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EXHIBIT 10.20
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 Subscriber Agreement (the "Agreement") is entered into
by and between the SABRE Travel Information Network, a division of The SABRE
Group, Inc. ("SGI") and the undersigned ("Customer"), as of the date executed
by SGI 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, SGI 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 SGI shall be subject to the same terms and
conditions as 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 SGI 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 SGI.
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 the SABRE system, and which
must be complied with by Customer. Such Instructions may be unilaterally
revised or amended by SGI at any time in its sole discretion.
2.4 PNR means a passenger name record created in the SABRE system.
2.5 PARTICIPANT means any air carrier (including scheduled, charter,
domestic and international airlines) care rental company, surface
transportation carrier, hotel or lodging provider, railroad, steamship company,
cruise or tour operator or other vendor of travel related products, information
or services which has an agreement with SGI for the display of information
regarding its products or services in the SABRE system.
2.6 PROHIBITED SEGMENT means a Travel Service Segment for which no
corresponding space has been reserved within the transporting carrier's
internal reservations system.
2.7 SABRE BOOKING means an airline, hotel, tour, rental car or any other
product or service Segment that obligates a Participant to pay a booking fee to
SGI and that is created in or processed through the SABRE system by Customer
per video agent set during any one calendar month or that is secured to
Customer's location, less cancellations made prior the Segment Activity Date.
Bookings are credited in the latter of (i) the calendar month in which the
Segment Activity Date occurs or (ii)the calendar month in which the Segment is
actually processed by the SABRE system for booking fee purposes.
SABRE is a trademark of a subsidiary of the SABRE GROUP, INC.
2.8 SABRE COMPONENT means all memory, disk storage space, ports and any
other element of the Standard Equipment.
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2.9 SABRE PROMOTIONAL SUPPORT means the total dollar value of incentives
provided to Customers as identified on Schedule A and any Supplement.
2.10 SCHEDULE A means the document reflecting the Charges an any applicable
discounts for the System as amended by any Supplement(s).
2.11 SEGMENT means (a) for airline bookings, each separate flight segment
reservation identified by a separate flight number in a PNR, multiplied by the
number of passengers booked in such PNR for such flight segment: (b) for hotel
bookings, each separate reservation that is processed through SABRE SHARP with
an action status code of HK, KK or KL regardless of the number of rooms, suites
or other accommodations or the number of persons or the duration of stay; (c)
for car rental bookings, each separate reservation that is processed through
SABRE CARS with an action status code of HK, KK or KL regardless of the number
of vehicles or persons or the duration of the rental; and (d) for any other
product or service, each separate reservation for such product or service that
is processed through the SABRE system with an action status code of HK, KK or
KL regardless of the number of product or services or the number of persons or
the duration of the products or services. The term Segment does not include
Prohibited Segments.
2.12 SEGMENT ACTIVITY DATE means the first date listed in a PNR for the
relevant Segment.
2.13 STANDARD EQUIPMENT means the items of computer hardware leased to
Customer in accordance with this Agreement.
2.14 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 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.
2.15 SYSTEM means the Standard Equipment, SABRE Component, and/or the System
Software as identified on Schedule A and all Supplements.
2.16 SYSTEM SOFTWARE means that Software delivered by SGI to Customer as
identified on Schedule A and all Supplements.
2.17 TRANSACTION means a grouping of characters transmitted to the SABRE
system whether such transmission is made in the SABRE system manually or
automated. Each transmission to the SABRE system from Customer constitutes one
Transaction. No input message may exceed three hundred characters in length.
2.18 TRAVEL SERVICE SEGMENT means a booking segment entered in the SABRE
system with an action status code of GK, GL, BK, BL, YK, HK*, or HL*.
ARTICLE 3 - CHARGES AND PAYMENTS
3.1 PREPAYMENT. Upon execution, Customer shall pay to SGI the prepayment as
shown on Schedule A. If the System is installed, the prepayment credited
against the Customer's first Charges.
3.2 CHARGES. All amounts payable to SGI ("Charges") shall be due and
payable on the within fifteen days of the date of SGI's invoice, without setoff
or counterclaim.
3.3 ADDITIONAL CHARGES. Customer agrees to pay to SGI an additional charge
at SGI'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)
installation of peripheral devices requested by Customer; (f) materials for use
with the Standard Equipment, including, but not limited to, ticket stock for
use with thermal ticket printers; and (g) processing Transactions which exceed
the level of one hundred twenty-five Transactions per SABRE Booking.
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3.4 INCREASES. SGI 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 SGI within
fifteen days of receipt of SGI's notice of the increase. Notwithstanding the
foregoing, the communication access charge in such Charges shall be subject to
increase, at any time and without limitation, to cover any increase in the cost
imposed upon SGI.
3.5 SABRE SERVICES. If Customer elects to use certain of SGI's services
such as, but not limited to, Ticketing and Invoice/Itinerary functions,
Microfiche, Customer shall pay Charges for such services based on SGI's then
prevailing rates.
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 SGI. Customer shall indemnify and hold
harmless SGI from all costs, fines and expenses (including reasonable legal
costs) incurred by SGI resulting from Customer's failure to pay taxes as
provided in this Article.
ARTICLE 4 - INSTALLATION AND DELIVERY
4.1 DELIVERY. SGI 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 Xxxxxxx 0.0, XXX shall install, or cause to be
installed, the System at the site. Customer shall allow installation of the
System at the site. Customer's failure to do so or to give adequate assurance
that it will do on the estimated installation date, will constitute an Event of
Default pursuant to Article 14.1.2.
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, SGI shall use reasonable efforts to install the
System upon Customer's compliance with this Article and upon payment of all
reasonable expenses incurred by SGI 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
SGI.
4.5 COMMUNICATION ACCESS. SGI or its designated third party shall install
the necessary communication access device to connect the System to the SABRE
system. All such devices are either owned by SGI or such third-party, are
subject to this Agreement, and shall be returned to SGI or the third-party as
SGI directs upon termination of the Agreement.
4.6 NON-STANDARD SYSTEM. Customer shall not connect or use any hardware,
software, or firmware not acquired from SGI with SABRE or the System without
SGI's prior written consent, which shall be granted provided that such
hardware, software, or firmware is approved by SGI 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 the SABRE System, 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.
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
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ARTICLE 5 - REPAIRS AND MAINTENANCE
5.1 REPAIRS AND MAINTENANCE. Upon prompt notification from Customer, SGI,
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 SGI 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 SGI 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 SGI'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 SGI. 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.
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 an amount not less than one million dollars combined single
limit. The coverage shall include the following special provisions: (a) SGI,
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) Insureds will provide SGI with thirty days' prior written notice of any
cancellation of 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 SGI as additional
insured; (b) name SGI 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 SGI; and (e) provide that SGI will be given thirty days' prior written
notice of any cancellation or material change of such policy.
7.4 CERTIFICATES. Customer will provide to SGI, 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 SGI does not receive such
Certificate of insurance prior to delivery of the System, SGI may obtain
insurance and Customer shall reimburse SGI for all amounts paid by SGI to
obtain such insurance.
ARTICLE 8 - TITLE AND OWNERSHIP OF CONFIDENTIAL INFORMATION
8.1 The Confidential Information shall remain SGI's exclusive property.
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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, contractors or subcontractors to
divulge the Confidential Information without prior written consent of SGI.
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 quotation; (ii) customer accounting record keeping
activities; or (iii) the sale of or reservations for other miscellaneous
products or services offered in the SABRE system. Customer shall not publish,
disclose or otherwise make available to any third party any compilation of data
obtained from the SABRE system. 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 SGI or the
original manufacturer of the System Software, as applicable, owns 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
right to patents, copyrights, trademarks, and trade secrets inherent in the
System Software and pertinent thereto are and shall remain SGI's 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 SGI 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 the SABRE system, (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 SGI, (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 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
SGI 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, (g) the terms of this Agreement shall govern the System Software license
unless modified by a license which may be associated with a particular software
product, wherein the license associated with that particular software product
shall govern. Nothing in this Agreement shall convey title to the System
Software to Customer.
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 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 SGI 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 SGI or the
manufacture. In the event SGI, 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 SGI 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 SGI 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 SGI.
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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 SGI 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 SGI and SGI will provide Customer with additional programs to support
additional video agent sets pursuant to this Agreement.
9.6.3 Customer will look only to SGI 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.
9.6.5 Customer shall physically retain a copy of the Conditions of Use for
SABRE Users (Attachment) 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 that the warranty received
by SGI 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
GIVE 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 SGI and SGI shall as Customer's sole and exclusive remedy,
repair or replace the defective media.
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ARTICLE 10 - OPERATION OF SABRE AND THE SYSTEM
10.1 OPERATION OF SYSTEM.
10.1.1 The SABRE system 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.
10.1.2 Customer shall access the SABRE system only on the System or another
system or device authorized in writing by SGI.
10.1.3 Customer shall take all precautions necessary to prevent unauthorized
operation or misuse of the SABRE system 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 the SABRE system or the System, SGI reserves the right, in addition to all
rights under the Agreement, to terminate the Agreement.
10.1.4 Customer shall not enter any Prohibited Segments in the SABRE system.
Prohibited Segments so entered shall not be calculated in determining
productivity levels under the Agreement. All Travel Service Segments shall be
removed from the SABRE system 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 or as amended by another document and any subsequent Supplements.
10.3 TRANSACTION VOLUME. Notwithstanding the provisions of Article 3.3(g),
SGI shall have the right, upon thirty days notice to Customer to limit Customer
to generating no more than one hundred twenty-five Transactions per SABRE
Booking.
10.4 TRAINING. SGI will make available introductory SABRE training during
the installation process. For purposes of this Article, the installation
process is defined as anytime between contract signing by both Customer and SGI
through two months after installation is complete.
10.4.1 Upon written request from Customer, at such time that installation is
complete, additional training may be offered subject to availability and at
SGI's then prevailing rate per person, per class. The additional training
charge will be assessed on Customer's monthly invoice.
10.4.2 The training described in Article 10.4 shall be performed at a location
designed by SGI.
10.4.3 Except as otherwise provided herein, Customer is responsible for all
training of all its employees in the proper use of the SABRE system.
10.4.4 In addition to the training described in Xxxxxxx 00.0, XXX may offer to
Customer supplemental training programs on a local level at SGI's then
prevailing rate and method of delivery. Such training may consist of, but not
be limited to, workshops, seminars, self-paced instruction and individual
consultations.
10.4.5 Customer and its trainees agree to comply with all training procedures
and rules established by SGI, and SGI 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 SGI may, at its discretion, monitor or test Customer's employee's
training levels. If SGI 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 SGI at SGI's then prevailing charges) as may be necessary to bring
Customer's employees to the level of training required by SGI.
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ARTICLE 00 - XXXXXXXX, XXX XXXXXXXXXX XX XXXXXXXX, LIABILITY AND REMEDY
11.1 SABRE WARRANTY. SGI agrees to use reasonable efforts to maintain the
availability of the SABRE system, but shall have no liability for interruptions
in the operation of the SABRE system except as specifically provided herein.
Subject to the terms hereof, in the event that the SABRE system is not operable
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"), SGI will reduce the monthly charges (on a pro-rata basis
according to the percentage of Normal Time during which the SABRE system was
not operable at least ninety-five percent of the Normal Time. For purposes of
this article, normal business hours shall be 9:00 a.m. to 6:00 p.m. local time,
Monday through Saturday. The SABRE system 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 the SABRE system. To request
a reduction under this Article 11.1, Customer shall submit a written record to
SGI 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 the SABRE system was restored (within normal
business hours as defined above) and the type of outage.
11.2 DATA. CUSTOMER ACKNOWLEDGES THAT NEITHER SGI NOR XXXX ELSEVIER, INC.
("XXXX") THE PUBLISHER OF THE OFFICIAL AIRLINE GUIDE AND 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 SGI NOR XXXX SHALL BE LIABLE TO
CUSTOMER FOR ANY INJURY, LOSS, CLAIM OR DAMAGE CAUSED IN WHOLE OR IN PART BY
THE NEGLIGENCE, OF SGI OR XXXX 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 SGI'S DIRECT CONTROL, SGI
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 THE SABRE SYSTEM 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 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 SGI AND THE MANUFACTURER AND THERE ARE NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION AND IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR INTENDED USE BY OPERATION OF LAW
OR OTHERWISE OF THE SABRE SYSTEM 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 THE SABRE
SYSTEM, THE SYSTEM OR ANY COMPONENTS THEREOF, WHETHER MADE BY SGI 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 SGI 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 SGI,
SGI will provide reasonable services to correct such malfunction or defect.
Customer will supply SGI with such input files and other materials as may be
necessary to enable SGI to diagnose and correct the malfunction or defect. THE
FOREGOING SHALL BE 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 SGI FOR DAMAGES
HEREUNDER.
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11.6 LIMITATION OF LIABILITY. CUSTOMER WAIVES ALL LIABILITY IN TORT, OF SGI
AND THE RESPECTIVE MANUFACTURER INCLUDING WITHOUT LIMITATION ANY LIABILITY
ARISING FROM NEGLIGENCE. NOTWITHSTANDING THE FOREGOING, SGI'S LIABILITY TO
CUSTOMER HEREUNDER SHALL BE LIMITED TO THE TOTAL AMOUNT OF CHARGES ACTUALLY
PAID BY CUSTOMER TO SGI PURSUANT TO THIS AGREEMENT. NEITHER SGI NOR ANY
MANUFACTURER SHALL BE LIABLE TO CUSTOMER FOR ANY ACCIDENTAL, 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 SGI OR THE
MANUFACTURER HAS BEEN ADVISED, OF, KNEW, OR SHOULD HAVE KNOWN, OF THE
POSSIBILITY THEREOF.
ARTICLE 12 - INDEMNIFICATION
12.1 Customer and SGI ("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 SGI for any Claims arising from Customer's
misuse of the SABRE system including without limitation, making fraudulent
bookings.
ARTICLE 13 - ASSIGNMENT
13.1 ASSIGNMENT OR SUBLEASE BY 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 SGI. ANY
ATTEMPTED ASSIGNMENT IN VIOLATION OF THIS ARTICLE SHALL BE VOID.
13.2 ASSIGNMENT BY SGI. SGI 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
SGI's obligations, SGI shall be released of all obligations after the effective
date of such sale, transfer, delegation or assignment.
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 SGI.
9
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14.1.5 Fails to secure and maintain Airlines Reporting Corporation ("ARC")
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 written notice from SGI. 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 SGI's Rights Upon Termination. Upon the occurrence of an Event of
Default and subject to Article 14.1.6, SGI 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 SGI damages
suffered by SGI as a result of such Event of Default.
14.3 TERMINATION BY CUSTOMER. In the event that SGI breaches any material
term of this Agreement, which breach continues for a period of fifteen days
after SGI receives from Customer written notice which sets forth the legal and
equitable intent to terminate the Agreement if such breach is not cured, then
Customer may immediately terminate the Agreement upon separate written notice
to SGI. Except as limited by this Agreement, upon termination, Customer may
seek a remedies to which it is entitled. Customer may not otherwise cancel,
terminate, modify, repudiate, excuse or substitute this Agreement without SGI's
prior written consent, which SGI 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 NON-EXCLUSIVE 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 SGI.
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
terminal addresses and [ * ] of the printers, with a minimum of [ * ],
identified on Schedule A and/or subsequent Supplements, provided that Customer
complies with the following conditions: (a) Customer provides documentation,
satisfactory to SGI, 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 SGI, in writing, of the description and
location of the equipment to be deleted (the "Deleted Equipment"); (c) Customer
pays to SGI the then current deinstallation charges for the Deleted Equipment.
In addition, Customer shall pay to SGI 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, SGI
shall deinstall the Deleted Equipment and disconnect it from the System.
15.3.2 SGI 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 SGI 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 (of
such lesser amount as agreed by SGI) shall be Standard Equipment and shall be
installed and reconnected by SGI; (b) Customer shall pay to SGI its then
current installation charges with respect to the Deleted Equipment which is
reinstalled and reconnected; (c) Customer shall pay to SGI 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.
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
10
11
15.3.3 The Deferred Payment shall be deemed waived by SGI 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, SGI shall be entitled to exercise all of its
rights under law and under the Agreement, including the collection of all
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 Agreement must
be in writing and signed by the authorized representatives of both parties.
15.5 FORCE MAJEURE. SGI shall be relieved of its obligations hereunder in
the event and to the extent 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 The SABRE Group, Inc. at X.X. Xxx 000000, XX
_______________, 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 SGI: QP/_______ and if to Customer: to Customer's
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 SGI, 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 SGI, F.O.B. the destination
designated by SGI in writing.
15.8 SABRE MODIFICATION. SGI retains the right to modify the SABRE 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
the SABRE system 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 any 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 if 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 materially impairs the benefits of this Agreement to
SGI, 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 canceled by SGI upon giving Customer thirty
days prior written notice of such cancellation. If SGI 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. 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 SGI all of the
sums due, the Agreement, the Schedule A and all Supplements shall survive such
expiration or termination to
11
12
the extent necessary to protect SGI's rights until all sums owed to SGI 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 of 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 SGI has offered
Customer a SABRE Subscriber Agreement with a three year term with reasonable
terms and conditions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth below.
SGI RESERVES THE RIGHT TO CHANGE THE SABRE GUARANTEE PROGRAM RULES,
REGULATIONS, AND SPECIAL OFFERS WITHOUT NOTICE, AND TO END THE SABRE GUARANTEE
PROGRAM WITHOUT NOTICE
ALL SIGNATURES MUST BE IN BLACK INK
CUSTOMER THE SABRE GROUP, INC.
By: /S/ Xxxxx Xxxxxxx /S/ Xxxxx Xxxx
-------------------------------------------------------------------------------------------
(Signature) (Signature)
Name: [Xxxxx Xxxxxxx] [Xxxxx Xxxx]
------------------------------------ ---------------------------------------------
(Print Name) (Print Name)
Title: [Vice-President/CFO] [Manager]
------------------------------------ ---------------------------------------------
Date: [11/20/96] [11/25/96]
------------------------------------ ---------------------------------------------
AGENCY NAME: [800 TRAVEL SYSTEM INC.,] PCC:[I944]
------------------------------ -----------------------------------------
[d.b.a 1-800 Low Air Fare]
[a.k.a. 800 Fly For Less]
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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 of
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
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 re-export this package.
No statements contained in this package shall affect the statutory rights of
any person.
14
I944
555
COVERED BY B8T3 EXPANSIONARY AGREEMENT
===============================================================================
[SS SK1] [AF-] SCHEDULE A PCC I944
===============================================================================
To SABRE Subscriber Agreement between Customer and American
(The Agreement).
CUSTOMER NAME: 800 TRAVEL SERVICES INC. PCC____: I944
(include DBA): 800 FLY FOR LESS ARC# REMOTE
SITE (Loc.)__: 0000 XXXXXXXXX XXXXX
XXX XXXXX, XX. 00000
CONTRACT TERM : 60 Months
EFFECTIVE DATE: UPON INSTALL
Order Number: 2246206, 2247175, 2250473, ESTED. INSTALL : 12/01/96
2250916, 2250469
1 ) SYSTEM DESCRIPTION:
== ====================
A) HARDWARE:
-----------
Rate per Unit
QTY. ------------- Total Total
------- Monthly Monthly Monthly Insurance
Lea Own DESCRIPTION Lease SMU Charges Value
=== === =========== ======= ======= ======= =========
[*] SABRE/IBT TWO-WAY DATA LINE(S) [*] [*] [*] [*]
[*] DF/S Pntium/100/1.2G/24MBwCD/ [*] [*] [*] [*]
[*] DG/W Pntium/100/1.2G/24MBwCD/ [*] [*] [*] [*]
[*] W/S Pentium/100/1.2G/16MB.... [*] [*] [*] [*]
[*] Printer Documax A3300 w/Stand [*] [*] [*] [*]
[*] 17" Monitor (Turbo SABRE Upgr) [*] [*] [*] [*]
----- ----- -----
Total Hardware Monthly Charge [*] [*] [*]
----- ----- ----- -----
Total Insurance Value .................................. $ [*]
=====
2 ) ONE-TIME CHARGES:
== ==================
A) PREPAYMENT:
--------------
Prepayment (New SABRE Location Only)............................ [*]
B) SYSTEM:
----------
SABRE Installation Charges...................................... [*]
C) SYSTEM SOFTWARE/LICENSE:
---------------------------
Operating Prgm. MS-DOS.............@ [*] ................... [*]
Per Fileserver.....
Per Fileserver.....
[*] Turbo SABRE Software Pkg...........@ [*] Per License x CRT.. [*]
D) ACCESSORIES:
---------------
[*] Mouse & Pad Kit....................@ [*] each.............. [*]
-------
Total One-Time Charges.......................................... $ [*]
=======
3 ) DISCOUNTS:
== ===========
A) FIXED MONTHLY DISCOUNTS:
---------------------------
* Fixed Monthly Discount - Booking Level............ ......... [*]
(per video agent set and video agent set terminal address)
Fixed Monthly Discount Amount - SABRE....................... $ [*]
-------
Total Fixed Monthly Discount Amount..................... $ [*]
=======
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
15
===============================================================================
[SS SK1] [AF-] SCHEDULE A PCC I944
===============================================================================
American agrees to provide Customer a fixed monthly discount to the
Total Fixed Monthly Charges if Customer meets all the terms and
conditions of those discounts as set forth in this Schedule A.
B) SUSPENDED CHARGES - Initial Term: MONTHLY TOTAL
----------------------------------- ------- -------
Ticketing. . . . . . . . . . . . . . 60 Months @ [ * ] [ * ]
I/I. . . . . . . . . . . . . . . . . 60 Months @ [ * ] [ * ]
Option 6 . . . . . . . . . . . . . . 60 Months @ [ * ] [ * ]
Branch Access. . . . . . . . . . . . 60 Months @ [ * ] [ * ]
Bargain Finder Plus. . . . . . . . . 60 Months @ [ * ] [ * ]
------- -------
Total Suspended Charges-Initial Term . . . . . . $[ * ] $[ * ]
------- -------
C) ONE-TIME CHARGES DISCOUNTED:
------------------------------
SABRE Installation/Implementation. . . . . . . . . . . . . [ * ]
Application Software(s). . . . . . . . . . . . . . . . . . [ * ]
System Accessories . . . . . . . . . . . . . . . . . . . . [ * ]
-------
Total One-Time Charges Discounted. . . . . . . . . . . . . $[ * ]
-------
TOTAL SABRE PROMOTIONAL SUPPORT . . . . . . . . . . . . . . . . $[ * ]
=======
* TAKEN FROM B8T3 EXPANSIONARY AGREEMENT
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.
4) OTHER CONDITIONS OF DISCOUNT:
===============================
A. The SABRE Booking level is based on all productive video agent sets
and video agent sets terminal address 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 . . . . . . . . . . Upon Installation
C. Add-On productive video agent sets will be added at the same SABRE
Booking level as the original productive video agent 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 discounts.
F. The discounts for all additional video agent sets and/or video agent
sets terminal address 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
[SS SK1] Rvsd. 10/31/95 Page
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
16
================================================================================
[SS SK1][AF-] SCHEDULE A PCC I944
================================================================================
addition of vido agent sets that are not capable of generating SABRE
Bookings. All video agents sets and/or video agent sets terminal
address added under this provision will be subject to the booking
level(s) stated in the Discount section of this Schedule A or, if
applicable, in the Cluster Amendment. Measurement for additional video
agent sets and/or video agent set terminal address installed or
implemented in a calendar month will commence on the 1st day of the
next month.
G. Any discounts in section 3) above shall not be applicable until the
installation or access to SABRE has completed.
5) BOOKINGS BELOW FIXED MONTHLY DISCOUNT BOOKINGS LEVEL:
IF CUSTOMER DOES NOT ACHIEVE [*] OF THE FIXED MONTHLY DISCOUNT BOOKING
LEVEL PER VIDEO AGENT SET AND VIDEO AGENT SET TERMINAL ADDRESS, 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 SHARE BOOKING LEVEL, MULTIPLIED
FURTHER BY THE TOTAL NUMBER OF PRODUCTIVE VIDEO AGENT SETS AND VIDEO
AGENT SET TERMINAL ADDRESS AT THE PSEUDO CITY CODE IDENTIFIED ON PAGE
ONE OF THIS SCHEDULE A, AND MULTIPLIED BY THE NUMBER OF MONTHS IN THE
MEASUREMENT PERIOD. HOWEVER, AMERICAN AGREES THAT AS LONG AS CUSTOMER
PROCESSES AN AVERAGE OF [*] SABRE BOOKING PER VIDEO AGENT SET AND VIDEO
AGENT SET TERMINAL ADDRESS PER MONTH DURING THE MEASUREMENT PERIOD, THE
MAXIMUM AMOUNT CHAREGED WILL NOT EXCEED THE TOTAL FIXED MONTHLY DISCOUNT,
AS 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.
By : /s/ XXXXX XXXXXX By : /s/ XXXXX XXXX
------------------------ ---------------------
Name : XXXXX XXXXXX Name : XXXXX XXXX
------------------------ ---------------------
Title: Vice President/ CFO Title: Manager
------------------------ ---------------------
Date : 11/20/96 Date : 11/25/96
-- -- -- -- -- --
[SS SK1] Rvsd. 10/31/95 Page 3
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
