THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE
INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]."
AMENDMENT TO TRAVEL PRIVILEGES AGREEMENT
This Amendment to Travel Privileges Agreement (the "Amendment") is
made and entered into as of the 15th day of March, by and between American
Airlines, Inc., a Delaware corporation ("American") and Sabre Inc. (formerly
known as The SABRE Group, Inc.), a Delaware corporation ("Sabre").
RECITALS
WHEREAS, American and Sabre entered into that certain Travel
Privileges Agreement (the "Agreement"), dated as of July 1, 1996; and
WHEREAS, as part of Sabre's disaffiliation from American, the
Parties desire to amend the Agreement in certain respects;
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings set forth herein, the Parties agree as follows:
1. Capitalized terms not defined herein shall have the meanings
given to them in the Agreement.
2. The Agreement is amended as follows:
2.1 All references to "The SABRE Group" are hereby changed to
"Sabre."
2.2 The following is hereby added to the end of Section 9 of the
Agreement:
"Notwithstanding anything to the contrary set forth herein, it
is understood and agreed that American shall be permitted to
do any or all of the following: (i) give its employees
occasional special travel incentives (such as award
certificates) that entitle American's employees to reduced
service charge or service charge waived travel at the D1
classification, provided the number of such special travel
certificates awarded in any calendar year may not exceed the
number of American's employees who were eligible for
non-revenue travel at the D2 classification at the time such
incentives are given, and (ii) make changes to Pass Category
designations or the assignment of Travel Privileges within
Pass Categories, so long as the total number of American's
employees affected by such changes, considered in the
aggregate, does not amount to more than one-half of one
percent (0.5%) of American's then-current total employee
workforce at the time such change is made (taking into account
the number of employees previously affected by changes made
pursuant to this subsection (ii)). For the avoidance of doubt,
it is understood and agreed that an increase, for any reason,
in the number of employees at a certain management level (e.g.
an increase in Level 8 employees at American), shall not be
considered a change to a Pass Category designation or a change
to the assignment of Travel Privileges within a Pass Category.
2.3 The following is hereby added as Section 12.5 to the
Agreement:
"12.5 ALLOCATION OF ADMINISTRATIVE COSTS American shall charge
Sabre a fixed price (the "Price"), which Price will represent
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]. It is
understood and agreed that (i) the base Price for year 2000
will be [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] (the
"Base Price"); (ii) the Base Price will be adjusted annually
in the same manner in which the costs for Administration of
Travel Policy (i.e., "Service F") were adjusted under that
certain Management Services Agreement between the Parties,
effective as of July 1, 1996 [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED] (iii) the Base Price for the year 2000
will be pro-rated based upon 9.5 months of costs allocated to
Sabre under this Agreement; (iv) the Price for the year in
which this Agreement terminates will be prorated based upon
the actual number of months that will have elapsed by the
relevant termination date; and (v) the Price for each year
during the Term of this Agreement shall be payable by Sabre in
twelve equal installments, which will be invoiced by American
monthly, and which will be payable by Sabre within thirty (30)
days of Sabre's receipt of such invoice.
2.4 The following is hereby added as Section 21 to the
Agreement:
"21 INDEMNITY Sabre shall indemnify American against (i) any
documented and reasonable incremental costs incurred by
American in continuing to offer non-revenue travel privileges
to Eligible Employees and Eligible Retirees, (ii) lost
revenues and costs, as documented by American and billed
directly to Sabre, as
a consequence of the travel abuse or fraud by current or
former Eligible Employees, or by current or former Eligible
Retirees, of by other Sabre employees, or by Sabre's
individual contractors, or by any third party that asserts
rights derived from such persons, (iii) Claims asserted
against American that result from the conduct of current or
former Eligible Employees, or current or former Eligible
Retirees, or any other person who travels on American using
the travel privileges of current or former Eligible Employees
or current or former Eligible Retirees, in each case, while
such person is traveling as a non-revenue passenger under this
Agreement, (iv) any Claims asserted against American by
current or former Eligible Employees, or by current or former
Eligible Retirees, or by other Sabre employees, or by Sabre's
individual contractors, or by any third party that asserts
rights derived from such persons and which Claims relate in
any way to (a) any amendments or modifications of this
Agreement (including any amendments or modifications in
connection with Sabre's disaffiliation from American), (b) the
expiration of this Agreement, or (c) American's termination of
this Agreement pursuant to its terms, and (v) any documented
and reasonable incremental administrative costs incurred by
American as a consequence of Sabre's participation in
American's non-revenue travel program after Sabre's
disaffiliation from American. The provisions of this Section
21 shall survive any termination or expiration of this
Agreement."
2.5 The following is hereby added as Section 22 to the
Agreement:
"22 ADMINISTRATION
22.1 Sabre will participate in either American's SHAARP
system, or some other system or group of systems that are
functionally and fully compatible with the required systems
of American. All system migration costs will be paid by
Sabre.
22.2 American will retain control over the design of
and the rules and policies relating to its non-revenue
travel program. In addition, American will retain control
over all administrative functions relating to its
non-revenue travel program, with the exception of those
administrative functions specifically given to Sabre in
Section 22.3.
22.3 Sabre will control certain administrative
functions that relate to its participation in American's
non-revenue travel program, including Eligible Employee and
Eligible Retiree enrollment, discipline, and
communications, the determination of eligibility for
participation in American's non-revenue travel program, and
such other administrative functions upon which the Parties
may agree from time to time.
22.4 Within six (6) months following the date on which
Sabre is disaffiliated from American, representatives from
the Human Resource departments of both Parties will confer
to address administrative matters relating to Sabre's
post-disaffiliation participation in American's non-revenue
travel program. Such issues shall include the Parties'
respective administrative responsibilities, costs, system
compatibility, and such other matters as either of the
Parties may deem appropriate."
3. Except as expressly set forth herein, all pricing, terms, and
conditions of the Agreement will remain in effect and without change.
4. This Amendment shall be construed and interpreted, and its
validity and enforceability shall be determined, under the laws of the State
of Texas without regard to any conflicts of law rules.
IN WITNESS WHEREOF, the undersigned duly authorized representatives
of the Parties have executed this Amendment as of the day and year first
written above.
AMERICAN AIRLINES, INC.
----------------------------
By:
Its:
SABRE INC.
----------------------------
By:
Its:
