


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


8.             Time of Payment.  Any amounts to which either Party is entitled
pursuant to this Appendix B will be payable in accordance with the payment
procedures that the Parties use for amounts payable under the PCA.[**]


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






[**] Confidential treatment requested for redacted portion; redacted
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APPENDIX
C


Booking
Fees [**]


[**]


[**]






[**] Confidential treatment requested for redacted portion; redacted
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ATTACHMENT
I TO APPENDIX C






[**] Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Commission.