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EXHIBIT 10.16
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment
request.
SABRE SUBSCRIBER AGREEMENT - (UNITED STATES)
This SABRE(ct,R)(1) Subscriber Agreement (the "Agreement") is entered
into by and between the SABRE Travel Information Network, a division of
American Airlines, Inc. ("American") and the undersigned ("Customer"), as of
the date executed by American below ("Effective Date") regarding the provision
of products and services set forth herein to Customer's locations within the
United States and its territories.
Article 1 - Lease Term
1.1 Lease. For the term specified in 1.2 below, American shall lease to
Customer the System, as defined herein.
1.2 Term. The lease term of the System identified on Schedule A shall
commence on the date of installation and shall continue for [60] months
("Initial Term"). Any additional System installed subsequent to the date of
execution of this Agreement by American shall be subject to the terms and
conditions of this Agreement and shall have a term of [60] months commencing on
the date of installation ("Additional Term").
Article 2 - Definitions
The following terms shall have the following meanings in this Agreement:
2.1 Agreement means this SABRE Subscriber Agreement, and all Amendments,
Schedules and Supplements made a part hereof.
2.2 Confidential Information means this Agreement, any and all applicable
rights to patents, copyrights, trademarks and trade secrets, proprietary and
confidential information of American or its affiliates, subsidiaries,
successors or assigns concerning their past, present or future research,
development, business activities or affairs, finances, properties, methods of
operation, processes and systems, agreements (including without limitation
private fare or special discount agreements) related to the business of
American.
2.3 Instructions means any and all manuals, operating procedures,
manufacturer's recommendations, rules, and instructions delivered or made
available to Customer (either in hard copy or via SABRE), all of which must be
complied with by Customer. Such Instructions may be unilaterally revised or
amended by American at any time in its sole discretion.
SABRE is a Registered Trademark of American Airlines, Inc.
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2.4 Participant means an air carrier, hotel or rental car company which has
an agreement with American for the sale of its products or services through
SABRE.
2.5 SABRE Bookings means the number of airline, hotel, or rental car
segments (which obligates a Participant to pay a booking fee to American)
created in or processed through SABRE by Customer per video agent set during
any one calendar month.
2.5.1 For airline segments only, SABRE Bookings shall be counted in the month
that they are processed through SABRE, less cancellations made prior to the
date of departure during the same calendar month. Multiple passengers within
the same PNR ("Passenger Name Record") segment shall constitute multiple SABRE
airline bookings. For example, one passenger on a direct flight constitutes
one SABRE airline booking; one passenger on a two segment connecting flight
constitutes two SABRE airline bookings; and two passengers under the same PNR
on a direct flight constitutes two SABRE airline bookings.
2.5.2 A SABRE car or hotel booking shall mean the total automated segments
processed through the SABRE CAARS or SHAARP package by (or secured to) a SABRE
subscriber which contain an action status code of HK, KK or KL. Car and hotel
bookings shall be counted in the month in which the PNR that contains the
booking is purged from SABRE. A PNR will purge forty-eight hours after the
last segment date (including any segments cancelled prior to activity date).
For hotel bookings only, a segment booking means one room, suite or other
accommodation booked for the quantity of occupants using the accommodation for
the entire duration of the booking. For example, if a PNR stipulates three
suites for three persons for six nights then this constitutes three bookings.
For car bookings only, a segment booking means one vehicle booked for the
entire duration of its use.
2.6 SABRE Component means all memory, disk storage space, ports and any other
element of the Standard Equipment.
2.7 SABRE Promotional Support means the total dollar value of incentives
provided to Customer as identified on Schedule A and any Supplement.
2.8 Schedule A means the document reflecting the Charges and any applicable
discounts for the System as amended by any Supplement(s).
2.9 Standard Equipment means the items of computer hardware leased to
Customer in accordance with this Agreement.
2.10 Supplement means the document reflecting any changes to the System,
and/or Charges or discounts related thereto. The Supplement shall incorporate
all terms and conditions of the
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Agreement. The parties agree that any such Supplement need not be signed
unless requested by either party and that completion of the change specified on
such Supplement, or the payment of the revised Charges, whichever occurs first,
constitutes acceptance and ratification of the terms and conditions of the
Supplement as though it was fully set forth herein.
2.11 System means the Standard Equipment, SABRE Component, and/or the System
Software as identified on Schedule A and all Supplements.
2.12 System Software means that Software delivered by American to Customer as
identified on Schedule A and all Supplements.
2.13 Transaction means a grouping of characters transmitted to SABRE whether
such transmission is made in SABRE manually or automated. Each transmission to
SABRE from Customer constitutes one Transaction. No input message may exceed
three hundred characters in length.
Article 3 - Charges and Payments
3.1 Prepayment. Upon execution, Customer shall pay to American the
prepayment as shown on Schedule A. If the System is installed, the prepayment
shall be credited against the Customer's first Charges.
3.2 Charges. All amounts payable to American ("Charges") shall be due and
payable within fifteen days of the date of American's invoice, without setoff
or counterclaim.
3.3 Additional Charges. Customer agrees to pay to American an additional
charge at American's then prevailing rate for services and materials including
without limitation the following: (a) the installation or removal of Standard
Equipment; (b) Standard Equipment relocation within the site; (c) each site
disconnect or relocation to different premises; (d) modifications, upgrades,
enhancements or additions of Standard Equipment and/or System Software; (e)
excess cable required for installation; (f) installation of peripheral devices
requested by Customer, and (g) processing Transactions which exceed the level
of one hundred-five Transactions per SABRE Booking.
3.4 Increases. American shall have the right to increase the Charges for the
remaining term of this Agreement upon thirty days written notice to Customer.
If the increase exceeds [ * ] of the Charges in any consecutive twelve month
period, Customer may terminate this Agreement upon written notice to American
within fifteen days of receipt of American's notice of the increase.
Notwithstanding the foregoing, the communication access charge in such Charges
shall be subject to increase, at any time and
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
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without limitation, to cover any increase in the cost imposed upon American.
3.5 SABRE Services. If Customer elects to use certain of SABRE's services
(such as, but not limited to, Ticketing and Invoice/Itinerary functions,
Microfiche), Customer shall pay all charges for such services based on
American's then prevailing rate.
3.6 Interest. Charges not paid when due shall accrue interest at the rate of
eighteen percent per annum or the highest rate permitted by Texas law,
whichever is less.
3.7 Taxes. Customer shall pay any taxes, or assessments including any
interest or penalty thereon levied as a result of this Agreement, excluding
taxes measured by the net income of American. Customer shall indemnify and
hold harmless American from all costs fines and expenses (including reasonable
legal costs) incurred by American resulting from Customer's failure to pay
taxes as provided in this Article.
Article 4 - Installation and Delivery
4.1 Delivery. American shall arrange for delivery of the System F.O.B. the
site, on the estimated installation date, as identified on Schedule A and all
Supplements thereto.
4.2 Installation. Subject to Article 4.3, American shall install, or cause
to be installed, the System at the site.
4.3 Customer's Obligations Prior to Installation. Customer, at its expense,
shall be responsible for preparing, on or before the estimated installation
date, the site for the System in accordance with the Instructions. If
installation of the System is prevented or delayed because of Customer's
failure to prepare the site, American shall use reasonable efforts to install
the System upon Customer's compliance with this Article and upon payment of all
reasonable expenses incurred by American resulting from Customer's failure to
prepare the site.
4.4 Relocation and Possession. Customer shall at all times keep the System
in its sole possession and control at the site. Customer shall not move any
part of the System from the site without first obtaining the written consent of
American.
4.5 Communication Access. American or its designated third party shall
install the necessary communication access device to connect the System to
SABRE. All such devices are either owned by American or such third-party, are
subject to this Agreement, and shall be returned to American or the third-party
as American directs upon termination of the Agreement.
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4.6 Non-Standard System. Customer shall not connect or use any hardware,
software, or firmware not acquired from American with SABRE or the System
without American's prior written consent, which shall be granted provided that
such hardware, software, or firmware is approved by American for use with SABRE
and Customer executes the Non-Standard System Amendment.
4.7 Acceptance of System. Upon installation of the System and establishment
of a successful connection with SABRE, Customer shall be deemed to have
accepted the System. Any use of the System, additional System and/or
non-standard system further constitutes acceptance of the Agreement and
applicable Amendments and Supplements by the Customer.
Article 5 Repairs and Maintenance
5.1 Repairs and Maintenance. Upon prompt notification from Customer,
American, or its designated agent, shall repair and maintain or replace the
Standard Equipment and shall keep it in good working order provided that the
Standard Equipment has been subject to reasonable operation. Customer shall
not make any modifications nor attempt to perform repairs or maintenance of any
kind.
5.2 Notification. Customer shall promptly inform American of any breakdown
of the Standard Equipment by contacting SABRE Customer Services. Customer
shall maintain a record of all occasions upon which repair or maintenance
service is performed and make such records available to American upon request.
5.3 Charges. Repair or maintenance services on Standard Equipment during
normal business hours (9:00 a.m. to 6 00 p.m. local time, Monday through
Friday, excluding legal holidays) are included in the Charges, provided that
the Customer has not been negligent and the Standard Equipment has been subject
to reasonable operation; otherwise, Customer will be charged a service fee in
accordance with American's or its independent contractor's then prevailing
rates.
Article 6 - Title and Ownership of System
6.1 Title and Ownership of System. The System leased hereunder shall remain
the property of American. Customer shall not in any other manner dispose of the
System or any part thereof or suffer any lien or legal process to be incurred
or levied on the System.
6.2 Risk of Loss. Risk of loss for and damage to the System shall pass to
the Customer upon delivery of the System to the site.
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Article 7 - Insurance
7.1 General. Upon delivery of the System to the site, Customer shall
maintain Comprehensive General Liability (including bodily injury, product
liability, property damage and contractual liability) and All Risk Property
Insurance.
7.2 Comprehensive General Liability. The Comprehensive General Liability
coverage shall be in an amount not less than one million dollars combined
single limit. The coverage shall include the following special provisions: (a)
American, its officers, agents and employees, shall be named as additional
insureds; (b) The policy(ies) shall specifically insure the indemnification
provision included in this Agreement; (c) Such insurance shall be primary
without any right of contribution from any insurance maintained by the
additional insureds; and (d) Insurers will provide American with thirty days'
prior written notice of any cancellation or material change.
7.3 All Risk Property. The All Risk Property insurance shall be in an amount
to cover the replacement value of the Standard Equipment as set forth in
Schedule A and all Supplements. Such policy shall: (a) name American as
additional insured; (b) name American as the sole loss payee for loss of the
Standard Equipment; (c) specifically insure the indemnity obligation assumed
by Customer herein; (d) be primary without right of contribution from any
insurance carried by American; and (e) provide that American will be given
thirty days' prior written notice of any cancellation or material change of
such policy.
7.4 Certificates. Customer will provide to American, on or before delivery
of the System to the site, a Certificate issued by its insurer(s), evidencing
the insurance coverage required by this Article. If American does not receive
such Certificate of Insurance prior to delivery of the System, American may
obtain insurance and Customer shall reimburse American for all amounts paid by
American to obtain such insurance.
Article 8 - Title and Ownership of Confidential Information
8.1 The Confidential Information shall remain American's exclusive property.
8.2 Customer shall maintain in perpetuity the confidentiality of the
Confidential Information using the highest degree of care. Customer shall not
use, sell, sublicense, transfer, publish, disclose, display, or otherwise make
available to others, except as authorized in this Agreement, the Confidential
Information or any other material relating to the Confidential Information at
any time before or after the termination of this Agreement nor shall Customer
permit its officers, employees, agents,
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contractors or subcontractors to divulge the Confidential Information without
prior written consent of American.
8.3 Customer shall use the data transmitted under this Agreement ("data")
solely for the benefit of its customers in connection with rendering the
following services: (i) air carrier, hotel, car and rail reservations,
including schedule quotations; (ii) customer accounting and record keeping
activities; or (iii) the sale of or reservations for other miscellaneous
products or services offered in SABRE. Customer shall not publish, disclose or
otherwise make available to any third party any compilation of data obtained
from SABRE. However, Customer may use specific data for the benefit of its
customers in connection with any reservation or schedule quotation production
of a hard copy travel itinerary, invoice, statement or ticket.
Article 9 - System Software License
9.1 Ownership of System Software. Customer acknowledges that American or
the original manufacturer of the System Software, as applicable, owns or has
licensed from the owner, copyrights in the respective System Software and that
ownership and title are retained by the manufacturer or its licensor. All
applicable rights to patents, copyrights, trademarks, and trade secrets
inherent in the System Software and pertinent thereto are and shall remain
American's or the original manufacturer's sole and exclusive property. Any copy
of such Software must incorporate any copyright, trade secret, or trademark
notices or legends appearing in the original version delivered to Customer.
9.2 Grant of License. Subject to the provisions of this Agreement and for
the term specified in Article 1.2, either American or the original manufacturer
grants to Customer a non-transferable, non-exclusive limited license to use the
System Software subject to the following restrictions. (a) Customer shall use
the System Software solely in connection with its use of SABRE, (b) the System
Software shall be used and installed solely at the site and solely used on the
Standard Equipment, or other equipment authorized by American, (c) the System
Software shall be used solely for internal purposes and only in the ordinary
course of business, (d) Customer shall not compile, reverse compile, decompile,
disassemble, reverse assemble or reverse engineer the System Software or any
portion thereof, (e) the System Software shall not be copied or reprinted in
whole or in part except (i) a reasonable number of copies of each program may
be made in machine readable form for reasonable archival or backup purposes or
(ii) when American has granted permission to do so, and (f) Customer shall not
lease, sell, license, sublicense or otherwise transfer the System Software to
any other party. Nothing in this Agreement shall convey title to the System
Software to Customer.
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9.3 Modification Rights. Customer shall not modify the System Software or
merge such software into other programs or create derivative works based on
such software. Additionally, Customer shall not delete or cause to be deleted
the System Software from the System. Notwithstanding anything to the contrary
contained herein, noncompliance with this provision shall constitute an Event
of Default under this Agreement and this Agreement shall immediately terminate
and Customer shall be obligated to pay American damages as specified in Article
14 hereof.
9.4 Upgrades and Modifications. All tangible objects containing or relating
to the System Software are the sole and exclusive property of American or the
manufacturer. In the event American, in its sole discretion, modifies the
System Software, it may deliver such modified System Software to Customer at
its then current charge, if any, and Customer shall promptly return to American
any and all tangible objects relating to the System Software as provided in
Article 15.7. Customer shall be solely responsible for protecting all software
not obtained from American hereunder and the data related thereto in the event
of a software upgrade. Customer, in order to receive an upgraded or updated
program, shall comply with any and all terms and conditions and Instructions
imposed by American.
9.5 Fileserver. Customer shall use the System Software solely on a single
processing unit (the "Fileserver"). In the event a Fileserver is upgraded,
Customer shall be solely responsible for moving and protecting all software not
obtained from American and the data related thereto.
9.6 Operating Program
9.6.1 Customer acknowledges that the System Software incorporates, in part,
copyrighted materials pertinent to the Operating Program as identified on
Schedule A. Customer agrees that such copyrighted portions shall be subject to
the Operating Program copyright and license.
9.6.2 If Customer requires additional Operating Programs, Customer shall
notify American and American will provide Customer with additional programs via
Supplements to support additional video agent sets pursuant to this Agreement.
9.6.3 Customer will look only to American and not to the manufacturer for any
support, maintenance, assistance and upgrades and the like with respect to the
Operating Program and the manufacturer shall have no liability to Customer in
relation to this program.
9.6.4 No action, regardless of form, arising out of the license of the
Operating Program may be brought more than two years after the cause of action
has arisen.
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9.6.5 Customer shall physically retain a copy of the Conditions of Use for
SABRE Users (Attachment I) with the applicable video agent sets or dedicated
fileserver/processor eligible to use such Operating Program.
9.6.6 THE LICENSE OF THE OPERATING PROGRAM, IF MANUFACTURED BY IBM, SHALL BE
CONSTRUED AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE UNITED
STATES OF AMERICA NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT.
9.7 System Software.
9.7.1 Customer acknowledges and agrees that Customer is not entitled to any
greater warranty with respect to the System Software than the warranty received
by American from its supplier of the respective System Software.
9.7.2 EXCEPT AS SPECIFICALLY PROVIDED BELOW, THE SYSTEM SOFTWARE IS PROVIDED
TO CUSTOMER AS IS AND WITH ALL ITS FAULTS WITHOUT ANY WARRANTY WHATSOEVER,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE IMPLIED WARRANTIES
ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR ANY
OTHER WARRANTY. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE
SYSTEM SOFTWARE IS WITH THE CUSTOMER. SHOULD THE SYSTEM SOFTWARE PROVE
DEFECTIVE, CUSTOMER SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING,
REPAIR OR CORRECTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. THIS WARRANTY
GIVES CUSTOMER SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS
WHICH VARY FROM STATE TO STATE. ADDITIONALLY, CUSTOMER ASSUMES RESPONSIBILITY
FOR THE SELECTION OF THE SYSTEM SOFTWARE TO ACHIEVE CUSTOMER'S INTENDED
RESULTS, AND FOR THE INSTALLATION AND USE OF AND THE RESULTS OBTAINED FROM THE
SYSTEM SOFTWARE.
9.7.3 Notwithstanding the above, the media on which the SABRE Emulation
Software, SABREworks, SABREmail (if applicable) and the LAN Program are encoded
is warranted to the Customer against defects in material or workmanship for a
period of three months from the date of original purchase by Customer. If
during such period, Customer discovers any defect in the media, Customer may
return the media to American and American shall, as Customer's sole and
exclusive remedy, repair or replace the defective media.
Article 10 - Operation of SABRE and the System
10.1 Operation of System.
10.1.1 SABRE and the System shall be operated by Customer solely for the
purposes and functions expressly permitted by this Agreement and in strict
accordance with the Instructions.
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10.1.2 Customer shall access SABRE only on the System or another system or
device authorized in writing by American.
10.1.3 Customer shall take all precautions necessary to prevent unauthorized
operation or misuse of SABRE or the System, including without limitation,
speculative booking, shell bookings, reservation of space in anticipation of
demand, or improper record or access. In the event of misuse of SABRE or the
System, American reserves the right, in addition to all rights under the
Agreement, to terminate the Agreement.
10.1.4 Customer shall not enter SABRE Bookings into SABRE as GK or HK or YK
("passive bookings") when no corresponding space has been reserved within the
transporting carrier's internal reservation system. Bookings so entered shall
not be calculated in determining productivity levels herein. All passive
bookings shall be removed from SABRE should corresponding space be cancelled
direct via telephone with the transporting carrier.
10.2 Non-Exclusivity. This Agreement is not exclusive and nothing in the
Agreement is intended to preclude or prohibit Customer from using any other
computerized reservation system. The parties agree that Customer's expected use
of the System is the Fixed Monthly Discount Booking Level stated in the
Schedule A and any subsequent Supplements.
10.3 Transaction Volume. Notwithstanding the provisions of Article 3.3(g),
American shall have the right, upon thirty days notice to Customer to limit
Customer to generating no more than one hundred-five Transactions per SABRE
Booking.
10.4 Training. For Standard Equipment leased hereunder, American will make
available the following training allotments:
(a) Two training allotments per video agent set and each
non-standard video agent set triple A which includes a choice of the following
SABRE instructional levels: Fundamental, Intermediate, Accelerated;
(b) One training allotment per Customer site for Train the
Trainer;
(c) Access via Standard Equipment to SABRE Assisted
Instruction ("SAI") lessons to assist Customer in performing recurrent training
and training of new employees.
For purposes of this Article, training allotment shall mean one training class.
10.4.1 Upon written request from Customer, at such time that Customer's free
allotments have been exhausted, additional training allotments will be offered
subject to availability and
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at American's then prevailing rate per person, per class. The additional
training charge will be assessed on Customer's monthly invoice. Training
allotments for Standard Equipment and non-standard video agent set triple A's
installed subsequent to the Effective Date shall be determined as specified in
10.4(a) above.
10.4.2 The training described in Article 10.4 shall be performed at a location
designated by American.
10.4.3 Except as otherwise provided herein, Customer is responsible for all
training of all its employees in the proper use of SABRE.
10.4.4 In addition to the training described in Article 10.4, American may
offer to Customer supplemental training programs on a local level. Such
training may consist of, but not be limited to, workshops, seminars, and
individual consultations.
10.4.5 Customer and its trainees agree to comply with all training procedures
and rules established by American, and American reserves the right to remove
any Customer trainee from the training program if such trainee fails to comply
with such procedures and rules.
10.4.6 American may, at its discretion, monitor or test Customer's employee's
training levels. If American determines the training level of any one or more
of Customer's employees to be insufficient, then Customer 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 Customer's employees to the level of training required by American.
Article 11 - Warranty, and Limitation of Warranty,
Liability and Remedy
11.1 SABRE Warranty. American agrees to use reasonable efforts to maintain
the availability of SABRE, but shall have no liability for interruptions in the
operation of SABRE except as specifically provided herein. Subject to the terms
hereof, in the event that SABRE is not operable at least ninety-five percent of
the total normal business hours each month, excluding periods for maintenance
of Standard Equipment or other scheduled down time ("Normal Time"), American
will reduce the monthly charges (on a pro-rata basis according to the
percentage of Normal Time during which SABRE was not operable at least
ninety-five percent of the Normal Time. For purposes of this paragraph, normal
business hours shall be 9:OO a.m. to 6:00 p.m., local time, Monday through
Saturday. SABRE shall be deemed inoperable if Customer is unable, after calling
SABRE Customer Service to make any SABRE Bookings as a result of a failure
attributable to SABRE. To request a
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reduction under this Article ll.1, Customer shall submit a written record to
American and request an adjustment in the monthly charges. Customer's written
records must be submitted in a timely manner and include, at a minimum, the
date and time which the outage occurred, the time the outage was reported to
SABRE Customer Service, the time SABRE was restored (within normal business
hours as defined above) and the type of outage.
11.2 Data. CUSTOMER ACKNOWLEDGES THAT NEITHER AMERICAN NOR THE OFFICIAL
AIRLINE GUIDE INC. ("OAG"), THE SUPPLIER OF CERTAIN DATA PROVIDED UNDER THE
AGREEMENT, WARRANTS THE ACCURACY, MERCHANTABILITY, OR THE FITNESS FOR A
PARTICULAR PURPOSE OR THE NON-INFRINGEMENT OF ANY DATA PROVIDED UNDER THIS
AGREEMENT. NEITHER AMERICAN NOR OAG SHALL BE LIABLE TO CUSTOMER 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 REASONABLE EFFORTS TO CORRECT SUCH ERRORS IN A TIMELY MANNER. IN THE
EVENT A PASSENGER USES A CONFIRMED TICKET FOR AIR TRANSPORTATION ISSUED BY
CUSTOMER BY MEANS OF SABRE AND IS REFUSED CARRIAGE BECAUSE OF AN OVERSALE OF
SEATS OR THE LACK OF RECORD OF SUCH RESERVATION, THE SOLE REMEDY OF CUSTOMER
SHALL BE AS SET FORTH IN THE TARIFF OF THE REFUSING CARRIER OR APPLICABLE TERMS
AND CONDITIONS OF THE CARRIER'S CONTRACT OF CARRIAGE.
11.3 Standard Equipment. The Standard Equipment shall be delivered and
installed in good working order.
11.4 Limitation of Warranty. THE LIMITED EXPRESS WARRANTIES SPECIFIED HEREIN
ARE THE ONLY WARRANTIES MADE BY AMERICAN AND THE MANUFACTURER AND THERE ARE NO
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR INTENDED USE BY OPERATION OF LAW
OR OTHERWISE OF SABRE OR THE SYSTEM OR ANY COMPONENTS THEREOF. NO
REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING WITHOUT LIMITATION
STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF SABRE,
THE SYSTEM OR ANY COMPONENTS THEREOF, WHETHER MADE BY AMERICAN OR OTHERWISE,
WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY FOR
ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF AMERICAN OR THE MANUFACTURER.
11.5 Limitation of Remedies. In the event of a material malfunction or
defect in an unaltered component of the System that can be reproduced by
American, American will provide reasonable services to correct such malfunction
or defect. Customer will supply American with such input files and other
materials as may be necessary to enable American to diagnose and correct the
malfunction or defect. THE FOREGOING SHALL BE
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CUSTOMER'S SOLE AND EXCLUSIVE PRIMARY REMEDY FOR ANY MALFUNCTION OR DEFECT IN
THE SYSTEM. IF SUCH MALFUNCTION OR DEFECT MATERIALLY IMPAIRS CUSTOMER'S USE OF
THE SYSTEM AND CANNOT BE CURED AS PROVIDED IN THIS PARAGRAPH, THEN CUSTOMER'S
ALTERNATE SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT
WITHOUT FURTHER LIABILITY TO AMERICAN FOR DAMAGES HEREUNDER.
11.6 Limitation of Liability. CUSTOMER WAIVES ALL LIABILITY IN TORT, OF
AMERICAN AND THE RESPECTIVE MANUFACTURER INCLUDING WITHOUT LIMITATION ANY
LIABILITY ARISING FROM NEGLIGENCE. NOTWITHSTANDING THE FOREGOING, AMERICAN'S
LIABILITY TO CUSTOMER HEREUNDER SHALL BE LIMITED TO THE TOTAL AMOUNT OF CHARGES
ACTUALLY PAID BY CUSTOMER TO AMERICAN PURSUANT TO THIS AGREEMENT. NEITHER
AMERICAN NOR ANY MANUFACTURER SHALL BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL,
OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO
LOST PROFITS, REVENUE OR SAVINGS, OR THE LOSS OF USE OF ANY DATA, EVEN IF
AMERICAN OR THE MANUFACTURER HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN,
OF THE POSSIBILITY THEREOF.
Article 12 - Indemnification
12.1 Each of Customer and American ("Indemnitor") hereby agree to indemnify
and hold each other, their affiliates, subsidiaries, successors and assigns and
their officers, directors, agents and employees ("Indemnitees") harmless from
and against third-party liabilities, including, but not limited to, attorneys'
fees, and other expenses incident thereto, ("Claims") which may be threatened
against, or recoverable from the Indemnitees by reason of any injuries to or
death of persons or loss of, damage to, or destruction of property to the
extent arising out of or in connection with any act, or omission of the
Indemnitor.
12.2 Customer will indemnify American for any Claims arising from Customer's
misuse of SABRE including without limitation, making fraudulent bookings.
Article 13 - Assignment
13.1 Assignment Or Sublease By Customer. CUSTOMER SHALL NOT SUBLEASE,
TRANSFER OR ASSIGN THIS AGREEMENT OR ANY PORTION THEREOF, OR ANY RIGHT OR
OBLIGATION HEREUNDER, UNLESS CUSTOMER HAS OBTAINED THE PRIOR WRITTEN CONSENT OF
AMERICAN. ANY ATTEMPTED ASSIGNMENT IN VIOLATION OF THIS ARTICLE SHALL BE VOID.
13.2 Assignment by American. American shall have the right to sell, transfer,
assign or delegate its interests, rights and/or obligations, without the prior
consent of Customer, and, provided that such transferee or assignee assumes all
of American's obligations, American shall be released of all obligations after
the effective date of such sale, transfer, delegation or assignment.
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Article 14 - Termination and Default
14.1 Default By Customer. The occurrence of any one or more of the following
events shall constitute a non-exclusive event of default (the "Event of
Default") pursuant to the terms of this Agreement.
14.1.1 Customer fails to pay any amount when due;
14.1.2 Any representation by Customer is discovered to be materially
misleading or inaccurate, or Customer fails to perform any material covenant,
agreement, obligation, term or condition contained herein;
14.1.3 Customer terminates or cancels this Agreement or any portion thereof,
except as expressly permitted in Article 14.3;
14.1.4 Customer ceases to do business as a going concern, makes an assignment
for the benefit of creditors, admits in writing its inability to pay debts as
they become due, acquiesces in the appointment of a trustee, receiver or
liquidator for it or any substantial part of its assets or properties. Sells,
or executes an agreement to sell all or substantially all of its assets without
the consent of American.
14.1.5 Fails to secure and maintain ARC/BSP/SSP accreditation for ticketing of
reservations;
14.1.6 Events of Default described in 14.1.1, 14.1.2, and 14.1.4 shall not be
cause for termination if Customer cures such failure within fifteen days after
date of written notice from American. If Customer cures its failure as provided
in this provision, said failure shall not be considered to be an Event of
Default for the purposes of Article 14.2.
14.2 American's Rights Upon Termination. Upon the occurrence of an Event of
Default and subject to Article 14.1.6, American shall have the right to any one
or more of the following remedies; (i) terminate this Agreement and Customer's
access to SABRE; (ii) seek all legal and equitable remedies to which it is
entitled, and (iii) retake immediate possession of the System. If Customer's
Event of Default results in termination Customer agrees to pay to American, in
full settlement of the damages American will suffer as a result of such Event
of Default, an amount calculated to estimate American's damages as liquidated
damages as follows:
14.2.1 the applicable charge to disconnect the Standard Equipment; plus
14.2.2 the amount of the Total Fixed Monthly Charges, multiplied by the number
of months remaining under the term of the lease of
14
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the Standard Equipment, including any renewal thereof, and the product thereof
multiplied by .80; plus
14.2.3 the total number of Customer's video agent sets and video agent set
triple A's multiplied by Customer's expected Fixed Monthly Discount Booking
Level as described in Schedule A and any subsequent Supplements multiplied by
the prevailing booking fee that American charges to airlines that participate
in the full availability features of SABRE, and the product thereof multiplied
by the number of months of the term remaining under this Agreement, including
any renewal thereof; plus
14.2.4 the amount of SABRE Promotional Support provided to Customer together
with interest at the rate of eighteen percent per annum compounded annually and
applied from the date of the provision of the SABRE Promotional Support until
the date of payment.
14.3 Termination By Customer. In the event that American breaches any
material term of this Agreement, which breach continues for a period of fifteen
days after date of written notice from Customer, then Customer may terminate
this Agreement immediately upon written notice to American. Except as limited
by this Agreement, upon termination, Customer may seek all legal and equitable
remedies to which it is entitled. Customer may not otherwise cancel, terminate,
modify, repudiate, excuse or substitute this Agreement without American's prior
written consent, which American may withhold in its absolute discretion.
Article 15 - Miscellaneous
15.1 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF TEXAS AND THE UNITED STATES OF AMERICA. CUSTOMER HEREBY SUBMITS AND
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS AND THE COURTS OF 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 THE CUSTOMER AT THE ADDRESS SET FORTH IN
SCHEDULE A OR SUCH OTHER ADDRESS AS CUSTOMER MAY LATER SPECIFY BY WRITTEN
NOTICE TO AMERICAN.
15.2 Binding Effect. Except as otherwise provided, this Agreement shall
inure to the benefit of and bind the successors and assigns of the parties
hereto.
15.3 Deletion of Equipment. During the term of the Agreement, Customer may
delete up to [ * ] of the productive video agent sets and video agent set
triple A's, with a minimum of [ * ], and [ * ] of the printers identified
on Schedule A and/or subsequent Supplements, provided that Customer complies
with the
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
15
16
following conditions: (a) Customer provides documentation, satisfactory to
American, of a substantial decrease in the number of SABRE Bookings, which
decrease is solely the result of a loss of its commercial accounts and/or
customer base; (b) Customer notifies American, in writing, of the description
and location of the equipment to be deleted (the "Deleted Equipment"); (c)
Customer pays to American the then current deinstallation charges for the
Deleted Equipment. In addition, Customer shall pay to American any outstanding
Charges for such Deleted Equipment up through the Stop Billing Date; (d)
Customer will forfeit all right and equity, if any, in the Deleted Equipment
removed from Customer's location.
15.3.1 If Customer complies with the requirements identified in 15.3 above,
American shall deinstall the Deleted Equipment and disconnect it from the
System.
15.3.2 American shall defer Customer's obligation to pay the Charges
identified in Schedule A and any Supplement thereto (the "Deferred Payment"),
which would otherwise be due and payable to American with regard to the Deleted
Equipment, provided that Customer complies with the following conditions: (a)
If Customer installs additional computer reservations equipment after it
deletes the Deleted Equipment such equipment, up to the amount of the Deleted
Equipment (or such lesser amount as agreed by American) shall be Standard
Equipment and shall be installed and reconnected by American; (b) Customer
shall pay to American its then current installation charges with respect to the
Deleted Equipment which is reinstalled and reconnected; (c) Customer shall pay
to American its then current equipment lease and maintenance and use charges
with respect to such equipment and such equipment shall be deemed covered by
the provisions of the Agreement; and (d) Customer does not breach any term or
provision of the Agreement.
15.3.3 The Deferred Payment shall be deemed waived by American at the end of
the Initial Term of the Agreement or any renewal thereof if Customer has not
breached or otherwise failed to comply with the Agreement. If Customer fails
to comply with the Agreement, American shall be entitled to exercise all of its
rights under law and under the Agreement, including the collection of all
liquidated damages identified in Article 14 of the Agreement with respect to
the Deleted Equipment. Interest shall accrue on the Deferred Payment at the
maximum rate allowed by applicable law from the date of the deferral until
payment.
15.4 Entire Agreement. This Agreement and the Instructions constitute the
entire agreement of the parties as to the matters set forth herein and shall
supersede any previous understandings, agreements, representations, statements,
negotiations and undertakings, whether written or oral, between the parties
relating to the matters set forth herein. Any amendment to this
16
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Agreement must be in writing and signed by the authorized representatives of
both parties.
15.5 Force Majeure. American shall be relieved of its obligations hereunder
in the event and to the extent that performance is delayed or prevented by any
cause reasonably beyond its control, including, but not limited to, acts of
God, public enemies, war, civil disorder, fire, flood, explosion, labor
disputes or strikes, or any acts or orders of any governmental authority,
inability to obtain supplies and materials (including without limitation
computer hardware) or any delay or deficiency caused by the electrical or
telephone line suppliers or other third parties.
15.6 Notices. Unless otherwise stated, notices given or required under this
Agreement must be in writing and shall be deemed delivered (i) upon deposit
through the United States Mail, to American at P.0. Box 619616, MD 3562,
Xxxxxx/Xxxx Xxxxx, Xxxxx, 00000-0000 (to be sent to the attention of SABRE
Travel Information Network, Financial Services) or to the Customer at the
address set forth in Schedule A, or (ii) upon dispatch, if sent by SABRE as
follows: If to American: QP/ZFSC and if to Customer: to the Pseudo City Code as
set forth in Schedule A or Supplement.
15.7 Return of System. Upon the termination of this Agreement for any
reason, Customer, at its sole cost and expense, shall return the System and all
Confidential Information as requested by American, in good repair, condition
and working order, less normal and ordinary wear and tear, by delivering it to
a common carrier selected and designated by American, F.O.B. the destination
designated by American in writing.
15.8 SABRE Modification. American retains the right to modify the System,
at its discretion at any time during the term of this Agreement. However, such
modifications will not materially impair Customer's ability to access and use
SABRE in the manner expressly permitted in this Agreement.
15.9 Severability. Any provision of this Agreement which may be determined
by a court or other competent governmental authority to be prohibited or
unenforceable in ally jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability, without
invalidating the remaining provisions thereof, unless said prohibition or
unenforceability materially alters the rights or obligations of either party.
15.10 Subsequent Acts of Government. In the event that there is any change in
any statute, rule, regulation or order governing the operation of airline
computerized reservations systems, or air transportation generally or the
System, which in any way
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materially impairs the benefits of this Agreement to American, then the parties
hereto will commence consultation in order to determine what, if any, changes
to this Agreement are necessary or appropriate, including, but not limited to,
early termination of this Agreement. If the parties hereto are unable to agree
upon changes in the Agreement in response to such new statute, rule, order or
regulation within ten days after commencement of such consultation, this
Agreement may be cancelled by American upon giving Customer thirty days prior
written notice of such cancellation. If American elects to terminate the
Agreement pursuant to this Article 15.10, except for Customer's obligation to
pay any and all charges incurred through the date of termination, each party
shall be relieved of any future obligations under this Agreement as of the
effective date of cancellation. Each party shall bear its own costs and
expenses incurred as a result of said termination. Upon termination, Customer
shall return the pro-rata portion of the SABRE Promotional Support calculated
for the remainder of the term of the Agreement. Customer does not have the
right to terminate the Agreement under this provision.
15.11 Surviving Sections. If the term of the Agreement expires or is
otherwise terminated for any reason before Customer has paid to American all of
the sums due, the Agreement the Schedule A and all Supplements shall survive
such expiration or termination to the extent necessary to protect American's
rights until all sums owed to American have been paid. Notwithstanding
anything to the contrary referenced herein, Articles 6, 8, 11 and 12 shall
survive the termination of this Agreement.
15.12 Waiver. A failure or delay of either party to require strict performance
to enforce a provision of this Agreement or a previous waiver or forbearance by
either party shall in no way be construed as a waiver or continuing waiver of
any provision of this Agreement.
15.13 Acknowledgment. Customer hereby acknowledges that American has offered
Customer a SABRE Subscriber Agreement with a three year term with reasonable
terms and conditions.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth below.
AMERICAN AIRLINES, INC.
By:[/s/ XXXXXXXX XXXXXXXXX] By: [/s/ XXXXXX X. XXXX]
---------------------------- -------------------------------
(Signature) (Signature)
Name: [XXXXXXXX XXXXXXXXX] Name: [XXXXXX X. XXXX]
------------------------- -----------------------------
(Print Name) (Print Name)
Title:[PRES.] Title: Manager - Financial
------------------------- Services
SABRE Travel
Information Network
Date: [01/28/94] Date: [2/24/94]
------------------------- -----------------------------
Agency Name: [S TRAVEL INC.] PCC: [4C62]
--------------------------
19
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ATTACHMENT I
Conditions of Use for SABRE Users
1. Qualifying Use. The manufacturer has made this package available to you
through the vendor, whether directly or indirectly, on the understanding that
it is being supplied to you primarily for use with the vendors' SABRE
reservation system, and not with a view to resale or other remarketing.
2. Other Terms and Conditions. Any other Terms and Conditions and/or
Program License Agreement, which may appear printed inside the package, is
inapplicable and should be ignored.
Copyright and Other Rights
The manufacturer's programs contain material in which the manufacturer and in
many cases the manufacturer's suppliers, retain proprietary rights. The
manufacturer wants these programs to be fully usable by you for the purpose for
which they are supplied, that is, in connection with a computer. No
infringement of the rights of the manufacturer or of the manufacturer's
suppliers will occur provided that the following conditions are observed with
respect to each program:
1. The program is used only on:
(a) a single machine; or
(b) on any workstation connected to a single fileserver which is
primarily used in connection with the SABRE reservation system.
2. The program is copied into machine-readable or printed form for backup
or modification purposes only in support of use on a single machine, or on a
workstation connected to the SABRE reservation system;
However, certain diskettes marked "Copy Protected" may include mechanisms to
limit or inhibit copying of the program;
3. The program is modified or merged into another program only for use on a
single machine or on a workstation connected to the SABRE reservation system.
Any portion so merged continues to be subject to these conditions;
4. The copyright notice is reproduced and included in any copy or
modifications made of the program and in any program merged into other
programs; and
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5. If the program package is transferred to another party, all copies and
modifications made of the program must be transferred or destroyed. You do not
retain any right with respect to the transferred package. The other party
agrees to observe all of these Conditions of Use.
Any other act involving reproduction or use of, or other dealing in the program
is prohibited.
You are reminded that it may be necessary to obtain local and United States
licenses to export or re-export this package.
No statements contained in this package shall affect the statutory rights of
any person.
PSEUDO CITY CODE: [4C62]
00102
By [/s/ XXXXXXXX XXXXXXXXX] By [/s/ XXXXXX X. XXXX]
------------------------- ----------------------------
(Signature) (Signature)
Name [XXXXXXXX XXXXXXXXX] Name [XXXXXX X. XXXX]
------------------------- ----------------------------
(Print Name) (Print Name)
Title: [PRES.] Title [MANAGER]
------------------------ ------------------------------
SABRE Travel Information
Network
Date: [01/28/94] Date: [2/24/94]
-- -- -- - -- --
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===============================================================================
SCHEDULE A
-------------------------------------------------------------------------------
To SABRE Subscriber Agreement between Customer and American (The
"Agreement").
ARC #..:33-884841
CUSTOMER NAME: S TRAVEL INC PSEUDO :
(include DBA): 1-800-LOW-AIR-FARE ORDER #:O/U 9540605
SITE (Loc.)..: 000 XXXX XX, 00XX XXXXX
XXX XXXX, XX 00000
EFFECTIVE DATE:
(For Contract Renewal Only)
CONTRACT TERM : 60 Months
ESTED. INSTALL: 02/01/94
1) SYSTEM DESCRIPTION:
======================
QTY. Rate per Unit Total Total
-------- ------------- Monthly Insurance
Lea Own DESCRIPTION Lease SMU Charges Value
=== === ========================= ===== ===== ======= =========
A) HARDWARE:
------------
[*] SABRE/IBT TWO-WAY DATA LINE(S) [*] [*] [*] [*]
[*] DF/S GRID 486/25.425MG/8MB... [*] [*] [*] [*]
[*] G/W GRID 486/25.....DL/4MB... [*] [*] [*] [*]
[*] W/S GRID 486/25.....DL/4MB... [*] [*] [*] [*]
[*] W/S GRID 486/25.....FD/4MB... [*] [*] [*] [*]
[*] W/S GRID 486/25..240MB/4MB... [*] [*] [*] [*]
[*] NoAAA GRID 486/25 120MB/4MB+. [*] [*] [*] [*]
[*] Printer Brother.............. [*] [*] [*] [*]
[*] Printer Datamax 5000-OCR..... [*] [*] [*] [*]
[*] Printer TI 885-Basic......... [*] [*] [*] [*]
[*] Printer TI 8920.............. [*] [*] [*] [*]
[*] Tape Backup Unit............. [*] [*] [*] [*]
[*] DM 1000 Coupon Output Xxxxxx. [*] [*] [*] [*]
[*] Optical Storage Unit-OSU..... [*] [*] [*] [*]
[*] Controller Card-LG ATT/GRID.. [*] [*] [*] [*]
[*] Graphic Card(s)-Initial/Del.. [*] [*] [*] [*]
----- ----- -------
[*] Total Hardware Monthly Charge [*] [*] [*]
----- ----- ------- ---------
Total Insurance Value...............................$ [*]
=========
2) ONE-TIME CHARGES:
====================
A) PREPAYMENT:
--------------
Prepayment (New SABRE Location Only)......................
B) SYSTEM:
----------
SABRE Installation Charges................................
Integrated Business Technologies (IBT) Interface..........
SABREvision Install/Deinstall Charges.....................
C) SYSTEM SOFTWARE:
-------------------
SABRE Emulation Software...@ [*]................. [*]
MS-DOS/SABRE with Windows).@ [*]................. [*]
NetWare (LAN Program)......@ [*]................. [*]
[*] SABREworks.................@ [*]Per Fileserver... [*]
[*] SABREmail Plus.............@ [*]Per Fileserver... [*]
---------
Total One-Time Charges...................................$ [*]
=========
===============================================================================
[SSI SKI] Rvsd. 9/20/93 Page 1
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
23
PSEUDO CITY CODE: 4CG2
G0102
3) DISCOUNTS:
=========
A) FIXED MONTHLY DISCOUNTS:
-----------------------
Fixed Monthly Discount - Booking Level ....... [*]
Fixed Monthly Discount - SABRE ............... $ [*]
Fixed Monthly Discount - IBT ................. $ [*]
-------
Total Fixed Monthly Discount .............. $ [*]
=======
American agrees to provide Customer a fixed monthly discount to such Total
Monthly Charges if Customer meets all the terms and conditions of this
Agreement.
B) SUSPENDED CHARGES - INITIAL TERM: MONTHLY TOTAL
-------------------------------- ------- -----
Ticketing...................... 60 Months @ $ [*] $ [*]
I/I ........................... 60 Months @ [*] [*]
Option 6 ...................... 60 Months @ [*] [*]
SRM: Major Mkt. Bkg. Net. 60 Months @ [*] [*]
SRM: Major Mkt. Bkg. Xxx. 00 Months @ [*] [*]
Microfiche .................... 60 Months @ [*] [*]
Bargain Finder Plus ........... 60 Months @ [*] [*]
------- -------
Total Suspended Charges-Initial Term..... $ [*] [*]
------- -------
C) ONE-TIME CHARGES DISCOUNTED:
---------------------------
SABRE Installation/Implementation ....................... [*]
Integrated Business Technologies - IBT Instl/Interface... [*]
SABREvision Hardware Installation/Deinstallation ........ [*]
Application Software(s) ................................. [*]
-------
Total One-Time Charges Discounted .......................$ [*]
-------
Customer acknowledges that the Total SABRE Promotional Support constitutes the
full value of incentive received in consideration of Customer's execution and
complete performance and compliance with all provisions of the Agreement.
TOTAL SABRE PROMOTIONAL SUPPORT ..................................$ [*]
=======
4) OTHER CONDITIONS OF DISCOUNT:
============================
A. The SABRE Booking level is based on all productive Video Agent Sets
and Video Agent Sets AAAs installed at the above stated Pseudo City
Code (PCC).
B. American shall perform the SABRE Booking measurements at the end of
each measurement period. In the event that the Agreement terminates
during a measurement period, the measurement will be from the
beginning of the current measurement period to the date of termination.
Measurement period every ......... 6 Months
Commencing ....................... 6 Months After Installation
C. Add-On productive Video Agent Sets will be added at the same SABRE
Booking level as the original productive Video Agent
[ SS1 SK1 ] Rvsd. 9/20/93 Page 2
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
24
PSEUDO CITY CODE: 4CG2
00102
Sets.
D. Deletion of Standard Equipment will be in accordance with the
provisions identified in Articles 15.3 through 15.3.3 of the Agreement.
E. Customer must be current in its SABRE/IBT payments due under the
Agreement in order to receive the above stated discount.
F. The discounts for all additional Video Agent Sets and/or Video Agent
Sets AAA's that are associated with SABRE access will be calculated as a
standard percentage based on the length of the Agreement at the time
of order placement. The percentage that will be applied to the total
monthly charges are as follows:
36 month Agreement [*] Discount
60 month Agreement [*] Discount
The above discount percentages are not available for the addition of
Video Agent Sets that are not capable of generating SABRE Bookings. All
Video Agents Sets and/or Video Agent Sets AAA's added under this
provision will be subject to the booking level(s) stated in the
Discounts section of this Schedule A or Supplement of, if applicable,
in the Cluster Amendment. Measurement for additional Video Agent Sets
and/or Video Agent Set AAA's installed or implemented in a calendar
month will commence on the first day of the next month.
5) BOOKINGS BELOW FIXED MONTHLY DISCOUNT BOOKINGS LEVEL:
====================================================
IF CUSTOMER DOES NOT ACHIEVE [*] OF THE FIXED MONTHLY DISCOUNT BOOKING
LEVEL, AS STATED IN 3) A) ABOVE, FOR ANY MEASUREMENT PERIOD, AMERICAN
WILL CHARGE CUSTOMER AN AMOUNT EQUAL TO THE PREVAILING BOOKING FEE THAT
AMERICAN CHARGES TO AIRLINES THAT PARTICIPATE IN THE FULL AVAILABILITY
FEATURES OF SABRE MULTIPLIED BY THE DIFFERENCE BETWEEN THE FIXED
MONTHLY DISCOUNT BOOKING LEVEL IN 3) A) ABOVE AND THE ACTUAL SABRE
BOOKING LEVEL, MULTIPLIED FURTHER BY THE TOTAL NUMBER OF PRODUCTIVE
VIDEO AGENT SETS AND VIDEO AGENT SET TRIPLE A'S AT THE PSEUDO CITY CODE
IDENTIFIED ON PAGE 1 OF THIS SCHEDULE A AND BY THE NUMBER OF MONTHS IN
THE MEASUREMENT PERIOD. HOWEVER, AMERICAN AGREES THAT AS LONG AS
CUSTOMER PROCESSES AN AVERAGE OF [*] SABRE BOOKINGS PER VIDEO AGENT SET
AND VIDEO AGENT SET TRIPLE A'S PER MONTH DURING THE MEASUREMENT PERIOD,
THE MAXIMUM AMOUNT CHARGED WILL NOT EXCEED THE TOTAL FIXED MONTHLY
DISCOUNT, STATED IN 3) A), MULTIPLIED BY THE NUMBER OF MONTHS IN THE
MEASUREMENT PERIOD.
APPLICABLE TAXES NOT INCLUDED IN ABOVE RATES
STANDARD EQUIPMENT ORDERED IS CONTINGENT UPON AVAILABILITY
IF CUSTOMER DELETES STANDARD EQUIPMENT, THE CHARGES AND ANY DISCOUNTS SHALL BE
DELETED.
ALL CHARGES AND APPLICABLE DISCOUNTS ARE STATED AND PAYABLE IN U.S. DOLLARS.
ALL SIGNATURES MUST BE IN BLACK INK
CUSTOMER AMERICAN AIRLINES, INC.
-------------------------- --------------------------
[ SS1 SK1 ] Rvsd. 9/30/93 Page 3
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
