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EXHIBIT 10.19
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.
AMENDMENT TO SABRE SUBSCRIBER AGREEMENT
This Amendment to that certain SABRE Subscriber Agreement is made and
entered into this ____ day of _________________, 1996 between American
Airlines, Inc. ("American") and 800 Travel Systems Inc DBA 1-800 Low Air Fare
("Customer").
RECITALS
WHEREAS, American and Customer have entered into that certain SABRE
Subscriber Agreement, dated as of April 1, 1996 (the "Agreement"); and
WHEREAS, it is in the best interest of the parties to modify certain
provisions of the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, American and Customer hereby agree as follows:
1. EFFECTIVE DATE. The effective date of this Amendment is April 1, 1996.
2. CASH ADVANCE. American agrees to pay to Customer, as SABRE
Promotional Support, the sum of [ * ] within 30 days after (i) the Agreement
and this Amendment have been signed by both Customer and American, and (ii) any
applicable installation has been completed. If an event of default, as
described in Article 14.1 of the Agreement occurs, American's obligations under
this Amendment are nullified and Customer will be immediately obligated to
repay to American all monies paid by American to Customer pursuant to this
Amendment.
3. PRODUCTIVITY CASH ADVANCE. American agrees to pay to Customer [ * ]
as SABRE Promotional Support, on the first anniversary of the Effective Date of
the Agreement provided that (i) the Agreement and this Amendment have been
signed by both Customer and American, and (ii) any applicable installation has
been completed, and (ii) Customer has processed a minimum of [ * ] SABRE
Bookings based on all of Customer's video agent sets and video agent set
terminal addresses. Further, American agrees to provide an additional annual
payment to Customer, provided that Customer has processed SABRE Bookings based
on the following schedule:
[ * ] provided that Customer has processed a minimum of
[ * ] SABRE Bookings, or
[ * ] provided that Customer has processed a minimum of
[ * ] SABRE Bookings, or
[ * ] provided that Customer has processed a minimum of
[ * ] SABRE Bookings, or
[ * ] provided that Customer has processed a minimum of
[ * ] SABRE Bookings, or
[ * ] provided that Customer has processed a minimum of
[ * ] SABRE Bookings
If an event of default, as described in Article 14.1 of the Agreement, occurs
American's obligations under this Amendment are nullified and Customer will be
immediately obligated to repay to American all monies paid by American to
Customer pursuant to this Amendment and American shall have no obligation to
pay Customer any amounts stated herein after such termination.
4. LINES OF CREDIT. American shall extend to Customer lines of credit in
the amount of (i) [ * ] which amount will be applied automatically toward the
payment of TurboSABRE Charges only, and (ii) [ * ] per year for years
1996-1999 for a total of [ * ] which amount will be applied automatically
toward the payment of TurboSABRE Charges only for the Additional Standard
Equipment as described in Paragraph 6 below.
Such lines of credit shall be applied each month until the total amount is
exhausted; provided, however that the unused portion of such lines of credit
shall revert to American and be unavailable for Customer's use upon the
happening of either of the following events: (i) the expiration of the Initial
Term of the Agreement or (ii) termination of the Agreement for any reason.
5. CREDIT BANK. American and Customer agree that when Customer exceeds
the Fixed Monthly Discount Booking Level of [ * ] SABRE Bookings per video
agent set and video agent set terminal address per month for the measurement
period, as
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
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described in the Schedule A and any subsequent Supplement, American will
establish a credit of [ * ] per SABRE Booking per video agent set and video
agent set terminal address in excess of [ * ] SABRE Bookings.
In addition, American and Customer agree that when Customer (i) exceeds [ * ]
SABRE Bookings per video agent set and video agent set terminal address per
month for the measurement period, American will establish a credit of [ * ]
per SABRE Booking per video agent set and video agent set terminal address in
excess of [ * ] SABRE Bookings, and (ii) exceeds [ * ] SABRE Bookings per
video agent set and video agent set terminal address per month for the
measurement period, American will establish a credit of [ * ] per SABRE
Booking per video agent set and video agent set terminal address in excess of
[ * ] SABRE Bookings.
This amount will be applied automatically toward the payment of SABRE/ADS/IBT
Charges. However, this credit may be converted to cash upon completion of each
measurement period; provided, however, that Customer is current in its payments
due American including any Charges due American should Customer not achieve the
Fixed Monthly Discount Booking Level as described on the Schedule A. Any
unused portion of the credit bank shall revert to American and be unavailable
for Customer's use upon the happening of either of the following events: (i)
the expiration of the Initial Term as defined in the Agreement or (ii)
termination of the Agreement for any reason.
6. LEASE CHARGES FOR ADDITIONAL STANDARD EQUIPMENT. Upon request from
Customer, American shall lease to Customer, as additional Standard Equipment, a
maximum of [ * ] video agent sets (referred to herein as the "Additional
Standard Equipment") for use at Customer's current and future locations on the
following terms and conditions:
A. The Additional Standard Equipment must be available for
purchase by American on reasonable terms and conditions from
the manufacturer;
B. The Customer shall receive, as SABRE Promotional Support, an
offsetting discount in an amount equal to the monthly lease
Charge and the installation Charge for the Additional Standard
Equipment,
C. The Additional Standard Equipment shall have an Initial Term
of 60 months from the date of installation.
7. MAINTENANCE AND USE CHARGES FOR ADDITIONAL STANDARD EQUIPMENT. With
respect to the Additional Standard Equipment provided under paragraph 6 above
American shall provide, as SABRE Promotional Support, an offsetting discount in
an amount equal to the monthly SMU Charge and [ * ] data line Charges for
such Additional Standard Equipment for a period of 60 months from the date of
installation of the Additional Standard Equipment.
8. SABRE WITH WINDOWS.(TM) American agrees to provide Customer SABRE
with Windows for the Additional Standard Equipment, described in Paragraph 6
above, at no charge to Customer.
9. VARIABLE CHARGES. American agrees to suspend Customer's obligation to
pay the prevailing Charges for the following variables, for a period of sixty
(60) months from the date of installation of the Additional Standard Equipment
described in Paragraph 6 above: Invoice and Itinerary, Interface, Ticketing,
and Bargain Finder Plus.
10. CONFIDENTIALITY. It is expressly understood and agreed that this
Amendment and the Agreement, and each and every provision hereof, shall be held
and treated as confidential and shall not be disclosed by Customer to any other
person, firm, organization, association, or entity, of any and every kind,
whether public, private or governmental, for any reason, or at any time,
without the prior written consent of American, unless such disclosure is
requested by law or legal process relating to proceedings between a party
hereto and any third party. In the event of such disclosure, this Amendment and
the Agreement may be terminated immediately by American, without notice to
Customer, and American shall have the right to pursue any remedies available to
it in law or in equity.
11. DEFINED TERMS. The defined terms used in this Amendment shall have
the meaning assigned to such terms in the Agreement.
12. AGREEMENT. Except as otherwise provided herein, all other terms of
the Agreement remain in full force and effect. In the event of any conflict
between the terms of the Agreement and this Amendment, the Amendment shall
control.
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year written above.
800 TRAVEL SYSTEMS INC AMERICAN AIRLINES, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxx Xxxxx
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(Signature) (Signature)
Name: [Xxxxxx Xxxxxx] By: [Xxx Xxxxx]
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(Print Name) (Print Name)
Title:[President] Title:[Manager]
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SABRE Travel Information Network
Date: [July 19, 1996] Date: [07/25/96]
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PCC:
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