1
EXHIBIT 10.29
HCC PARTICIPANT AGREEMENT
This Agreement (the "Agreement") is entered into by and between THE
HOTEL CLEARING CORPORATION, a Delaware corporation ("HCC"), and ANASAZI SERVICE
CORPORATION, ("Participant"), to be effective the 31st day of December, 1992.
SECTION 1. DEFINITIONS
1.1 For purposes of this Agreement, the following definitions
shall apply:
(i) Commissionable Reservations. Commissionable
Reservations within a particular time period equals the number of reservations
(both voice and electronic) processed through the HCC System within such time
period that are identified as "commissionable" or "partially commissionable" on
the transaction records provided by Participant to HCC.
(ii) HCC System. The HCC System is an automated
clearinghouse system to provide for the coordination of reservation
information, transfer of hotel reservation commissions and ancillary services
to Subscribers and Participating Entities.
(iii) [*] are the [*] paid by [*] for [*] from Participant
processed [*].
(iv) Participating Entity. A Participating Entity is an
operator of a hotel reservation system that has executed a HCC Participant
Agreement.
(v) Subscriber. A Subscriber is any person or entity
who has executed an HCC Subscriber Agreement and makes reservations with a
Participating Entity. A list of current Subscribers will be periodically
provided by HCC to Participant.
(vi) Subscriber Commissions. Subscriber Commissions are
the commissions paid by or through Participant to Subscribers for reservations
made with Participant or hotel properties utilizing Participant's reservation
system. Subscriber Commissions will be based on commission rates provided to
HCC by the Participant.
(vii) UltraSwitch. UltraSwitch is a service of The Hotel
Industry Switch Company ("THISCO"), which has certain common ownership with
HCC, to provide an interface between Subscribers and hotel reservation systems
with the capability to provide immediate room confirmation numbers for each
hotel property participating in UltraSwitch.
* Confidential Treatment Requested
-1-
2
SECTION 2. THE HCC SYSTEM
2.1 Duties of HCC. HCC will provide and operate the
HCC System for the use and benefit of Participant and other Participating
Entities. HCC will provide all reasonable and necessary technical support,
hardware and software, and modifications to the HCC System to provide
clearinghouse services to Participant as described below. Upon compliance with
the terms of this Agreement by Participant, HCC will provide the following
clearinghouse services to Participant:
(i) identify Participant and/or hotel properties
utilizing Participant's reservation system (at Participant's option) to
Subscribers as being a HCC System Participant through the use of UltraSwitch or
other central reservation system services (and, at the discretion of HCC, by
distribution of other promotional materials), subject to the provisions of
Section 5.2;
(ii) provide billing statements for Subscriber
Commissions, Transaction Fees (as defined below) and other fees, costs and
expenses to Participant on a regular (normally monthly) basis as provided in
Section 3 below;
(iii) distribute collected Subscriber Commissions to the
appropriate Subscribers based upon HCC Subscriber Agreements with such
Subscribers;
(iv) provide periodic (normally monthly) reports to
Participant and Subscribers reflecting Commissionable Reservations and
exceptions to Subscriber Commissions based upon the data provided to HCC by
Participant;
(v) provide telephone customer support services from
8:00 a.m. to 5:00 p.m., Central time, Monday through Friday, exclusive of legal
holidays;
(vi) except with respect to the Transaction Fee and
Participant Commission as as set forth herein, provide the services set forth
herein to Participant on the same basis as the services are provided to HCC
Shareholder Participating Entities with similar volumes; and
(vii) list Participant and/or its participating hotel
properties utilizing the HCC System through Participant (at Participant's
option) in its marketing materials as "members" or "participating" hotels.
A description of the currently anticipated procedures to be followed in the
payment process is given on Exhibit "E" attached, although the timing and exact
details of such procedures as implemented by HCC in operation of the HCC system
may be different due to computer-related and other operational constraints.
Such procedures are subject to change from time to time as circumstances
require or as otherwise determined by HCC.
2.2 Duties of Participant. Participant will cooperate fully with
HCC personnel with respect to the implementation of the HCC System between the
Subscribers and
-2-
3
Participant. Participant specifically authorizes HCC to obtain information
concerning reservations made through Participant's reservation system from the
UltraSwitch system and any other central reservation system service and to use
such information (i) as provided in the procedures described in Exhibit "E" and
(ii) as otherwise approved in writing by the Board of Directors of HCC for the
purpose of performing the services provided herein or as otherwise approved in
writing by Participant. Participant agrees to use its best efforts to provide
HCC all appropriate reservation information it receives from participating
hotel properties (including all reservations made electronically or by voice,
whether directly to the property or through the use of a central reservation
"800" phone number) on a timely basis. All information provided by Participant
with respect to reservations, Subscribers and Subscriber Commissions must be
complete and accurate to the best of Participant's ability, and must be
inclusive of all the information necessary to permit HCC to provide the
clearinghouse services described in Section 2.1. The initial information that
Participant must provide to HCC is indicated on Exhibit "A". Participant is
under no obligation to obtain or provide the transaction data from any
particular source.
2.3 Modification or Enhancement of the HCC System or Participant
System. HCC may in its sole discretion modify the operation or enhance the
capability of the HCC System, and Participant agrees to cooperate with HCC in
all modifications and enhancements of the HCC System. All significant
modifications or enhancements will require the approval of the Board of
Directors of HCC and will be applicable to all Participants who elect to accept
such enhancements or modifications. If HCC determines that such modification
or enhancement is likely to require Participant to make significant
modifications to its central reservation system (any such modifications to be
at Participant's sole expense), HCC will provide at least ninety (90) days'
prior notice to Participant of such modification or enhancement. In the event
Participant elects to not accept and pay for such modifications or
enhancements, Participant may terminate this Agreement or elect to not receive
the modification or enhancement (if permitted by HCC) by giving notice of such
termination or election within 60 days of receipt of notice. If Participant
modifies its central reservation system after making a connection with HCC and
such modification requires HCC to modify the HCC System, or to provide
additional services to utilize information supplied by Participant as required
by Section 2.2, Participant will pay HCC such additional amount agreed to by
the parties based on HCC's standard consulting rate and all expenses incurred.
SECTION 3. FEES, COSTS, AND PAYMENTS
3.1 Fees. Participant shall pay monthly a Transaction Fee of U.S.
[*] for each Commissionable Reservation processed prior to the date that
certain Convertible Note from HCC to Participant dated December 31, 1992 is
paid. Thereafter, HCC may, at its sole discretion, change the Transaction Fees
charged to Participant as provided above, upon ninety (90) days notice to
Participant. However under no circumstances shall the Transaction Fee exceed
U.S. [*] over the highest Transaction Fee paid by an HCC Shareholder with
comparable volume. Solely for verification purposes and not to be used or
dissiminated otherwise, HCC will provide, upon request, a list of the
Transaction Fee per Commissionable Reservation paid by each HCC Shareholder.
No participant, other than an HCC Shareholder, with comparable volumes
* Confidential Treatment Requested
-3-
4
shall pay a lower Transaction Fee or, in such event, Participant's Transaction
Fee shall be reducted to an amount equal to such lower fee.
Participant hereby agrees to wire transfer all such fees into HCC's
bank account as provided in Exhibit "B" or permit a debit from Participant's
account as provided in Exhibits "B" and "F" . Participant shall elect prior to
the first month's commissions being processed (and such election shall have
effect for the term of this Agreement) to have funds wired or debited as
provided herein. Participant shall use its best efforts to collect and pay to
HCC all such fees that are attributable to Participant and all of Participant's
affiliates, franchises, or hotel properties utilizing Participant's reservation
system who utilize the HCC System through Participant.
3.2 Subscriber Commissions. Participant agrees to wire transfer
to HCC or permit a debit by HCC as provided herein of all Subscriber
Commissions shown on billing statements as provided in Section 3.5. and as
provided in Exhibit "C" attached. Participant is responsible for collection
and payment to HCC of all such Subscriber Commissions received by Participant
that are attributable to Participant and all of Participant's affiliates,
franchisees and hotel properties utilizing Participant's reservation system
that utilize the HCC System under this Agreement. Payments to Subscribers will
be made in appropriate local currency.
3.3 [*]. In consideration of [*] from [*] processed [*] agrees to
[*] during the term of this Agreement or any extension hereof [*] for each [*]
(as hereinafter defined). A [*] is AN INDIVIDUAL [*] OR AFFILIATED WITH [*] OR
[*] utilizing [*] who has [*] of its properties [*] of its commissions to [*]
through the [*] at any time prior to the date that certain [*] to [*] dated
[*]. The [*] paid to [*] for those transactions will be [*] on the same
basis, [*], and at the [*] as [*] paid to [*] as, if and when such [*] are
paid. Subject to the immediately preceding sentence, such [*] will be paid by
[*] on a quarterly basis in arrears, [*] of all or part of any calendar
quarter's [*] to the [*] determines that projected [*] requires such deferral.
HCC will have the [*] against any [*] the amount of any fees, costs, expenses
and/or other amounts owing [*]. In the event of a breach of this Agreement [*]
to timely cure and the resultant termination of [*] by [*] to the extent [*]
has processed transactions for which [*] may be [*] Section [*] shall survive
such termination.
3.4 Billing Statements. Based upon the information provided HCC
by Participant pursuant to Section 2.2, above, HCC will provide periodic
(normally monthly) billing
*Confidential Treatment Requested
-4-
5
statements detailing (i) Subscriber Commissions to be paid by Participant or
hotel properties utilizing Participant's reservation system who utilize the HCC
System through Participant for the period covered by such billing statement;
(ii) Transaction Fees to be paid by or through Participant, based on
Commissionable Reservations for the period covered by such billing statement;
(iii) other fees, costs and additional expenses to be paid by Participant for
the period covered by such billing statement; and (iv) [*] to be paid to [*]
for the most recent quarterly period preceding such billing statement, which
[*] will be [*] included in billing statements only on a quarterly basis.
Items (i) through (iv) may be included on separate billing statements.
3.5 Disputed Commissions. HCC will provide Participant and
Subscribers with periodic reports indicated under Section 2.1(v) that will
indicate any exceptions to Subscriber Commissions, based on discrepancies
between information given HCC by Participant compared to other information
available to HCC through UltraSwitch or any other central reservation system
service. With respect to all exceptions as to which Participant provides
supporting documentation, HCC will forward such documentation to the
appropriate Subscriber(s), and the Subscribers involved may pursue such dispute
directly with Participant or Participant's participating hotels, but HCC will
not have any liability to either Participant, its participating hotels or such
Subscriber with respect to the resolution of any disputed commission. No
dispute concerning any Subscriber Commissions it receives or has control of
will in any way affect or reduce the obligations of Participant to (i) timely
pay all other Subscriber Commissions and (ii) timely pay to HCC all Transaction
Fees and other fees, costs and additional expenses it receives or has control
of owed by Participant or its participating hotels under this Agreement.
3.6 Additional Authorizations. Participant agrees to execute and
deliver to HCC or such bank(s) or other appropriate persons any and all
documents, give to such bank(s) or other persons any and all directions, and to
take all other actions that are necessary or appropriate to wire transfer or
debit the funds to be paid hereunder by Participant.
SECTION 4. TERM
4.1 Term of Agreement. The initial term of this Agreement, unless
earlier terminated pursuant to the provisions of this Agreement, shall expire
[*] after the date of this Agreement. This Agreement will be automatically
renewed and extended for additional twelve (12) month periods unless, at least
thirty (30) days prior to the expiration of any additional twelve (12) month
period, either party provides written notice to the other of its decision not
to renew and extend.
4.2 Option to Terminate. Participant may terminate this Agreement
effective on the first anniversary date hereof by giving notice of such
termination to HCC at least thirty (30) days prior to the first anniversary
date.
*Confidential Treatment Requested
-5-
6
SECTION 5. TERMINATION
5.1 Termination Upon Default. Upon the occurrence of an Event of
Default (as defined below) by either party and the failure of such party to
cure such default after notice and opportunity to cure as provided by Section
6.3 below, the nondefaulting party may terminate this Agreement at any time.
5.2 Suspension of Status. Upon the occurrence of an Event of
Default by Participant and the failure of Participant to cure such default
after notice and opportunity to cure as provided by Section 6.3 below, then, if
HCC does not terminate this Agreement under Section 5.1, until such time as
such Event of Default is cured HCC shall have the right to suspend the status
of the defaulting hotel property or Participant, if the default is caused by
Participant and not one or more of Participant's hotel properties, as a
Participating Entity and to notify and all Subscribers of such default and
suspension, whether through the UltraSwitch system, other central reservation
systems, or otherwise. Upon notification by Participant to HCC of any default
in payment by any affiliate, franchisee or participating hotel of Participant
of payments due under this Agreement and until notification by Participant of
the cure of such default, HCC shall have the right to suspend the status of
such affiliate, or franchise, or hotel property as a Participating Entity and
to notify all subscribers of such default and suspension by each defaulting
affiliate, franchise, or hotel property.
SECTION 6. DEFAULT
6.1 Events of Default. Subject to Section 6.2 below, any one of
the following will be considered an Event of Default:
(i) The failure of either party to pay any amount due hereunder
within the time required;
(ii) The refusal or failure of either party to perform diligently
and in good faith each and every material provision of this Agreement;
(iii) The commencement by either party of a voluntary case under
Chapter 11 or 7 of the United States Bankruptcy Code, as from time to time in
effect, the commencement against either party of an involuntary case under said
Chapter 11 or 7 that has not been dismissed within 60 days of its existence,
either party seeking relief as a debtor under any applicable law, other than
said Chapter 11 or 7, or any jurisdiction relating to the liquidation or
reorganization of debtors or the modification of the rights of creditors, the
entry of a court order adjudging the party bankrupt or insolvent, ordering its
liquidation or reorganization or assuming custody or appointing a receiver or
other custodian of its property, or its making an assignment for the benefit
of, or entering into a composition with, its creditors;
Any such Event of Default shall not relieve the defaulting party from
any of its obligations hereunder, and the non-defaulting party shall, except as
provided in this Agreement, be entitled to whatever remedies at law or in
equity are available to it.
-6-
7
6.2 Force Majeure. It will not constitute an Event of Default if
such event listed in Section 6.1 is caused by or results from acts of God,
fire, war, civil unrest, accident, power fluctuations or outages,
telecommunication fluctuations, outages or delays, utility failures, mechanical
defects, or other events beyond the control of the defaulting party. However,
if any such occurrence results in any of the events described in Section 6.1,
and the same continues for more than thirty (30) consecutive days, either party
may terminate this Agreement by providing notice as required herein.
6.3 Cure Period. Upon the occurrence of an Event of Default, the
non-defaulting party will give written notice to the defaulting party
specifying the alleged default. The defaulting party will then be entitled to
thirty (30) days from receipt of such notice within which to cure such default;
provided, that in the case of a monetary default by Participant, Participant
will only be allowed to cure such default within two (2) business days after
receipt of such notice, by delivering that amount owed to HCC in good funds
into HCC's bank account.
SECTION 7. CONFIDENTIALITY
7.1 Proprietary Information. During the term of this Agreement,
it is acknowledged by Participant and HCC that each will receive confidential
and proprietary information that is the property of the other party. All such
confidential and proprietary information will be marked or otherwise identified
as such and will be treated as confidential and proprietary subject only to
disclosure where required by law. Such designation may be removed by each
party making the designation. Participant acknowledges that it will have no
access to and will not use UltraSwitch software or related property by reason
of this Agreement, and that use of such UltraSwitch services by Participant
would be permitted only under a separate agreement with THISCO. Participant
acknowledges that it will have no access to and will not use the HCC System or
related property, other than as specifically provided for in this Agreement,
and that such system and related property is confidential and proprietary of
HCC. HCC acknowledges that the specific information concerning Participant's
reservations, whether processed through the UltraSwitch system or otherwise
provided by Participant to HCC outside of the UltraSwitch system, is the
property of Participant, although Participant acknowledges HCC may use such
information (i) as provided in the procedures described in Exhibit "E" and (ii)
as otherwise approved in writing by the Board of Directors of HCC for purposes
of providing the services set forth in this Agreement or with the prior written
consent of Participant, as long as HCC removes any information that indicates
the customer is a customer of Participant. The aggregate data from the HCC
System will become the property of HCC. Any use of HCC service Marks or trade
names by Participant is subject to prior written approval of HCC, provided,
that Participant may describe the HCC System contemplated by this Agreement in
its franchise offering circular and other materials as required by state or
federal law. The provisions of this Section 7.1 will remain binding and in
force and effect as long as such information remains confidential (other than
by breach of this Agreement), notwithstanding the expiration or termination of
this Agreement at any time.
-7-
8
SECTION 8. INDEMNIFICATION
8.1 Indemnification in the Event of Certain Losses. Subject to
Section 9.2, Participant agrees to indemnify and hold harmless HCC and HCC's
affiliates, directors, officers, employees and stockholders (other than
Participant), from and against any losses, claims, liabilities, damages or
expenses (including reasonable attorney's fees) occurring as a result of or
arising out of a material breach of this Agreement on account of Participant's
fault, to the extent not caused by the fault of HCC ("HCC's Losses"). Subject
to Section 9.2, HCC agrees to indemnify and hold harmless Participant, and
Participant's affiliates, directors, officers, employees and stockholders, from
and against any losses, claims, liabilities, damages or expenses (including
reasonable attorney's fees) ("Participant's Losses") occurring as a result of
or arising out of a material breach of this Agreement on account of HCC's fault
to the extent not caused by the fault of Participant. Promptly after receipt
by an indemnified party of notice of the commencement of any action or the
presentation or other assertion of any claim which could result in any
indemnification claim pursuant to this Section 8.1, such indemnified party will
give prompt notice thereof to the indemnifying party and the indemnifying party
will be entitled to participate therein or, to the extent that it wishes,
assume the defense thereof with its own counsel. If the indemnifying party
elects to assume the defense of any such action or claim, the indemnifying
party shall not be liable to the indemnified party for any fees of other
counsel or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation and preparation, unless representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. The parties agree to cooperate to the fullest extent
possible in connection with any claim for which indemnification is or may be
sought under this Agreement. Whether or not the indemnifying party elects to
assume the defense of any such action or claim, the indemnifying party shall
not be liable for any compromise or settlement of any such action or claim
effected without its consent (which shall not be unreasonably withheld).
SECTION 9. DISCLAIMER OF WARRANTIES
9.1 Waiver of Warranties. HCC WILL NOT BE RESPONSIBLE OR LIABLE
FOR ANY INACCURACIES IN THE DATA OR THE INFORMATION PROCESSED BY OR THROUGH THE
HCC SYSTEM NOR WILL IT HAVE ANY LIABILITY FOR ANY ACT OR FAILURE TO ACT UNLESS
EXPRESSLY SET FORTH HEREIN, EXCEPT TO THE EXTENT RESULTING FROM HCC'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. ALL WARRANTIES, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE, MERCHANTABILITY, GOOD AND WORKMANLIKE PRODUCT OR
SERVICE OR OTHERWISE, ARE DISCLAIMED BY HCC AND WAIVED BY PARTICIPANT.
9.2 No Consequential Damages. Neither party will be liable to the
other for any consequential damages caused or resulting from any breach of this
Agreement or arising
-8-
9
out of the performance of this Agreement, and each party hereby expressly
waives such damages.
SECTION 10. MISCELLANEOUS
10.1 Arbitration of Disputes. Any controversy or claim arising out
of or relating to this contract, or the breach thereof, will be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. There
shall be a panel of three arbitrators. Each party will select one arbitrator
with thirty (30) days of notice of the dispute, and the two (2) arbitrators
selected shall select a third neutral arbitrator within thirty (30) days after
the second arbitrator is chosen. All reasonable and necessary costs and fees
(including attorney's fees) incurred in connection with the arbitration will be
borne by the losing party or assessed in the award as otherwise deemed
appropriate by the arbitrators. If the demand for arbitration is initiated by
Participant, venue of the arbitration proceedings will be determined by HCC.
If the demand for arbitration is initiated by HCC, venue of the arbitration
proceedings will be determined by Participant.
10.2 Non-Exclusive Agreement. Each party acknowledges that this is
not an exclusive agreement with respect to reservations commissions
clearinghouse services and that each party may contract with other parties
providing same or similar services.
10.3 Status of Parties. This Agreement will not constitute a
partnership, joint venture or similar arrangement. The parties hereto are
separate and distinct entities independently contracting with each other at
arms length. HCC will not be deemed by this Agreement to be granting a license
to Participant, with respect to UltraSwitch, the HCC System or any software or
service xxxx related thereto, or otherwise, this being a contract for the use
and rendering of services only.
10.4 Assignment. This Agreement is not assignable by HCC or
Participant without the prior written consent of the nonassigning party, and
such consent shall not be unreasonably withheld or delayed. For purposes of
this Agreement, it shall not constitute an assignment for Participant to enter
into contracts with hotel properties to participate in the HCC System through
Participant's reservation system pursuant to this Agreement nor shall it
constitute an assignment in the event Participant is wholly acquired by a third
party.
10.5 Notices. All notices and other communications contemplated
hereby must be in writing (except in the case of electronically transmitted
data) and (a) personally delivered, (b) deposited in the United States mail,
first- class, registered or certified mail, return receipt requested, with
postage prepaid, (c) sent by overnight courier service (for next business day
delivery), shipping prepaid, (d) sent by telecopy with confirmation of receipt
of telecopy to the number indicated, or (e) transmitted directly to the
recipient by electronic data transmission pursuant to arrangements made between
the parties. Such notices and other commissions (except in the case of
electronically transmitted data) shall be addressed as follows:
-9-
10
IF TO HCC: IF TO PARTICIPANT:
0000 Xxxxxx Xxxxx Xxxx. 0000 X. Xxxxxx Xxxx Xxxxx
Xxxxx 0000 Xxxxx 000
Xxxxxx, XX 00000 Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxx, III Attention: Xxxx X. Xxxxxxxxxx
(if by telecopy to: (if by telecopy to:
(000) 000-0000) (000) 000-0000)
or such persons or addresses as any party may request by notice duly given
hereunder. Except as otherwise specified herein, notices will be deemed given
and received (i) at the time of personal delivery, (ii) if sent by U.S. Mail,
three (3) business days after mailing, (iii) if sent by overnight courier, one
(1) business day after such sending, (iv) if sent by telecopy, upon receiving
of confirmation of receipt of the telecopy at the number indicated, or (v) in
the case of electronically transmitted data, when received.
10.6 Controlling Law. This Agreement will be interpreted pursuant
to the laws of the State of Texas without reference to its conflict of laws
principles. Subject to the agreement to arbitrate and the jurisdiction and
venue provisions set forth in section 10.1 hereof, any action brought relating
to or arising out of this Agreement must be brought in the state or federal
courts situated in the county and state of the residence or principal place of
business of the party against whom the action is brought (or any of them, if
more than one).
10.7 Entire Agreement. This Agreement and the Exhibits attached
hereto constitute the entire agreement between HCC and Participant with respect
to the provision of services under the HCC System, and supersedes and replaces
any and all other agreements and representations, verbal or written, with
respect to the subject matter of this Agreement. There are no representations,
warranties or agreements made or relied upon by either party with respect to
the subject matter of this Agreement that are not contained in this Agreement.
10.8 Successors and Assigns. This Agreement will be binding upon
and will inure to the benefit of the legal representatives, successors and duly
authorized assigns of each party whether resulting from merger, acquisition,
reorganization or assignment pursuant to the terms hereof.
10.9 Confidentiality of the Agreement. The parties agree that the
terms and provisions of this Agreement will be kept confidential and shall be
disclosed only to those persons and entities as required by law or as permitted
by the other party hereto. The parties may, however, disclose the existence of
this Agreement to any person or entity.
10.10 Other Participant Agreements. HCC hereby agrees that in the
event HCC enters into a HCC Participant Agreement with comparable volumes from
and after the date hereof and prior to the expiration or other termination of
this Agreement with any other party who is not a shareholder of HCC or who is
not under contract to acquire one or more
-10-
11
shares of HCC stock which contains more favorable terms and conditions than
those provided herein, HCC shall notify Participant of such occurrence and
shall permit the amendment of this Agreement to incorporate said terms and
conditions.
AGREED to as of the date first written above.
THE HOTEL CLEARING CORPORATION ANASAZI SERVICE CORPORATION
By: By:
--------------------------- --------------------------
Xxxx X. Xxxxx, III,
President Title:
-----------------------
-11-
12
EXHIBIT "A"
Initial Information to be Provided by Participant to HCC
The fields in each commission record are the following:
-Record identifier required validated
-Chain record number required check for duplicates
-Chain/Brand code required validated
-Booking source required validated
-Property ID required validated
-PNR Number optional no checks
-Confirmation number required validated presence
-Cancellation number optional no checks
-Corporate ID number optional no checks
-Subscriber IATA number required validated HCC User
-Group/Guest last name required validated presence
-Group/Guest first name optional no checks
-Status code required validated
-Reason code optional if present, validate
-Arrival date required validated, no future
-Departure date required validated, no future
-Number of nights required validated presence
-Number of rooms required validated presence
-Commissionable revenue required validated, no neg.
-Gross Commission required validated, no neg.
-Adjustment amount required validated presence
-Net Commission due required validate computation
-Currency code required validated
-Comments optional no checks
-12-
13
EXHIBIT "B"
Participant Fees
1. Transaction Fees and other fees, costs and expenses payable
under the Agreement are to be wire transferred by Participant directly into
HCC's bank account, described as follows:
Bank Name:
-----------------------------------------------
Account Number:
------------------------------------------
Other Appropriate Information:
---------------------------
----------------------------------------------------------
----------------------------------------------------------
or debited as otherwise provided in the Agreement.
2. Transaction Fees and other fees, costs and expenses payable
under the Agreement that are listed in the billing statements provided to
Participant by HCC as provided in Section 3.5 of the Agreement and which are
received by or under the control of Participant shall be wire transferred from
Participant to HCC's account designated above or debited as provided herein,
not less than forty-eight (48) hours following receipt of such billing
statements.
-13-
14
EXHIBIT "C"
Subscriber Commissions
1. Subscriber Commissions are specified in the record field "Net
Commission Due" as described on Exhibit "A".
2. Subscriber Commissions are to be wire transferred or debited
directly from Participant's bank account, described as follows:
[Bank Name]
[Account Number]
[Other Appropriate Information]
3. Subscriber Commissions listed in the billing statements
provided to Participant by HCC as provided in Section 3.5 of the Agreement and
received or under the control of Participant shall be wire transferred or
debited from the account designated above, not less than forty-eight (48) hours
following receipt of such billing statements.
-14-
15
EXHIBIT "D"
[*]
*Confidential Treatment Requested
-15-
16
EXHIBIT "E"
PROPOSED PROCEDURES
(attached)
-16-
17
EXHIBIT "F"
DEBIT AUTHORIZATION
TO: [Bank]
RE: [Account Number and identification]
DATE:
The undersigned hereby authorizes The Hotel Clearing
Corporation to debit the undersigned's account identified above, and to
transfer sums from such account by wire transfer, debit memo, draft or check,
all without further instruction or verification of such transfer instructions
from the undersigned. This authorization will remain in full force and effect
until written notification of cancellation is given by the undersigned to the
bank or other financial institution identified above.
----------------------------------
By:
-------------------------------
Title:
----------------------------
-17-
