EXHIBIT 10.6
ASSOCIATE SABRE EQUIPMENT LEASE AGREEMENT
THIS AGREEMENT is made by and between AMERICAN AIRLINES,
INC., a Delaware corporation having its principal address at P. 0.
Box 619616, Mail Drop 0000, Xxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxx
00000-0000, X.X.X. ('American') and the undersigned (the
"Operator'), as defined in Schedule A of this Agreement.
American has developed a computer system ("xxx XXXXX
System') the airline industry's first fully automated reservations
system, with electronic facilities able to provide, store,
communicate, distribute, process and document such information as
is from time to time stored in the data base created and
maintained for the SABRE System.
Operator has requested American and American has agreed to
lease to Operator certain computerized reservations equipment in
order to receive data from and transmit data to the SABRE data
base as detailed in the Associate Agreement between American and
Operator and to provide Operator with certain functions of the
SABRE System through such equipment on the following terms and
conditions:
1 - Lease of Equipment, American hereby leases to Operator the
items of data processing equipment described in the attached
Schedule A ("Equipment').
2. Installation. (a) American shall install the Equipment or
cause the Equipment to be installed at Operator's place of
business set forth in Schedule A, and shall use its best efforts
to accomplish such installation on or about the installation date
set forth in Schedule A. Operator shall be responsible for
preparing a space acceptable to American for each item of
Equipment as well as for meeting all electrical requirements set
by American, the manufacturer of the Equipment and the
telecommunications provider furnishing communications facilities.
Operator shall also be responsible for ensuring that all required
system cables are placed in accordance with American's
specifications and comply with all local building and electrical
code requirements.
(b) Once installed, Equipment may only be moved with
American's prior written consent, and must be moved by American or
a party designated by American. Operator agrees to pay American's
then prevailing charges for any movement of Equipment.
3. Repairs and Maintenance, (a) The Equipment will be repaired
and maintained by American or by a service organization designated
by American. Operator will not attempt to perform repairs or
maintenance of any kind.
(b) Operator shall promptly inform American of any breakdown
of the Equipment by contacting SABRE Central at the available
toll-free numbers. Operator shall maintain a record of all
occasions upon which repair or maintenance service is required and
make such records available to American for inspection upon
request.
(c) There shall be no additional charge to Operator for
repair and maintenance services during normal business hours, such
charges being included in the charges described in paragraph 8.
For purposes of this paragraph, normal business hours shall be
9:00 a.m. to 6:00 p.m., Monday through Friday, excluding legal
holidays. For repair and maintenance services outside normal
business hours, if at Operator's request, Operator agrees to
reimburse American for reasonable costs that may be incurred by
American.
ASSOCIATE SABRE EQUIPMENT LEASE AGREEMENT - Page 2
4. Inspect American and/or a service organization or vendor
designated by American shall have the right to inspect the
Equipment and to monitor Operator's operation thereof at all
reasonable times provided, however, that such activities shall not
unreasonably interfere with the Operator's business operations.
5. Training. -(a) American shall provide (I) training in the
operation of the Equipment and the functions of the SABRE System
for two (2) Operator employees for each video agent set leased;
(ii) instruction for one (1) Operator employee for each place of
business set forth in Schedule A in methods and techniques of
instructing others to operate the Equipment; and (iii) access, via
the Equipment, to a computerized instruction function, to assist
Operator in performing recurrent training and training of new
employees. If during the training American determines any
Operator employee to be unsatisfactory, the employee shall be
removed from training and shall not be permitted to operate the
Equipment.
(b) The training described in subparagraphs 5 (a) (I) and
(ii) above shall be performed at a location to be designated by
American.
(c) At Operator's request, and subject to American's
existing commitments, American shall provide Operator additional
training services at American's then prevailing charges.
(d) Operator is responsible at its own expense for
maintaining and insuring the training level of all of its
employees utilizing the Equipment. American may, at its
discretion, monitor or test Operator's employees' training levels.
If American determines the training level of any one or more of
Operator's employees to be insufficient, then Operator will
institute such additional training at its own expense (including,
if necessary, additional training by American at American's then
prevailing charges), as may be necessary to bring Operator's
employees to the level of training required by American.
6. Use of Equipment and Data (a) As long as it is connected to
SABRE, the Equipment will be used by Operator solely for the
purposes and functions detailed in the Associates Agreement
between American and Operator and in strict accordance with
operating procedures and rules furnished by American to Operator.
(b) Operator shall take all precautions necessary to prevent
unauthorized operation of the Equipment. Intentional misuse of
SABRE, including, but not limited to, speculative booking or
reservation of space in anticipation of demand or improper record
or access shall be considered a material breach of this Agreement,
and American shall have the right to deny Operator access to SABRE
immediately without notice or liability to Operator.
(c) Operator shall not use any data transmitted under this
Agreement to develop or publish any reservation, ticketing, sales,
cargo or tariff guide. Operator shall use such data solely for
the purpose of implementing the services detailed in the Associate
Agreement. Operator shall not publish, disclose or otherwise make
available to any third party the compilations of air carrier
service data obtained from the SABRE System.
ASSOCIATE SABRE EQUIPMENT LEASE AGREEMENT - Page 3
7. Performances Disclaimer of Warranties, (a) American agrees to
use its best efforts to maintain the availability of the SABRE
System and the Equipment, but shall have no liability for
interruptions in the operation of the System or the Equipment. In
the event that the Equipment is not operable at least 95% of the
total normal business hours each month, excluding periods for
maintenance of Equipment or other scheduled down-time, American
will consider a reduction in the monthly charge for the month in
which the System was not operable at least 95% of the time. For
purposes of this paragraph, normal business hours shall be 9:00
a.m. to 6:00 p.m., Monday through Saturday.
Equipment shall be considered inoperable @ Operator is
unable, after calling SABRE Central as set forth in paragraph
3(b), to implement services as outlined in the Associates
Agreement as a result of the failure of the Equipment or a failure
attributable to the SABRE System.
For any month in which the Equipment is not operable at
least 95% of the total normal business hours, Operator may submit
a written record to American and request an adjustment in the
monthly charges. Operator's written records must, however, be
submitted in a timely manner and include, as a minimum, the date
on which the outage occurred; the time the system went down; the
time the outage was reported to SABRE Central; the time the system
was restored (within normal business hours as defined above); and
the type of outage.
(b) Operator acknowledges that neither American nor Official
Airline Guide, Inc. ("OAG'), the supplier of certain data provided
under the agreement, warrants the accuracy, merchantability or
fitness for particular purposes of any data or Equipment provided
under the Agreement. Neither American nor OAG shall be liable to
Operator for any injury, loss, claim or damage caused in whole or
in part by the negligence of American or OAG or by contingencies
beyond their respective control in procuring, collecting,
compiling, abstracting, interpreting, communicating, processing or
delivering any such data. However, if any errors in data
transmitted are due to circumstances under American's direct
control, American shall use its best efforts to correct such
errors in a timely manner.
(c) AMERICAN DISCLAIMS AND OPERATOR HEREBY WAIVES ANY
WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OF THE
EQUIPMENT, DATA OR SERVICES FURNISHED HEREUNDER OR ANY LIABILITY
IN NEGLIGENCE OR TORT WITH RESPECT TO THE EQUIPMENT, DATA OR
SERVICES FURNISHED HEREUNDER. OPERATOR AGREES THAT AMERICAN SHALL
NOT BE LIABLE TO IT FOR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFIT OR USE) UNDER ANY
CIRCUMSTANCES.
8. Charges, (a) Operator agrees to pay the charges listed in the
attached Schedules for the lease of the Equipment and for the
services and functions listed therein, within ten (1 0) days
following receipt of American's monthly invoice. In addition,
Operator shall pay American a removal fee if the Equipment is
removed for any reason. The removal fee shall be at American's
then prevailing rate.
ASSOCIATE SABRE EQUIPMENT LEASE AGREEMENT - Page 3
7. Performance* Disclaimer of Warranties, (a) American agrees to
use its best efforts to maintain the availability of the SABRE
System and the Equipment, but shall have no liability for
interruptions in the operation of the System or the Equipment. In
the event that the Equipment is not operable at least 95% of the
total normal business hours each month, excluding periods for
maintenance of Equipment or other scheduled down-time, American
will consider a reduction in the monthly charge for the month in
which the System was not operable at least 95% of the time. For
purposes of this paragraph, normal business hours shall be 9:00
a.m. to 6:00 p.m., Monday through Saturday.
Equipment shall be considered inoperable if Operator is
unable, after calling SABRE Central as set forth in paragraph
3(b), to implement services as outlined in the Associates
Agreement as a result of the failure of the Equipment or a failure
attributable to the SABRE System.
For any month in which the Equipment is not operable at
least 95% of the total normal business hours, Operator may submit
a written record to American and request an adjustment in the
monthly charges. Operator's written records must, however, be
submitted in a timely manner and include, as a minimum, the date
on which the outage occurred; the time the system went down; the
time the outage was reported to SABRE Central; the time the system
was restored (within normal business hours as defined above); and
the type of outage.
(b) Operator acknowledges that neither American nor Official
Airline Guide, Inc. ("OAG'), the supplier of certain data provided
under the agreement, warrants the accuracy, merchantability or
fitness for particular purposes of any data or Equipment provided
under the Agreement. Neither American nor OAG shall be liable to
Operator for any injury, loss, claim or damage caused in whole or
in part by the negligence of American or OAG or by contingencies
beyond their respective control in procuring, collecting,
compiling, abstracting, interpreting, communicating, processing or
delivering any such data. However, if any errors in data
transmitted are due to circumstances under American's direct
control, American shall use its best efforts to correct such
errors in a timely manner.
(c) AMERICAN DISCLAIMS AND OPERATOR HEREBY WAIVES ANY
WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OF THE
EQUIPMENT, DATA OR SERVICES FURNISHED HEREUNDER OR ANY LIABILITY
IN NEGLIGENCE OR TORT WITH RESPECT TO THE EQUIPMENT, DATA OR
SERVICES FURNISHED HEREUNDER. OPERATOR AGREES THAT AMERICAN SHALL
NOT BE LIABLE TO IT FOR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFIT OR USE) UNDER ANY
CIRCUMSTANCES.
8. Charges, (a) Operator agrees to pay the charges listed in the
attached Schedules for the lease of the Equipment and for the
services and functions listed therein, within ten (1 0) days
following receipt of American's monthly invoice. In addition,
Operator shall pay American a removal fee if the Equipment is
removed for any reason. The removal fee shall be at American's
then prevailing rate.
ASSOCIATE SABRE EQUIPMENT LEASE AGREEMENT - Page 5
13. Events of Default Cancellation, (a) In the event:
(I) Operator performs or permits any unauthorized repairs,
modifications, relocation or use of the Equipment or data
provided hereunder, fails to keep or disclose maintenance
records, or fails to pay any charges due hereunder;
(ii) Operator breaches any other term of this Agreement,
or any other Agreement between Operator and American Airlines,
Inc. or its corporate affiliates, which breach continues
uncured for fifteen (1 5) days after written notice by
American;
(iii) Operator becomes insolvent, makes any assignment for
the benefit of creditors; calls a meeting of creditors; offers
a composition or extension to creditors; suspends payments;
consents to or suffers the appointment of a receiver, a
trustee, a committee of creditors or a liquidating agent; files
or has filed against ft a petition in bankruptcy or seeking
reorganization, arrangement or readjustment of its debts or its
dissolution or liquidation or for any other relief under any
bankruptcy or insolvency law or has entered against it any
judgment or decree for its dissolution which remains
undismissed or undischarged or unbonded for a period of thirty
(30) days;
(iv) Operator breaches any term of the Associates Agreement;
Then American may terminate this Agreement of five (5) days
written notice and all charges set forth in the attached Schedules
for the unexpired term of this Agreement shall become immediately
due and payable, without demand or invoice and Operator shall
promptly pay such amount to American. Operator shall also be
obligated to promptly pay all damages which American may sustain
by reason of the default, including, without limitation, all legal
fees and other expenses incurred by American.
(b) In the event:
(I) American breaches any term of this Agreement;
(ii) American becomes insolvent, makes any assignment for
the benefit of
creditors; calls a meeting of creditors; offers a composition
or extension to creditors; suspends payments; consents to or
suffers the appointment of a receiver, a trustee, a committee
of creditors or a liquidating agent; files or has filed against
it a petition in bankruptcy or seeking reorganization,
arrangement or readjustment of its debts or its dissolution or
liquidation or for any other relief under any bankruptcy or
insolvency law; or has entered against it any judgment or
decree for its dissolution which remains undismissed or
undischarged or unbonded for a period of thirty (30) days;
(iii) American breaches any term of the Associates Agreement;
then Operator may cancel this Agreement effective on five (5)
days written notice.
14. Additional and Replacement Functions, Services or Equipment,
(a) American retains
the right to modify the Equipment, the SABRE System functions or
services or any related
ASSOCIATE SABRE EQUIPMENT LEASE AGREEMENT - Page 6
equipment at its discretion at any time during the term of this
Agreement. However, such modifications will not materially after
the services provided under this Agreement.
(b) Additional and replacement functions and services may be
offered by
American or requested by Operator in writing at any time after
acceptance of this Agreement.
Any additional or replacement functions or services will be
provided, as available, at
American's then prevailing charges, terms and conditions for such
functions and services.
Use by Operator of any such additional function or service
constitutes Agreement to pay
American's then prevailing charge for such use.
15. Return of Equipment, Upon termination or cancellation of this
Agreement, Operator shall be responsible for returning the
Equipment to American, at such place as American shall direct, in
the same condition as when delivered to Operator, except for
reasonable wear and tear. In the event Operator wishes to return
one or more (but not all) items of Equipment upon expiration of
the initial term, Operator shall submit a written request to
American at least thirty (30) days prior to the anticipated date
of return and such return shall be done in a manner described in
the preceding sentence.
16. -Risk of Los@ Risk of loss of the Equipment shall be borne
by Operator from receipt of
the Equipment at the location set forth in Schedule A until this
Agreement is terminated and
the Equipment returned to American.
17. Assignment.-Operator shall not transfer or assign this
Agreement, or any right or
obligation under it, by operation of law or otherwise, without the
prior written consent of American.
18. Applicable Law, This Agreement shall be governed by the laws
of the State of Texas
and the United States of America. Without limiting in any way
the jurisdiction of the courts of
any state, nation, or province or American's right to invoke the
Jurisdiction of such courts,
Operator hereby submits and consents to the jurisdiction of the
courts of the United States of America and the State of Texas in
any dispute arising out of this Agreement and agrees that service
of process shall be sufficient if made on the Secretary of State
of the State of Texas with a copy to be sent, registered mail to
Operator at the address set forth above or such other address as
Operator may later specify by written notice to American.
19. Consents, Any consent required under this Agreement shall not
be unreasonably withheld.
20. Entire Agreement This Agreement is the entire agreement of
the parties with respect to Equipment and shall supersede any
previously executed agreements between the parties relating to the
subject matter. Any amendment to this Agreement must be in
writing and signed by the authorized representatives of both
parties. Without limiting the generality of the foregoing,
Operator expressly agrees and acknowledges that any terms or
conditions proposed by Operator in a purchase order or other
document are hereby rejected by American.
ASSOCIATE SABRE EQUIPMENT LEASE AGREEMENT - Page 7
21. Notices. Notices given or required under this Agreement
shall be deemed delivered sent by United States mail, postage
prepaid, to the respective address of American or Operator set
forth at the beginning of this Agreement.
22. Waiver. A failure or delay of American to require strict
performance or to enforce a provision of this Agreement or a
previous waiver or forbearance by American shall in no way be
construed as a waiver or continuing waiver of any provision of
this Agreement.
American and Operator have executed this Agreement as of the 30th
day of June, 1995.
CORPORATE TRAVEL LINK, INC. AMERICAN AIRLINES, INC.
BY:______________________ BY:___________________
XXXXXX XXXXXXX J.K. LINES
President Vice President, Finance
SABRE Travel Information Network
SCHEDULE A
Operator Name: Corporate Travel Link : V6E3
and Location: 00 Xxxxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
Billing
Customer
Monthly Service Charaes
Pricing
1 Data Line $420.00
Equipment to
Be Installed: Same As Above
Total Service Charges
$420.00 per month
(Federal, State, Local or other governmental taxes, duties, fees,
licenses and Assessments are not included)
Subiect to Paragraph 10 of the
Agreement, Installation
Date On Or About: Upon Installation
Equipment Replacement-Value: $ N/A
SCHEDULE B
Other Charges
1. Installation Charges: $1,000.00
2. During the term of this Agreement, an additional charge will
be made for the installation and/or removal of individual pieces
of Equipment; for Equipment relocation within Operator's
premises; for each complete office disconnect and/or relocation
to different premises; and for an interface installation.
These charges will be at American's prevailing rate.
3. American retains the right to charge Operator for
communication costs actually incurred in excess of the first ten
messages transmitted per month per Video Agent Set incurred
through the use of the SABRE System.
Schedule C
Standard Functions
The following are standard functions, the cost of which are
included in the charges set forth in Schedule A;
SABRE Assisted Instruction
Optional Functions
Optional functions may be offered by American from time to
time. If ordered by Operator in writing, such optional function
shall be billed to operator at American's then prevailing charge.
It is hereby acknowledged by Operator that using any such optional
function constitutes agreement to pay American's then prevailing
charge for such function.
If Operator utilizes any optional function, ft is hereby agreed
that Operator shall follow the written procedures and instructions
provided by American for such function.
Failure to pay on a timely basis for any optional function may
at American's sole election result in an event of default under
this Agreement and/or termination of such function.
