Exhibit
10.88


CONTENT
AGREEMENT


This
Content Agreement (“Agreement”), dated as of April 3, 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 Continental
Airlines, Inc., a corporation organized and existing under the laws of
Delaware, USA (“Continental”).


RECITALS


WHEREAS,
Worldspan and Continental are parties to a Participating Carrier Agreement
dated February 1, 1991 (as otherwise amended and supplemented from time to
time, the “PCA”) pursuant to which Worldspan distributes Continental’s products
and services to Worldspan Agencies; and


WHEREAS,
Worldspan desires to have access to, and Continental desires to provide to
Worldspan, Continental Content for distribution through the Worldspan GDS to
Worldspan Agencies in accordance with the terms and conditions set forth in
this Agreement; and


WHEREAS,
in order to allow Worldspan to provide enhanced content and functionality to
its subscribers and Continental 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 Continental 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 in this Agreement.


ARTICLE
2


CONTINENTAL CONTENT


2.1           Continental Content Availability
in the Territory.  During the Term,
and subject to the provisions of this Agreement, Continental will provide to
Worldspan for distribution to applicable Worldspan Agencies in the Territory,
for the fees set forth in Article 4 and 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 Continental Content:






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(a)           “General Content”, which means such
Continental Content at such levels as Continental in its sole discretion
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 means all
schedules, Publicly Available Fares, fare rules, inventory, functionality,
availability information, and other information that is used to make
reservations or purchase air travel on Continental Flights (but which is not
required to include any of the same pertaining to its [**], Promotional Fares, or Opaque
Fares).




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




(1)           Content.  Continental will provide (i) all
additional information concerning schedules, fares, fare rules, inventory,
functionality, and availability information that is used to make reservations
or purchase air travel on Continental Flights, including all such information
with respect to its Private Fares [**], and Opaque Fares, and
(ii) all corresponding information with respect to other products and
services provided by Continental and its Affiliates.  Notwithstanding the foregoing, the Parties
agree that [**] through [**].




Continental will provide
Super Content, together with any associated distribution restrictions, to
Worldspan, and Worldspan shall ensure that Super Content is made available to
Worldspan Agencies only in accordance with the applicable restrictions.  Continental agrees that it will not provide
Continental Content that is greater than Super Content to any other External
Distribution Channel.


(2)           Merchandising Opportunities.  Continental will use reasonable efforts to
determine new products and services that may provide Worldspan Agencies with
merchandising opportunities associated with additional functionality and
products, all in accordance with and subject to the provisions of
Section 5.2.  These products and
services will be made available to Worldspan Agencies as soon as commercially
reasonable following implementation for applicable Internal Distribution Channels.  They [**].






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The Parties shall
mutually determine the terms and conditions upon which any such merchandising
opportunity will be provided.


(3)           [**].
[**].  In addition, the redemption of any
certificate for non-revenue travel that is provided to a Worldspan Agency or a
consumer for purposes such as compensation for a service disruption event,
including any oversale situation, will be restricted to Internal Distribution
Channels.


(4)           Functional
Parity.  Continental will make
available to Worldspan and Worldspan Agencies all revenue booking functionality
(i.e., functionality used with respect to the booking of revenue travel) that
is authorized for use by any Internal Distribution Channel that facilitates the
user’s ability to transact business with Continental and its Affiliates,
including [**], all in accordance with and subject to the provisions of
Section 5.2.


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 Worldspan Agencies.  Super Content will be provided to Worldspan
only in accordance with the provisions of Section 3.4.


Continental will make its fares and all other
applicable information available to Worldspan through the automated filing
services provided by Airline Tariff Publishing Company (ATPCO), or 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. 
For the avoidance of doubt, Continental’s provision of Continental Content
to Worldspan includes the polling of availability information in a form,
frequency, quantity, and manner that does not disadvantage (i) [**], or (ii)
[**]






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[**].  In
addition, if any [**], then [**].


2.2           Continental Content Availability
Outside the Territory.  During the
Term, and subject to the provisions of this Agreement, Continental will provide
to Worldspan for distribution to applicable Worldspan Agencies outside of the
Territory, for the fees set forth in Article 4 and at no additional charge to
Worldspan or to any Worldspan Agency, timely and complete access to, and the
ability to generate Bookings from, [**]. 
Subject to the provisions of Section 4.1(b) and if and for so long
as the [**], Continental will make available to Worldspan and the Worldspan
Agencies outside of the Territory [**], and will provide distribution parity
for such Continental Content in accordance with the provisions of
Section 2.3.




2.3           Distribution Parity.  In general and except as otherwise provided
in this Agreement, in connection with the distribution of Continental Content,
(i) Continental will not [**], and (ii) 
[**].  With respect to each of the
following types of Continental Content, the Parties agree as follows:




(a)           Subject
to the provisions of Section 4.1(b), Continental 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 [**].






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(b)           Subject
to the provisions of Section 4.1(b), Continental will make Full Content
available to Worldspan and the Worldspan Agencies in the Territory at levels
and amounts, and on terms and conditions, that [**].


(c)           Subject
to the provisions of Section 4.1(a), Continental 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 Continental will provide distribution parity for each type of
Continental Content will include [**].


2.4           Compliance.  Each Party acknowledges that the other will
be immediately harmed if the first Party fails to comply with this Article, and
agrees that, in the event of any such failure or alleged failure, either Party
may invoke the dispute resolution procedures set forth in Section 6.3 of this
Agreement.  In addition, either Party
may, at its discretion and expense, engage an independent third-party auditor
to verify the other Party’s compliance with this Article.  The audited Party agrees to make relevant
information available to the auditor.  If
the auditor reasonably concludes that the audited Party has failed to comply
with its obligations set forth in this Article, then the audited Party will
immediately correct that failure and, in addition to any other remedies
available 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.  During the Term, 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.  Notwithstanding the foregoing, Continental
reserves the right to charge Worldspan Agencies participating in the General
Access Product a content fee or surcharge for access to General Content;
provided, however, that the [**].


3.2           Optional New Distribution Products.  During the Term, 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.  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 agrees
that no Worldspan Agency will be able to change from one Worldspan Distribution
Product to another in a manner that creates an [**].  In addition, a Worldspan Agency must agree to
a [**].


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)           [**].




[**].  








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[**].  With respect to each Worldspan Agency that
elects to participate in the Subscription Access Product, Worldspan will
provide to Continental and the Worldspan Agency mutually agreed reports
regarding the Bookings made by that Worldspan Agency through the Worldspan GDS,
and Continental will be responsible for collecting any associated content fees
from the Worldspan Agency through the Airlines Reporting Corporation (ARC)
settlement process or any other mechanism agreed upon by Continental and the
Worldspan Agency.  Worldspan agrees that
it will not add any such content fee to the fares displayed by the Worldspan
GDS for any Continental 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 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 [**].  Worldspan Agencies participating in the Super
Access Product will be exempt from any fee or surcharge applied by Continental
for access to Super Content [**].




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


(a)           The Booking Fees for Bookings
generated in the Territory 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 (including Bookings generated outside the Territory) will be as
provided in [**].  [**]








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[**].  Worldspan
shall use commercially reasonable efforts to, [**].


(c)           [**].


4.2           [**].  [**].


ARTICLE
5


GENERAL PROVISIONS


5.1           Marketing Plan.  The Parties will use commercially reasonable
efforts to jointly develop, and periodically update, a specific plan for each
Contract Year ([**] for that Contract Year) that will, among other things,
[**].  The Parties will undertake to
develop the [**] for the first Contract Year within ninety days after the
Agreement Date, and the [**] for each subsequent Contract Year during the
ninety days preceding the commencement of that Contract Year.  In addition, within ninety days after the
Agreement Date, appropriate representatives of the Parties will meet to discuss
ways to include [**] in their [**].


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 all
cross-sell and up-sell opportunities relating to the Super Access and
functional parities contemplated by this Agreement.  The Parties will promptly agree upon the
terms and conditions relating to any such merchandising opportunity and
functional parity, as well as any development or other work that may be required
in connection with such merchandising opportunity or functional parity, and the
Parties will take all actions necessary to implement the merchandising
opportunity or functional parity as soon as commercially feasible.  Notwithstanding the foregoing, Continental
shall have no obligation to provide any new functionality to the extent that
there is [**]






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[**].  In addition, any delay in Worldspan’s ability
to implement any new functionality will not require Continental to delay the
implementation of the functionality for any Distribution Channel.  Unless otherwise mutually agreed, each Party
shall [**].


5.3           Other Business Opportunities.  At least once during each Contract Year,
appropriate representatives of Continental and Worldspan will meet to discuss
the Continental Group’s distribution requirements and objectives and any ways
in which Worldspan can assist Continental with respect to those requirements
and objectives.  If and when Continental
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 Continental Group, including cars, hotels, cruises, and tour
products, and if Continental is aware that Worldspan has competency in
providing similar requirements, 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 Continental.


5.4           Improper Use of Continental
Content.  Worldspan shall ensure that
Continental Content is made available to the appropriate Worldspan Agencies and
that it is not available to any unauthorized Worldspan Agency, all as provided
in Article 3.  Continental shall be
responsible for developing, implementing, and enforcing methods for deterring
or preventing the subscribers of each External Distribution Channel provided
Continental Content from improperly using, or failing to use, the Continental
Content provided to them by that External Distribution Channel.  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 methods for deterring or preventing
Worldspan Agencies from improperly using, or failing to use, the Continental
Content provided to them by Worldspan. 
The Parties will promptly agree upon the terms and conditions relating
to any such method, as well as any development or other work that may be
required in connection with such method.


5.5           Direct Connect and LTDs.  The provisions of this Section shall apply
with respect to activities in the [**]






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[**].




5.6           [**] Bookings.  During the Term, Worldspan will be
Continental’s [**], and Continental will use reasonable efforts to [**]. 
Continental and Worldspan will work together in good faith to develop a [**]
and jointly promote it to mutually designated Travel Agencies.  [**].




[**]


5.7           [**]  [**].




5.8           [**]  [**].




5.9           [**].  Notwithstanding anything in the Agreement to
the contrary, the Parties acknowledge and agree that (i) the provisions of
this Agreement will not be applicable with respect to [**], and (ii) [**]
will be determined in accordance with the provisions of the PCA, rather than
this Agreement.






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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.


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 with 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






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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
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, Continental will not terminate the PCA, will remain at the current
(as of the Agreement Date) highest level of participation in the Worldspan GDS,
and [**].  However, [**].


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 Continental will jointly
prepare one or more press releases regarding the provision of Continental
Content for Worldspan Agencies. 
Continental and Worldspan will issue and publicize any such release in a
manner consistent with other press releases and promotional initiatives issued
by Continental and Worldspan.  In
addition, Continental 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.






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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
Continental 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
provision enforceable, and such provision as so modified will be 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 Georgia, 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”)






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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.


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


	
  Continental Airlines, Inc.

  	
  Worldspan, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James E.
  Compton

  	
   

  	
  By:

  	
  /s/ Ninan Chacko

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP Marketing

  	
   

  	
  Title:

  	
  Chief Commercial Officer

  	
   

  



 






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APPENDIX
A


Definitions


“Affiliate” means, with
respect to an entity, any other entity that owns that entity, is owned by that
entity, or is under common ownership with that entity, where ownership means
owning fifty percent or more of the voting interest in an entity.


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


“[**]” has the meaning
specified in Section 5.1.


[**]


[**]


[**]


“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
Continental 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.


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






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“Cancellation” means a
Booking generated in the Territory that is canceled by the applicable Worldspan
Agency through the Worldspan GDS.


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


“Continental Content”
means any information, including information concerning schedules, fares, fare
rules, inventory, functionality, and availability, that is used in connection
with making reservations for, or purchasing, any products or services provided
by the Continental Group, including Continental Flights.  For the avoidance of doubt, Continental
Content includes General Content (as defined in Section 2.1(a)), Full Content
(as defined in Section 2.1(b)), and Super Content (as defined in Section
2.1(c)).


“Continental Flight”
means any flight that is marketed under the airline designator code of (i)
Continental, or (ii) any Continental Affiliate.


“Continental Group” means
Continental and its Affiliates, including Continental Micronesia, Inc., a
Delaware corporation.


“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






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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.


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




[**]




“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 Continental
Content that is not an Internal Distribution 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.






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



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


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


[**]


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


“LTD” [**].




“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. 
[**].






[**]




“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
Continental and Worldspan.


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


“Prior Content Agreement”
means the Full Content Agreement, dated as of May 7, 2004, between
Worldspan and Continental.


“Private Fare” means,
with respect to any air carrier, any fare not made generally available to the
general public, consisting of (i) corporate discount fares, tour operator
fares, tour/wholesaler/consolidator fares (also known as “off-tariff fares”),
group fares, meeting and incentive fares, military fares, government fares,
charitable institution fares, negotiated corporate/agency/small business fares,
net fares, charter fares, and fares that require the purchase of another
product or service, [**].


“Promotional Fare” means,
with respect to any air carrier, an unpublished fare 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, offered for sale by or on
behalf of that air carrier to the general public in 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.


“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, but not including any TSA Bookings.


[**]


[**]






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



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[**].


“Term”
has the meaning specified in Section 1.1.


“Territory” means the 50
United States, including the District of Columbia.


“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 Continental Flight with respect to which
Continental 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, 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.






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



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[**]


[**]


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 Continental for
[**]generated by Traditional [**] during the Term 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
Continental for each Super Content Booking generated by [**] Agency 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:






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









 



[**]


With respect to any [**].


3.             [**] Bookings.  Notwithstanding the provisions of
Sections 1 and 2 of this Appendix B,[**]


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






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



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5.             [**]. 
[**].


6.             Time
of Payment.  Any amounts to which
either Party is entitled pursuant to this Appendix B will be due within
thirty days after Worldspan gives Continental notice thereof, by invoice or
otherwise, and will be payable in accordance with the payment procedures that
the Parties use for amounts payable under the PCA.


7.             Annual
[**].  [**].


8.             Cancellation
Fee.  [**].






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



 B-3