Exhibit
10.89


CONTENT
AGREEMENT


This
Content Agreement (this “Agreement”), dated as of April 12, 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 United Air Lines,
Inc., a corporation organized and existing under the laws of Delaware, USA (“United”).


RECITALS


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


WHEREAS,
in order to enable Worldspan to offer optional products providing enhanced
content and functionality to its subscribers and United 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 United hereby agree as follows:


ARTICLE
1


TERM AND DEFINITIONS


1.1           Term.  The term of this Agreement (the “Term”) will
commence on 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.


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.


ARTICLE 2


UNITED CONTENT


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


(a)           “General Content”, which consists of
such information, inventory, and functionality relating to the United Group’s
schedules, Publicly Available Fares, fare rules, and availability that is used
to make reservations or purchase air travel on United






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Flights (but which is not
required to include any of the same pertaining to the United Group’s Private
Fares, Promotional Fares, Opaque Fares, or Targeted Fares) as United designates
for distribution to the Worldspan Agencies then participating in the General
Access Product or, in the absence of any such designation, Full Content.




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




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


(1)           United Content.  United will provide all additional United
Content, including all of the United Group’s Private Fares, Promotional Fares,
and Opaque Fares, but excluding Targeted Fares that United also excludes from
the United Content provided to other External Distribution Channels.  United 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 as defined by United.  United may extend its low fare guarantee
program to any Bookings generated through the Super Access Product.




(2)           [**].  [**].




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






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[**]. For the avoidance
of doubt, the provisions of this subsection 2.1(c)(3) do not apply to
(i) benefits paid to employees of United or any company to which United
outsources the operation of all, or a substantial part, of United’s internal
sales operations, or (ii) any non-revenue travel certificate or similar
benefit offered by United to ticketed passengers as a result of service
disruptions or similar operational impediments.


(4)           Functional Parity.  United will, in accordance with and subject
to the provisions of Section 5.2, provide Worldspan and the Worldspan
Agency Base [**].  These functions will
include [**].


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.


United 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 upon which United and Worldspan mutually agree.  For the avoidance of doubt, United’s
provision of United Content to Worldspan includes the [**] (x) [**], or
(ii) [**], or (y) [**].


2.2           United Content Availability
Outside the Territory.  [**], United
will provide to Worldspan for distribution to applicable Worldspan Agencies
outside of the Territory, at no additional charge to Worldspan or to any
Worldspan Agency, timely and complete access to, and the ability to generate
Bookings from, [**].  However, for
purposes of distribution outside of the Territory (i) the United Content
provided for distribution is not required to include any fares that due to
regulatory






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restrictions can
be lawfully sold only though an Internet Channel branded for the sale of
transportation on United Flights or the flights of members of an airline
alliance of which United is a member, and (ii) any fares that due to regulatory
restrictions can be lawfully sold only through Worldspan Agencies that have the
requisite legal authority to offer such fares (e.g., a Air Travel Organizers
Licensing license), will be made available only to Worldspan Agencies that have
such legal authority.  United will make
such United Content available to Worldspan and the Worldspan Agencies outside
of the Territory at levels and amounts, and on terms and conditions, that are
[**], and will provide distribution parity for such United Content in accordance
with the provisions of Section 2.3.




2.3           Distribution Parity.  In general and except as otherwise specified
in this Agreement, in connection with the distribution of United Content,
United [**],
as described in subsections (a), (b), and (c) below.  With respect to each particular type of
United Content, the Parties agree as follows:




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


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


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


The factors with
respect to which United will provide distribution parity for each type of
United Content in accordance with this Section will include [**]






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[**].


2.4           Compliance.  Worldspan may, at its discretion and expense,
engage an independent third-party auditor to verify and compare the United
Content, including inventory levels and seat availability, available through
other Distribution Channels to that available through the Worldspan GDS to
verify United’s compliance with this Article. 
United agrees to make relevant information available to the
auditor.  If the auditor reasonably
concludes that United has failed to comply with its obligations set forth in
this Article, then United will immediately correct that failure and, in
addition to any other remedies available at law or equity, United will pay to
Worldspan 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:


(a)           The Worldspan Agency
receives General Content.


(b)           [**].


[**].


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.  Worldspan will determine when and if it will
offer these optional Worldspan Distribution Products to Worldspan Agencies and
will provide United with no less than thirty days prior written notice of its
intention to offer the optional Worldspan Distribution Products to Worldspan
Agencies.  A Worldspan Agency may participate
in only one of the Worldspan Distribution Products at any time and may change
from one Worldspan Distribution Product to another only as agreed between the
Worldspan Agency and Worldspan. 
Worldspan will provide United with prompt notification of any change
from one Worldspan Distribution Product to another by any applicable Worldspan
Agency.


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:






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(a)           The Worldspan Agency receives Full
Content.


(b)           [**].


Worldspan acknowledges that
United may unilaterally adopt a policy that permits Travel Agencies,
corporations, and other organizations access to United Content, through the
External Distribution Channel chosen by the Travel Agency, corporation or other
organization, that is the same or substantially the same as Full Content, which
policy might involve charging a fee to such Travel Agency, corporation or other
organization for access to such United Content. 
In such event, United agrees that [**].


Worldspan will cooperate
with and assist United in connection with its activities relating to the
Subscription Access Product, including (i) distributing any content
subscription agreement required by United to Worldspan Agencies designated by
United, (ii) [**], and (iii) providing United with mutually agreed
reports with respect to Worldspan Agencies that participate in the Subscription
Access Product.


United will be responsible
for collecting any associated fees required by it from the Worldspan Agencies
that participate in the Subscription Access Product.


Worldspan agrees that it
will not add any such fee to the fares displayed by the Worldspan GDS for any
United Flight.


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 [**], 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, [**].


Worldspan understands that[**].  Notwithstanding the foregoing [**].  United agrees that any Worldspan Agency
participating in the Super Access Product will not be charged a fee by United
for access to Super Content.






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3.5           TSA Arrangements.  If any Travel Agency has an agreement with
United establishing compensation and other terms and conditions associated with
any TSA Bookings generated by that Travel Agency, then that Travel Agency will
be eligible to participate in any Worldspan Distribution Product as agreed
between the Worldspan Agency and Worldspan.


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           Booking Fees 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 Appendix B.


(b)           The Booking Fees for all other
Bookings will be as provided in [**]. 
However, Worldspan [**].


4.2           Pricing Outside the Territory.  During the Outside the Territory Period,
Worldspan will [**] for Bookings generated outside of the Territory. 
Worldspan shall use commercially reasonable efforts to, within
twenty-four months following the Effective Date, [**].


4.3           [**] Booking Fees.  If a [**] occurs, then United shall promptly
give Worldspan written notice thereof, including a certification as to the
[**], and the following shall apply:


(a)           Worldspan may, at its option, by
giving United written notice thereof within thirty days after receiving the
notice of the [**].






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(b)           If such written notice of the [**] is
given to Worldspan within six months after the Agreement Date and Worldspan
elects to [**] payable pursuant to this Agreement, as provided in
subsection (a) above, then:


(1)           [**], subject to the provisions of
subsection (e) below.


(2)           If the [**], in which event the
provisions of subsection (d) below will apply.


(c)           If Worldspan elects to [**] pursuant
to this Agreement as provided in subsection (b)(2)(i) above, then United
may, at any time within sixty days after Worldspan notifies United of such
election, give Worldspan written notice that United wishes to [**].


(d)           If Worldspan elects to [**] this
Agreement as provided in subsection (b)(2)(ii) above, then, for each month
thereafter, Worldspan will determine the [**].


(e)           If
Worldspan [**]






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[**], and the
following shall apply:


(1)           Worldspan shall [**], as set forth in
subsection (f) below.


(2)           If [**]


[**]


(f)            Whenever pursuant to this Section
4.3, Worldspan [**]






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[**].


4.4           [**].  For the fourth calendar quarter of 2007 and
each subsequent calendar quarter thereafter up to and including the third
calendar quarter of 2011 and promptly after the end of each such quarter, the
Parties shall confirm with each other [**] for such calendar quarter [**].


4.5           [**]. [**].






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ARTICLE
5


GENERAL PROVISIONS


5.1           [**].  In order to maximize United’s opportunities
for reducing its distribution costs under this Agreement, the Parties will use
commercially reasonable efforts to jointly develop, and periodically update, a
specific plan for each Contract Year (the “[**]” for that Contract Year) that
will, among other things, identify [**]. 
The Parties will undertake to develop [**].




5.2           [**]. 
[**].  




5.3           Other Business Opportunities.  At least once during each calendar quarter
during the Term, appropriate representatives of United and Worldspan will meet
to discuss the United Group’s distribution requirements and objectives and any
ways in which Worldspan can assist United with respect to those requirements
and objectives.  For requirements that
arise after the Agreement Date, if and when United 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 United
Group, including cars, hotels, cruises, and tour products, 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 United.


5.4           Improper Use of United Content.  In the event that either Party becomes aware
that a Worldspan Agency is improperly using, or failing to use, the United
Content provided by Worldspan, then that Party shall promptly bring such fact
to the attention of the other Party, and






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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 United Content.


5.5           [**].  [**].


5.6           [**].  [**].


5.7           Worldspan Travel Discount Program.  During the Term, United will establish and
maintain a travel discount program pursuant to which Worldspan employees can
travel on United Flights for Worldspan business purposes at discounted rates.


5.8           [**].  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) [**] thereof will be determined in accordance with the
provisions of the PCA, rather than this Agreement.


5.9           [**].  [**].


5.10         [**].  Worldspan will not [**].  Worldspan will not [**].


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 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           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 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 6.3.


6.3           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 shall 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 Atlanta, Georgia, 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           Prior Agreement.  This Agreement is intended to be in addition
to the PCA, which will continue in full force and effect during the term of
this Agreement.  To the extent that there






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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, United
will not terminate the PCA, will not terminate any products or services
purchased under the PCA as of the Agreement Date, and will remain at the
highest level of participation in the Worldspan GDS; provided, however, that,
(i) [**], (ii) [**], and (iii) [**].


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 United will jointly prepare one
or more press releases regarding the provision of United Content for Worldspan
Agencies.  United and Worldspan will
issue and publicize any such release in a manner consistent with other press
releases and promotional initiatives issued by United and Worldspan.  In addition, United will work with Worldspan
in developing and implementing a communications campaign intended to inform
Travel Agencies and similar organizations about 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 United
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, it is the intention of the Parties that such authority will have
the power to modify such provision to the extent necessary to render the
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enforced.  Any such findings of invalidity or
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 shall constitute a waiver of any subsequent breach of the same or
any other provisions hereof, and no waiver shall 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, shall be deemed to constitute
one and the same agreement.


7.10         Governing Law.  This Agreement shall be governed by,
construed and enforced according to the laws of the State of 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
shall be deemed to include the other genders, as the context may require.  Any reference in this Agreement to an
Article, Section, or Appendix shall 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”)
shall be interpreted as if it were followed by the phrase “without limitation”
unless the context indicates otherwise.


7.12         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, which shall be terminated effective as of the
Effective Date.  Notwithstanding the foregoing,
the PCA will continue to be in full force and effect as provided in
Section 7.1.






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


	
  United Air Lines, Inc.

  	
  Worldspan, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Frederic F.
  Brace

  	
   

  	
  By:

  	
  /s/ Jeffrey C. Smith

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice
  President and

  Chief Financial Officer

  	
   

  	
  Title:

  	
  General Counsel, Secretary and Senior

  Vice President—Human Resources

  	
   

  



 






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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.


[**]


[**]


[**]


[**]


“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 United Flight, including those types of segments treated as
Bookings as of the Agreement Date.  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 any relevant time
period, the number of Bookings will be reduced by the number of Cancellations
during that time period for all purposes under this Agreement.


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


[**]






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“Cancellation”
means a Booking generated in the Territory that is canceled on behalf of 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.


[**]


[**]


[**]


[**]


[**]


[**]


[**]


[**]


“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 operated
by Amadeus, Galileo, Sabre, Worldspan, or any successor to any of them.


“Dispute” has the meaning
specified in Section 6.3.






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


“External Distribution
Channel” means any channel for the distribution of United Content that is not
an Internal Distribution Channel and the operator of any such channel, [**].


[**]


“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, and Opaque Fares.


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


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


[**]


[**]






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



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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 United Content that is
owned, operated, or controlled by United or any of its Affiliates, including
(i) United’s reservations or sales personnel, (ii) the internal
reservations system used by United, and (iii) any publicly accessible
Internet web site owned, operated, or controlled by United or any of its
Affiliates.


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


[**]


“Online Travel Agency” or
“OTA” means any Travel Agency (or group of Affiliated Travel Agencies who 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 portion has been filed
separately with the Commission.



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[**]


[**]


“Party” means each of
United and Worldspan.


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


“Prior Content Agreement”
means the letter agreement regarding prior content, dated November 12,
2003, between Worldspan and United, as amended by the Amendment to Letter
Agreement, dated July 22, 2004, between Worldspan and United.


“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 (through passwords, code words, separate URLs for booking, or
other identification criteria).  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.


“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






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



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any country or travel
market, including the air carrier’s Web Fares and GDS Fares, but excluding its
Private Fares, Promotional Fares, and Opaque Fares.


“Sabre” means Sabre, Inc. and its Affiliates.


“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 portion has been filed
separately with the Commission.



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[**]


[**]


[**]


“Targeted
Fare” means any fare offered by United (i) to a limited group of travelers
where there is a good faith effort to restrict access to the fare to such
limited group through passwords, code words, separate URLs for booking, or
other identification criteria, and [**].


“Term” has the meaning
specified in Section 1.1.


“Territory” means the
United States.


“Traditional Travel
Agency” means any Travel Agency other than an Online Travel Agency.  Notwithstanding the foregoing, wherever this
Agreement or any definition herein refers to a Traditional Travel Agency, or
any right or obligation with respect to a Traditional Travel Agency, the
reference will encompass that portion of an Online Travel Agency’s operations
that are conducted through brick-and-mortar, non-Internet Channels.


“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.


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


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






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



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“United Content” means
any information, including information concerning schedules, fares, rules, and
availability, that is used in connection with making reservations for, or
purchasing, any products or services provided by the United Group, including
United Flights, cars, hotels, cruises, and tour products.


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


“United Group” means
United and its Affiliates.


“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, or Opaque 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.


“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 portion has been filed
separately with the Commission.



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APPENDIX
B


Financial
Provisions


1.             [**] Worldspan Agencies.  Except for any [**] for which the Booking
Fees are determined pursuant to the provisions of Section 3 of this
Appendix B, the Booking Fees payable to Worldspan by United for
[**]generated by [**] Worldspan Agencies will be [**]:


[**].


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






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



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[**]


With respect to any [**].


3.             [**] Bookings.  Notwithstanding the provisions of
Sections 1 and 2 of this Appendix B, the Booking Fees payable to
Worldspan by United for [**] for any [**] will be [**]


[**].


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






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



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5.             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.


6.             Annual [**]. 
[**].


7.             Cancellation Fee. 
[**].






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



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