THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE
INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]."
SERVICES AGREEMENT
This Services Agreement ("Agreement") is entered into effective as of March
15, 2000 and between American Airlines, Inc. ("AA"), a Delaware corporation
with principal offices located in Fort Worth, Texas, and Sabre Inc.
("Sabre"), a Delaware corporation with principal offices located in Fort
Worth, Texas.
BACKGROUND
1. Since July 1, 1996, Sabre has been operating as an independent company
from AA, and AA has been performing a variety of payroll and other
services for Sabre under the terms of a Management Services Agreement
(MSA) entered into by and between AA and Sabre.
2. As a result of certain separate transactions expected to occur on or
about March 15, 2000, Sabre, its parent company, Sabre Holdings
Corporation and their Affiliates, will no longer be Affiliates under
common control with AA.
3. The majority of the services rendered under the MSA will be wound down
and terminated by June 30, 2001. AA and Sabre intend that the MSA will
expire on June 30, 2001.
4. The parties contemplate that AA may continue providing payroll and
related services to Sabre beyond June 30, 2001, and therefore wish to
enter into a separate agreement governing the terms and conditions
under which these services will be performed, and this Agreement shall
supersede and replace the MSA with respect to the Services as of the
effective date of this Agreement.
CLAUSES
NOW, THEREFORE, in consideration of the mutual promises set forth below, AA
and Sabre agree as follows:
1. Definitions and Interpretation.
Various terms used in this Agreement are defined in the Definitional
Appendix; the defined terms used in this Agreement begin with a capital
letter. Various interpretative matters for this Agreement are also set
forth in the Definitional Appendix. The Definitional Appendix is
incorporated herein as an integral part of this Agreement.
2. Services, Payments and Taxes.
2.1 SERVICES TO BE RENDERED; CHANGES. AA will provide payroll and
certain related services (the "Services") to Sabre as more
fully described on Schedule A and the related Service Level
Agreement dated January 1, 2000, both of which are attached to
and form part of this Agreement. The Services are rendered
solely to, or for the direct benefit of, Sabre and the Sabre
Affiliates identified on Schedule A and may not be transferred
or assigned to any other Person. Sabre will make available
access to all information, systems, data, facilities and
personnel support reasonably required by AA to effectively
perform the Services as provided in the Service Level
Agreement.
Sabre may from time to time submit a written request for a
change or addition to the Services. AA will not unreasonably
withhold its approval of such change or addition and will
provide Sabre with a written response to the change request
identifying (i) any additional charge as a result of the
change or addition, (ii) an estimate of the time for
implementation of the requested change or addition, and (iii)
any additional terms or conditions that would apply to the
change or addition. Sabre may, in its discretion, accept or
reject AA's proposal. Each Party shall use all reasonable
efforts to respond as expeditiously as possible to any change
requests or proposals.
2.2 STANDARD OF CARE. AA will use the same care in rendering the
Services to Sabre as it uses in rendering substantially
similar services for itself and its Affiliates, but in no
event less than reasonable care. However, AA has full
discretion as to how to render the Services, and is not
obligated to render the Services in the same manner (e.g.,
using the same personnel) or in the same place as it has
previously rendered, or may render in the future, such
Services for itself or for Sabre.
2.3. PRICE AND PAYMENT. Sabre will make all payments owed to AA
hereunder, without set-off or reduction for any amounts owed
or claimed from AA by Sabre and exclusively in United States
Dollars, by means of wire transfer to an account or accounts
designated by AA. AA will invoice Sabre for amounts accrued
under SCHEDULE A for each month during the term of this
Agreement. Payment must be made within thirty (30) days after
receipt of an invoice from AA. AA may charge interest on any
past due invoiced amount at the annual rate of 18% (or, if
lower, the highest lawful rate) from the due date until paid
in full with accrued interest. Invoices will be in a format
and contain reasonable detail as mutually agreed in writing by
AA and Sabre.
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AA will not back xxxx Sabre for any Services that were
rendered in 1998 and 1999 under the MSA.
2.4 EXPENSES. Unless otherwise provided in Schedule A or
specifically agreed by the Parties, each Party will bear its
own costs and/or expenses in connection with the performance
of this Agreement and the exercise of its rights and remedies
under this Agreement.
2.5 TAXES. Sabre and AA are responsible for taxes relating to this
Agreement as follows:
a) Each Party is responsible for its income and
franchise taxes, and for all other taxes (however
described) based on its own income and earnings.
b) Sabre is responsible for all sales, excise, use and
similar taxes (however described) of any
jurisidiction which are applicable to, or in respect
of, the Services and the payments made under this
Agreement. Accordingly, all payments by Sabre to AA
under this Agreement are to be net of any such taxes,
and/or grossed-up to the extent necessary for AA to
receive the intended net amount. If Sabre claims an
exemption or exclusion from taxes of this kind, it
shall deliver to AA a certificate or letter stating
Sabre's good-faith belief that a Service is not, in
whole or in part, subject to those taxes.
c) Each of Sabre and AA is responsible for all
employment-related taxes (however described)
regarding its own employees.
d) ASSESSMENTS, REFUNDS AND DISPUTES.
(i) If AA receives an assessment from a taxing
authority covering taxes for which Sabre is
responsible under this Section, AA shall
notify Sabre of the assessment and, at
Sabre's request, timely contest the
assessment. If payment to the taxing
authority is required by law as a condition
to protest, Sabre shall timely furnish AA
the required amount for that payment.
(ii) If Sabre believes it has overpaid taxes to
AA for any of the Services (in whole or in
part), Sabre may require AA to file a
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claim for a refund at Sabre's expense. If
permitted by law, AA may assign any right to
a refund directly to Sabre instead of filing
a refund claim. Any refund of taxes
(including any interest) received by AA
under this Section shall be promptly
forwarded to Sabre.
(iii) Before AA is required to pursue any action
requested by Sabre under this Section, AA
may at any time require Sabre to deliver a
letter of advice from outside counsel
(selected by Sabre) stating that Sabre's tax
position is reasonable.
(iv) Except as stated in the next sentence, any
dispute between the parties regarding the
application of any taxes related to the
Services provided under this Agreement shall
be resolved by the Dispute Resolution
Procedure. Any dispute as to the amount of
tax owed to a taxing authority, including a
dispute between a party and the taxing
authority, need not be resolved by the
Dispute Resolution Procedure, but may be
resolved by any appropriate administrative
or legal procedure available to a party
under this Agreement apart from the Dispute
Resolution Procedure.
3. TERM AND TERMINATION.
The term of this Agreement will commence on March 15, 2000 and
remain in effect until December 31, 2001, unless extended or earlier
terminated as follows:
3.1 RENEWAL; THREE-MONTH EXTENSION ON EXPIRATION. At least one
hundred eighty (180) days before the expiration of the initial
term or any renewal term, Sabre may request an extension of
the term of this Agreement of one year or more. If, after good
faith negotiation, the Parties do not agree in writing on the
terms and conditions of the extension by the one-hundred
twentieth (120th) day before the expiration of the initial or
any renewal term, this Agreement will expire, UNLESS Sabre, on
or before that 120th day, notifies AA in writing that it
wishes the Services to be continued, and the term to be
extended, for a period of three calendar months after the
expiration date.
3.2 TERMINATION FOR CAUSE. This Agreement may be terminated by a
Party, immediately upon Notice to the other Party, if:
4
1) the other Party makes a general assignment of all or
substantially all of its assets for the benefit of
its creditors;
2) the other Party applies for, consents to, or
acquiesces in the appointment of a receiver, trustee,
custodian, or liquidator for its business or all or
substantially all of its assets;
3) the other Party files, or consents to or acquiesces
in, a petition seeking relief or reorganization under
any bankruptcy or insolvency laws;
4) a petition seeking relief or reorganization under any
bankruptcy or insolvency laws is filed against the
other Party and is not dismissed within ninety (90)
days after it was filed;
5) the other Party's material breach of this Agreement
continues uncured or uncorrected for thirty (30) days
following receipt of Notice from the non-defaulting
Party specifying the nature of that breach.
3.3 TERMINATION FOR CONVENIENCE. Upon not less than one hundred
twenty (120) days Notice, Sabre shall have the right to
terminate this Agreement, without cause. Any such termination
may take effect only on a month end after December 31, 2000.
If Sabre requests the termination be effective at the end of
any month other than a calendar quarter (i.e., March 31, June
30, September 30 or December 31), Sabre will reimburse AA for
all incremental costs incurred by AA in winding up the
Services, plus an additional five percent (5%) of such
incremental costs as an administrative charge.
3.4 PARTY'S OWN CONDUCT; REMEDIES NON-EXCLUSIVE. A Party may not
terminate this Agreement if an event or circumstance described
in SECTION 3.2, upon which that Party would rely in so
terminating, was caused by that Party's breach of this
Agreement. The termination rights under this SECTION 3 are not
exclusive of any other right or remedy of a non-breaching
Party granted in this Agreement, unless otherwise specifically
provided.
3.5 TRANSITION ASSISTANCE. For up to one-hundred eighty (180) days
after the date of expiration of this Agreement or termination
by Sabre under this XXXXXXX 0, XX will comply with Sabre's
reasonable requests for assistance in data migration, and
obtaining records and other information relating to the
Services rendered by AA preceding that expiration or
termination. In connection with the expiration or termination
of this Agreement and the Parties mutual interest in Sabre's
efficient
5
and orderly transition to a new system and/or service
provider, if Sabre requires assistance from AA, Sabre
will deliver to AA: (i) detailed functional requirements of AA
for the transition no less than ninety (90) days before the
actual cessation of Services under this Agreement, and (ii)
detailed functional specifications for data transfer from AA
no less than sixty (60) days before the actual cessation of
Services. Sabre will reimburse and pay AA's reasonable
expenses incurred in connection with the foregoing assistance
against invoices submitted to Sabre by AA in accordance with
SECTION 2 above. AA will supply reasonable supporting
documentation or other records and reports in connection with
such reimbursable expenses.
4. CONFIDENTIALITY/OWNERSHIP
4.1 CONFIDENTIAL INFORMATION. AA agrees that any information AA
and its employees receive or review concerning Sabre's
employees and business in the course of rendering the Services
may be confidential and/or proprietary to Sabre. AA
acknowledges that the following items are confidential
information of Sabre (whether or not so marked): individual
Sabre employee payroll data and other related information,
Sabre's general accounting ledger and Sabre SAP data. Sabre
will use reasonable efforts not to reveal any such information
to AA or its employees to the extent it is not required to
perform the Services, and, if it is, to clearly xxxx or
otherwise identify such information as confidential. AA will
maintain any information so identified as confidential and
will not disclose it to any third party (unless required to do
so by applicable laws) or use it directly or indirectly for
any purpose except the performance of Services under this
Agreement. AA agrees to return all such information and all
compilations or summaries or synopses thereof (and all copies
of all of the foregoing) in AA's possession to Sabre upon the
termination of this Agreement, except to the extent it is
impractical to desegregate or delete any such information
stored electronically, or AA would retain such information for
itself for the purposes of future auditing or reporting
requirements. In any event, AA's confidentiality obligation
above will survive the expiration or termination of this
Agreement for a period of five (5) years.
4.2 SYSTEM OWNERSHIP. Sabre acknowledges that it does not have and
will not acquire any proprietary rights in SHARP. However,
Sabre may, at any time, request AA to enter into good faith
negotiations to acquire ownership of or a license to use and
modify SHARP for its own benefit, subject to the terms of AA's
license for the core SAP system and the proprietary rights
therein. [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] In
the event Sabre elects to acquire a license to SHARP, AA
agrees to use reasonable efforts to acquire or obtain rights
from SAP necessary for SABRE to utilize SHARP.
5. LIMITED WARRANTY; REMEDY.
6
OTHER THAN THE STATEMENT AS TO STANDARD OF CARE IN SECTION 2.2, ALL
SERVICES ARE PROVIDED BY AA "AS IS," WITHOUT ANY WARRANTY WHATSOEVER.
SABRE RECOGNIZES THAT THE "AS IS" CLAUSE OF THIS AGREEMENT IS AN
IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH AA WOULD
NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. AA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT
REGARDING THE SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR
GIVE RISE TO ANY LIABILITY OF AA WHATSOEVER. SABRE ACKNOWLEDGES THAT IT
HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN THIS
AGREEMENT.
In the event of any inaccuracies or deficiencies in the Services caused
by AA's improper or negligent performance of the Services, AA will, as
soon as reasonably possible following identification of such
inaccuracies or deficiencies by Sabre, perform the Services again or
take such other reasonable corrective measures as will remedy the
inaccuracy or deficiency, all without additional expense to Sabre.
Sabre's remedy under this limited warranty is exclusive of, and not
cumulative with, any other remedy against AA for such breach of
warranty, including termination for breach and any claim for Damages,
but without prejudice to Sabre's rights to indemnification under
SECTION 7.1.
6. LIMITATION OF LIABILITY.
SABRE WAIVES ALL LIABILITY OF AA FROM ORDINARY NEGLIGENCE, WHETHER
CONTRIBUTORY, SOLE OR JOINT. AA IS NOT LIABLE TO SABRE FOR ANY
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL 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 AA HAD BEEN ADVISED
OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO
CIRCUMSTANCES MAY AA'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER,
WHETHER IN CONTRACT (INCLUDING THE INDEMNITY OBLIGATIONS OF SECTION 7
BELOW), TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF SERVICES FEES
ACTUALLY PAID TO AA UNDER THIS AGREEMENT. SABRE ACKNOWLEDGES THAT THE
FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS
AGREEMENT AND THAT AA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE
LIMITATIONS ON ITS LIABILITY.
7. INDEMNIFICATION.
7.1 BY AA. Subject to the limitation of XXXXXXX 0, XX will
indemnify and hold harmless (i) Sabre and the Sabre
Indemnified Parties, from and against any Damages (including
reasonable attorneys' fees and litigation expenses) caused by
7
the willful misconduct or gross negligence of AA's employees
involved in the performance of Services, and (ii) Sabre and
its Affiliates from and against any fines, penalties or other
civil liability assessed by any governmental authority for a
failure to remit payroll taxes comply timely and correctly
with other payroll-related reporting requirements to the
extent such failure is caused by AA's improper performance of
or negligence in performing the Services. The latter indemnity
is subject to the procedures for Third Party Claims set forth
in SECTION 7.4.
7.2 BY SABRE. Sabre will indemnify and hold harmless AA and
the AA Indemnified. Parties from any Damages (including
reasonable attorneys' fees and litigation expenses) caused by
a Third Party Claim arising out of AA's performance of the
Services.
7.3 EFFECT OF INDEMNIFIED PERSON'S CONDUCT. The indemnification
obligations in SECTIONS 7.1 AND 7.2 will be extinguished to
the extent that the Damages of the other Party, or any of its
Indemnified Agents for whom or which the other Party is
seeking indemnification, were caused by the gross negligence
or willful misconduct of the Person for whom or which
indemnification is sought. THE ORDINARY NEGLIGENCE OF A PERSON
OR THE JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF PERSONS
SHALL NOT PRECLUDE THAT PERSON OR ANY OF THOSE PERSONS FROM
RECEIVING THE BENEFITS OF INDEMNIFICATION UNDER THIS
AGREEMENT.
7.4 PROCEDURES FOR THIRD PARTY CLAIMS. If an Indemnification Claim
is based on a Third-Party Claim:
(a) The Indemnified Party shall give an Indemnification
Claim Notice promptly after it receives the
Third-Party Claim. The failure of an Indemnified
Party to timely give an Indemnification Claim Notice
shall relieve the Indemnifying Party of its
indemnification obligations only to the extent the
Indemnifying Party is actually prejudiced by that
failure.
(b) The Indemnifying Party shall be entitled to defend
the Third-Party Claim, with its chosen counsel and at
its own expense, if (i) the Third-Party Claim seeks
only monetary relief, and not an injunction or other
equitable relief, against the Indemnified Party, and
(ii) the Indemnifying Party elects to assume, and
diligently conducts, that defense. The Indemnifying
Party's election to defend shall be given by Notice
to the Indemnified Party within the Indemnification
Response Period. If the Indemnifying Party conducts
the defense, the Indemnified Party may participate in
that defense with its own counsel and at its own
expense.
(c) If the Indemnifying Party does not elect to defend
the Third-Party Claim by Notice within the
Indemnification Response Period, or if the
Indemnifying Party does not diligently conduct the
defense, the Indemnified Party shall be entitled,
upon further Notice to the Indemnifying Party, to
defend the Third-Party Claim on behalf of, and for
the account and risk of, the
8
Indemnifying Party (if it is determined that the
Indemnifying Party has an indemnification obligation
regarding that Indemnification Claim). In this
circumstance, the Indemnifying Party may participate
in the defense with its own counsel and at its own
expense.
(d) If there is a conflict of interest that makes it
inappropriate for the same counsel to represent the
Indemnifying Party and the Indemnified Party in
defending the Third-Party Claim, the Indemnifying
Party shall pay for separate counsel for the
Indemnified Party.
(e) The Indemnifying Party defending a Third-Party Claim
may compromise, settle, or resolve that Third-Party
Claim without the Indemnified Party's consent if the
compromise, settlement, or resolution involves only
the payment of money by the Indemnifying Party
(whether on its own behalf or on behalf of the
Indemnified Party) and the third-party claimant
provides the Indemnified Party a release from all
liability regarding the Third-Party Claim. Otherwise,
the Indemnifying Party may not compromise, settle, or
resolve the Third-Party Claim without the Indemnified
Party's Reasonable Consent.
(f) The Indemnifying Party and the Indemnified Party
shall cooperate with all reasonable requests of the
other in defending any Third-Party Claim.
7.5 TIME FOR CLAIMS. A Party may make an Indemnification Claim
(a) not based on a Third-Party Claim, only within two (2)
years after the breach or other event constituting
the basis for that Indemnification Claim occurred,
even if not discovered until after that second
anniversary, or
(b) based on a Third-Party Claim, at any time.
7.6 SURVIVAL. The rights, remedies, and obligations under this
SECTION 7 shall continue on and after the expiration or
termination of this Agreement.
8. INDEPENDENT CONTRACTOR.
Sabre and AA acknowledge and agree that AA, and its employees rendering
Services under this Agreement, are acting solely as independent
contractor, and not as employees, with respect to Sabre. Neither Party
has any authority to make offers or representations on the other
Party's behalf or otherwise to bind or incur liability on behalf of the
other Party, and may not hold itself out as having any such authority.
9. RIGHT TO AUDIT.
AA will keep complete records and accounts related to the performance
of the Services and payments made under this Agreement. Such records
and accounts will be open for inspection, examination, audit and
copying by Sabre or its designated representatives at all reasonable
times. AA will keep and preserve all such records and accounts
throughout the term of this Agreement, and for a period of at least six
(6) months after the expiration or termination of this Agreement.
9
10. NOTICES.
All Notices or other communications under this Agreement must be in
writing and will be deemed effectively received (i) when delivered
personally by hand to the recipient or when transmitted by facsimile to
the recipient (with telephonic confirmation by the sender to the
recipient), or (ii) one (1) business day after mailing by overnight
courier to the Parties at the following addresses (or at such other
addresses as may be specified by Notice in accordance with this
section):
IF TO AA: IF TO SABRE:
American Airlines, Inc. Sabre Inc.
0000 Xxxx Xxxxxx Xxxxxxxxx 0000 Xxxx Xxxxxx Xxxxxxxxx
Mail Drop 5501 Mail Drop 4204
Xxxx Xxxxx, Xxxxx 00000 Xxxx Xxxxx, Xxxxx 00000
Facsimile: 000-000-0000 Facsimile: 000-000-0000
Attention: Managing Director Attention: Sr. Vice President,
- Financial Planning Human Resources
WITH A COPY TO:
Sabre Inc.
0000 Xxxx Xxxxxx Xxxxxxxxx
Mail Drop 4204
Xxxx Xxxxx, Xxxxx 00000
Facsimile: 000-000-0000
Attention: General Counsel
11. ASSIGNMENT AND DELEGATION.
AA has subcontracted for the performance of certain of the Services and
may subcontract for the performance of any part or all of the Services
in its discretion, without affecting the Price to be paid for the
Services under SCHEDULE A or AA's responsibility for their performance
hereunder. AA will notify Sabre in advance of any new subcontracting or
change in subcontractors under this Agreement. Otherwise, neither Party
may assign this Agreement, in whole or in part, nor delegate any of its
duties without the Consent of the other Party. Any assignment attempted
in violation of this provision is null and void. No third party
beneficiaries are created by this Agreement.
12. GOVERNING LAW.
The validity, interpretation and performance of this Agreement are
governed by the laws of the State of Texas applicable to contracts
wholly performed within the State of Texas.
13. DISPUTE RESOLUTION MATTERS.
Except as otherwise stated in this Agreement, the Parties will resolve
all Disputes in accordance with the Dispute Resolution Procedure.
Nevertheless, if any Person other than the Parties or their Affiliates
(a) has initiated a lawsuit or other Proceedings against or
10
involving either or both of the Parties in which a Dispute will be
resolved, or (b) is a necessary participant in any Proceedings to
resolve a Dispute and cannot be joined by either or both of the Parties
in an arbitration of that Dispute under SECTION B.3(h) of the Dispute
Resolution Appendix, so that (in either case) the Dispute Resolution
Procedure is or will be ineffective, then the Parties need not use or
follow the Dispute Resolution Procedure to resolve that Dispute -
though the submission to jurisdiction in SECTION B.5 of the Dispute
Resolution Appendix will apply if necessary.
14. FORCE MAJEURE.
Either Party is excused from performing its obligations under this
Agreement (except for the obligation to make payments) to the extent
that it is prevented from performing as a result of any act or event
which occurs and is beyond its reasonable control, including, without
limitation, acts of God, strikes or other labor disturbances, utilities
or communications failures, riots, insurrections, sabotage or
vandalism. If a Party anticipates any excusable delay or failure
pursuant to this section, it will promptly Notify the other Party of
the anticipated delay or failure, the anticipated effect of that delay
or failure, and any actions that are being or are to be taken to
alleviate or overcome the cause of the delay or failure.
15. MISCELLANEOUS.
This Agreement constitutes the entire agreement between the parties
relating to its subject matter and supersedes any prior agreements and
understandings (including, but not limited to, the MSA as of the
effective date of this Agreement) whether oral or written, between the
Parties. No modification, amendment or change is effective or binding
on any Party unless set forth in a writing, duly executed by the
Parties. The waiver by either Party of any requirement or obligation
will not operate or be construed as a subsequent waiver. This Agreement
is binding on and inures to the benefit of the Parties, their legal
representatives, and permitted successors and assigns. This Agreement
may be executed in one or more identical counterparts, each of which is
an original, but all of which constitute one instrument. If any
provision contained in this Agreement is held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability will not invalidate this entire Agreement. Such
provision will be deemed to be modified to the extent necessary to
render it valid and enforceable, and if no such modification renders it
valid or enforceable, then this Agreement may be construed as if not
containing such provision.
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IN WITNESS WHEREOF, the duly authorized representatives of the Parties have
executed this Agreement as of the date first written above.
AMERICAN AIRLINES, INC. SABRE INC.
By: ________________________ By: _____________________
Xxxx. G Xxxxxxx Name:
Title: Vice President and Controller Title:
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DEFINITIONAL APPENDIX TO SERVICES AGREEMENT
1. DEFINED TERMS. In the Agreement, the following terms have the
corresponding meanings:
AA means American Airlines, Inc., a Delaware corporation.
AFFILIATE means a Person that directly or indirectly through one or
more intermediaries Controls, is Controlled by, or is under common
Control with another Person.
AGREEMENT means the Services Agreement between AA and Sabre (including
the Definitional Appendix, the Dispute Resolution Appendix, Schedule,
and the Service Level Agreement), as may be amended or supplemented
from time to time in accordance with its terms.
ARBITRATION RULES means the Rules for Commercial Arbitration of the
American Arbitration Association in effect at the time of an
arbitration in accordance with the Dispute Resolution Procedure.
CONTROL means the right to exercise, directly or indirectly, more than
50% of the voting power attributable to the equity interests in an
entity. (Controlling and Controlled have correlative meanings.)
CONSENT means the prior written consent of a Party (in any capacity) in
its sole discretion.
DAMAGES means the losses, claims, obligations, demands, assessments,
fines and penalties (whether civil or criminal), liabilities, expenses
and costs (including reasonable fees and disbursements of legal counsel
and accountants), bodily and other personal injuries, damage to
tangible property, and other damages, of any kind or nature, actually
suffered or incurred by a Person. Damages':
1. consists only of actual damages;
1. excludes (except as provided in the last sentence of this
definition) any lost profits, lost income, or lost savings and
any punitive, exemplary,
13
consequential, indirect, special, or incidental damages
(however described), even if the possibility of those losses
or damages was known; and
2. includes (except as may be reduced in accordance with the next
sentence) all fines, penalties, and interest paid or payable
to any Governmental Authority.
For the avoidance of doubt, the Damages of a Person include any lost
profits, lost income, or lost savings and any punitive, exemplary,
consequential, indirect, special, or incidental damages (however
described) awarded against that Person in favor of another Person
asserting a Third-Party Claim against that Person.
DEFINITIONAL APPENDIX means this Definitional Appendix to the Services
Agreement, containing definitions and interpretive matters for, as an
integral part of, the Agreement.
DISPUTE means any dispute, disagreement, claim, or controversy arising
in connection with or relating to the Agreement, or the validity,
interpretation, performance, breach, or termination of the Agreement,
including any claim of breach of representation or warranty or of
nonperformance and any claim regarding bodily or other personal injury
or damage to tangible property.
DISPUTE RESOLUTION APPENDIX means the Dispute Resolution Appendix to
Services Agreement, containing the Dispute Resolution Procedure for, as
an integral part of, the Agreement.
DISPUTE RESOLUTION PROCEDURE means the procedure or process by which a
Dispute shall be resolved (except as otherwise stated in the Agreement)
as described in the Dispute Resolution Appendix.
FIXED-PRICE SERVICE means a Service the Price for which is a fixed or
nonvariable amount other than a fixed rate
GOVERNMENTAL AUTHORITY means any federal, state, local, or foreign
government or governmental, quasi-governmental, administrative, or
regulatory authority, agency, body, or entity, including any court or
other tribunal.
14
INDEMNIFICATION CLAIM means a claim or demand of a Party, on its behalf
or on behalf of one or more of its Indemnified Agents, for
indemnification under SECTION 7.
INDEMNIFICATION CLAIM NOTICE means a Notice from the Indemnified Party
describing an Indemnification Claim and the amount or the estimated
amount of that Indemnification Claim to the extent then feasible
(though that estimate shall not be determinative of the final amount of
that Indemnification Claim).
INDEMNIFICATION RESPONSE PERIOD means the twenty (20) days after an
Indemnification Claim Notice is given during which the Indemnifying
Party may investigate and determine its responsibility or liability for
an Indemnification Claim and, if relating to a Third-Party Claim,
Notify the Indemnified Party of the Indemnifying Party's election to
defend that Third-Party Claim.
INDEMNIFIED AGENTS means collectively, the officers, directors,
employees, and agents of a Party and its Affiliates.
INDEMNIFIED PARTY means a Party entitled to or seeking indemnification,
on its own behalf or on behalf of one or more of its Indemnified
Agents, under SECTION 7.
INDEMNIFYING PARTY means a Party that has or is alleged to have an
obligation to indemnify the other Party in response to an
Indemnification Claim.
NOTICE means a written communication complying with SECTION 10. (Notify
has the correlative meaning.)
PARTIES means collectively, AA and Sabre. (Party means either AA or
Sabre.)
PERSON means an individual; a corporation, partnership, trust,
association, or entity of any kind or nature; or a Governmental
Authority.
PRICE means the amount or rate, in either case whether fixed or
variable and however measured, charged to Sabre for a Service, as
agreed by the Parties.
15
PROCEEDINGS means any action, suit, claim, investigation, demand,
audit, or other proceedings by or before any Governmental Authority or
any arbitration proceedings.
REASONABLE CONSENT means the prior written consent of a Party (in any
capacity), which may not be unreasonably withheld or conditioned.
REPRESENTATIVE means the individual agent or representative designated
by either Party to be it's formal liaison with or representative to the
other Party for matters relating to the Agreement, having the
(non-exclusive) authority and responsibility described in the
Agreement.
SABRE means Sabre Inc., a Delaware corporation.
SERVICE LEVEL AGREEMENT means the document of the same name dated
January 1, 2000 and attached to this Agreement.
SERVICES means the services to be rendered by AA and described on
SCHEDULE A to this Agreement. Further details with respect to the
nature of the Services and the manner and procedures for their
performance are provided in the Service Level Agreement.
SHARP means the modules of the SAP brand software system for business
management, licensed by AA, which are designed to maintain certain
human resources data bases and perform payroll and other related
functions. As used in this Agreement, SHARP means a version customized
and adapted specifically for AA's and its Affiliates environment and
requirements.
THIRD-PARTY CLAIM means a claim of liability asserted against either
Party by a Person other than the other Party.
USE-BASED SERVICE means a Service the Price for which is variable; or a
Service the Price for which is a fixed rate, but the amount due for
that Service is determined by or based upon, at least in part, the
extent of the actual use of AA's personnel or other assets.
B. INTERPRETATIVE MATTERS. The Agreement is the result of the Parties
negotiations, and no provision of the Agreement shall be construed for or
against either Party because of the
16
authorship of that provision. In the interpretation of the Agreement, except
where the context otherwise requires:
1. including or include does not denote or apply any limitation;
2. or has the inclusive meaning and/or;
3. $ refers to United States Dollars;
4. the singular includes the plural, and vice versa, and each
gender includes each of the others;
5. captions or headings are only for reference and are not to be
considered in interpreting the Agreement;
3. Section refers to a Section of the Agreement, unless otherwise
stated in the Agreement;
6. an event to occur, an action to be performed, or a condition
to be satisfied by or as of a stated date in the Agreement
shall occur or be effective or satisfied no later than 5:00
p.m. on that date; and
7. each reference to a time of day in the Agreement is to local
time in Fort Worth, Texas, and midnight begins a day.
17
DISPUTE RESOLUTION APPENDIX
SERVICES AGREEMENT
A. DEFINED TERMS. Various terms used in this Dispute Resolution Appendix,
which begin with a capital letter, are defined in the Definitional
Appendix to Services Agreement. In addition, the following terms used
only in this Dispute Resolution Appendix have the corresponding
meanings:
COMPLEX DISPUTE LIST means the Complex Dispute List, or if
that list is not then maintained by the American Arbitration
Association, another list of individuals having similar
qualifications maintained by the American Arbitration
Association.
INITIAL EXECUTIVE REVIEW COMMITTEE means a committee
consisting of the Managing Director of Financial Planning of
AA, the Vice President and Controller of Sabre, and the
Managing Director of Corporate Development of AMR.
SECOND EXECUTIVE REVIEW COMMITTEE means a committee consisting
of the Vice President and Controller of AA and the Senior Vice
President and Chief Financial Officer of Sabre.
QUALIFICATIONS means an inclusion in the Complex Dispute List
or having extensive knowledge or experience, or both,
regarding management services similar to the Service or
Services that are the subject of the Dispute.
The interpretative matters set forth in the Definitional Appendix also
apply to this Dispute Resolution Appendix.
B. DISPUTE RESOLUTION PROCEDURE.
1. GENERAL PROCEDURE. Except as otherwise stated in the
Agreement, the Parties shall resolve all Disputes in
accordance with this procedure:
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a) Each Party shall instruct its Representative to
promptly negotiate in good faith with the other
Party's Representative to resolve the Dispute.
b) If the Representatives do not resolve the Dispute
within ten (10) business days (or such longer period
as the Representatives may agree) after the date of
referral of the Dispute to them, the Dispute shall be
referred (by either or both of the Representatives)
to the Initial Executive Review Committee for
resolution.
c) If the Initial Executive Review Committee does not
resolve the Dispute within ten (10) business days (or
such longer period as that Committee may agree) from
the date of referral to it, the Dispute shall be
referred (by that Committee or any of its members) to
the Second Executive Review Committee for resolution.
d) If the Second Executive Review Committee does not
resolve the Dispute within ten (10) business days (or
such longer period as that Committee may agree) after
the date of referral to it, either Party may submit
the Dispute for resolution by the Parties Presidents,
who may submit the Dispute to non-binding mediation
in accordance with SECTION B.2 of this Dispute
Resolution Appendix.
5) If the Dispute is not resolved by the Parties
Presidents (if submitted to them) and is not
submitted to or resolved by mediation, then either
Party may submit the Dispute to binding arbitration
in accordance with SECTION B.3 of this Dispute
Resolution Appendix. A referral under any of SECTIONS
B.1(b), B.1(c), AND B.1(d) of this Dispute Resolution
Appendix shall be made by Notice to the Persons
designated in the applicable Section or Sections.
That Notice shall be in a form described in the
Agreement or an electronic mail message and addressed
to each Person at his office address or electronic
mail address; each Notice shall be given and
effective as described in the Agreement or, in the
case of electronic mail, upon actual receipt. The
date of referral is the last date that Notice is
given to all of the Persons to whom the Dispute must
have been referred.
2. Mediation means the mediation of an unresolved Dispute shall be
conducted in this manner:
19
a) Either Party may submit the Dispute to mediation by
giving Notice of mediation to the other Party. The
Parties shall attempt to agree upon and appoint a
sole mediator who has the Qualifications promptly
after that Notice is given.
b) If the Parties are unable to agree upon a mediator
within ten (10) days after the date the Dispute is
submitted to mediation, either Party may request the
Dallas office of the American Arbitration Association
to appoint a mediator who has the Qualifications. The
mediator so appointed shall be deemed to have the
Qualifications and to be accepted by the Parties.
6) The mediation shall be conducted in the Dallas-Fort
Worth metropolitan area at a place and a time agreed
by the Parties with the mediator, or if the Parties
cannot agree, as designated by the mediator. The
mediation shall be held within twenty (20) days after
the mediator is appointed.
c) If either Party has substantial need for information
from the other Party in order to prepare for the
mediation, the Parties shall attempt to agree on
procedures for the formal exchange of information; if
the Parties cannot agree, the mediator's
determination shall be effective.
d) Each Party shall be represented in the mediation by
at least its Representative or another natural Person
with authority to settle the Dispute on behalf of
that Party and, if desired by that Party, by counsel
for that Party. The Parties representatives in the
mediation shall continue with the mediation as long
as the mediator requests.
e) The mediation shall be subject to Chapter 154 of
Title 7 of the Texas Civil Practice and Remedies
Code.
7) Unless otherwise agreed by the Parties, each Party
shall pay one-half of the mediator's fees and
expenses and shall bear all of its own expenses in
connection with the mediation. Neither Party may
employ or use the mediator as a witness, consultant,
expert, or counsel regarding the Dispute or any
related matters.
20
3. Arbitration means the arbitration of an unresolved Dispute shall be
conducted in this manner:
a) Either Party may begin arbitration by filing a demand
for arbitration in accordance with the Arbitration
Rules. The Parties shall attempt to agree upon and
appoint a panel of three arbitrators promptly after
that demand is filed. Each of those arbitrators must
have the Qualifications, and at least one of those
arbitrators must be included in the Complex Dispute
List (unless no list of that kind is then
maintained).
6) If the Parties are unable to agree upon any or all of
the arbitrators within ten (10) days after the demand
for arbitration was filed (and do not agree to an
extension of that ten-day period), either Party may
request the Dallas office of the American Arbitration
Association to appoint the arbitrator or arbitrators,
who have the Qualifications (and at least one of whom
must be included in the Complex Dispute List, unless
no list of that kind is then maintained), necessary
to complete the panel in accordance with the
Arbitration Rules. Each arbitrator so appointed shall
be deemed to have the Qualifications and to be
accepted by the Parties as part of the panel.
b) The arbitration shall be conducted in the Dallas-Fort
Worth metropolitan area at a place and a time agreed
by the Parties with the panel, or if the Parties
cannot agree, as designated by the panel. The panel
may, however, call and conduct hearings and meetings
at such other places as the Parties may agree or as
the panel may, on the motion of one Party, determine
to be necessary to obtain significant testimony or
evidence.
7) The Parties shall attempt to agree upon the scope and
nature of any discovery for the arbitration. If the
Parties do not agree, the panel may authorize any and
all forms of discovery, including depositions,
interrogatories, and document production, upon a
showing of particularized need that the requested
discovery is likely to lead to material evidence
needed to resolve the Dispute and is not excessive in
scope, timing, or cost.
8) The arbitration shall be subject to the Federal
Arbitration Act and conducted in accordance with the
Arbitration Rules to the extent they do not conflict
with this SECTION B.3 of this Dispute
21
Resolution Appendix. The Parties and the panel may,
however, agree to vary the provisions of this SECTION
B.3 of this Dispute Resolution Appendix or the
matters otherwise governed by the Arbitration Rules.
c) The panel has no power to:
(i) rule upon or grant any extension, renewal,
or continuance of the Agreement;
(ii) award remedies or relief either expressly
prohibited by the Agreement or under
circumstances not permitted by the
Agreement; or
(iii) grant provisional or temporary injunctive
relief before rendering the final decision
or award.
d) Unless the Parties otherwise agree, all Disputes
regarding or related to the same topic or event that
are subject to arbitration at one time shall be
consolidated in a single arbitration proceeding.
9) A Party or other Person involved in an arbitration
under this SECTION B.3 may join in that arbitration
any Person other than a Party if
i) the Person to be joined agrees to resolve
the particular dispute or controversy in
accordance with this SECTION B.3 and the
other provisions of this Dispute Resolution
Appendix applicable to arbitration; and
ii) the panel determines, upon application of
the Person seeking joinder, that the joinder
of that other Person will promote the
efficiency, expedition, and consistency of
the result of the arbitration and will not
unfairly prejudice any other party to the
arbitration.
e) The arbitration hearing shall be held within
thirty (30) days after the appointment of the
panel. Upon request of either Party, the panel
shall arrange for a transcribed record of the
arbitration hearing, to be made available to both
Parties.
10) The panel's final decision or award shall be made
within thirty (30) days after the hearing. That
final decision or award shall be made by
unanimous or majority vote or consent of the
arbitrators constituting the panel, and shall be
deemed issued at the place of arbitration. The
panel shall issue a reasoned written final
decision or award based on the Agreement and
22
Texas law; the panel may not act according
to equity and conscience or as an amicable
compounder or apply the law merchant.
11) The panel's final decision or award may
include:
i) recovery of Damages to the extent
permitted by the Agreement; or
ii) injunctive relief in response to
any actual or threatened breach of
the Agreement or any other actual
or threatened action or omission of
a Party under or in connection with
the Agreement.
f) The panel's final decision or award shall be
final and binding upon the Parties, and
judgment upon that decision or award may be
entered in any court having jurisdiction
over either or both of the Parties or their
respective assets. The Parties specifically
waive any right they may have to apply or
appeal to any court for relief from the
preceding sentence or from any decision of
the panel made, or any question of law
arising, before the final decision or award.
If any decision by the panel is vacated for
any reason, the Parties shall submit that
Dispute to a new arbitration in accordance
with this SECTION B.3.
g) Each Party shall pay one-half of the
arbitrators' fees and expenses, and shall
bear all of its own expenses in connection
with the arbitration. The panel has the
authority, however, to award recovery of all
costs and fees (including reasonable
attorneys' fees, administrative fees and the
panel's fees and expenses) to the prevailing
Party in the arbitration.
4. "Recourse to Courts". Nothing in the Dispute
Resolution Procedure limits the right of either Party to apply to a court or
other tribunal having jurisdiction to:
12) enforce the Dispute Resolution Procedure,
including the agreement to arbitrate in this
Dispute Resolution Appendix;
13) seek provisional or temporary injunctive
relief, in response to an actual or
impending breach of the Agreement or
otherwise so as to avoid irreparable damage
or maintain the status quo, until a final
arbitration decision or award is rendered or
the Dispute is otherwise resolved; or
h) challenge or vacate any final arbitration
decision or award that does not comport with
SECTION B.3 of this Dispute Resolution
Appendix.
23
5. "Submission to Jurisdiction" means each
Party irrevocably submits to the
jurisdiction of the federal courts of the
United States and the state courts of Texas
located in Tarrant County, Texas. Each Party
waives any defense or challenge to that
jurisdiction based on lack of personal
jurisdiction, improper venue, or
inconvenience of forum.
6. "Confidentiality" means the proceedings of
all negotiations, mediations, and
arbitrations as part of the Dispute
Resolution Procedure shall be privately
conducted. The Parties shall keep
confidential all conduct, negotiations,
documents, decisions, and awards in
connection with those proceedings under the
Dispute Resolution Procedure.
24
SCHEDULE "A"
SERVICES
COVERAGE: U.S.-based employees of Sabre Inc. and Sabre International, Inc.,
including expatriates on overseas assignments but retained on U.S. payroll,
and Puerto Rico based employees in the case of Sabre International, Inc.
DESCRIPTION OF SERVICES
1. SHARP HR
a) Maintain human resources database for current and former Sabre
employees
b) Means to track employee events, such as job transfers and pay
increases during the term of employment
c) supports governmental industry and company reporting of
employee demographics and statistics
2. PAYROLL PRODUCTION SERVICE FOR SABRE EMPLOYEES. Calculation and
distribution of payroll checks and incentive compensation checks via
SHARP. Includes the following tasks:
a) Regular Checks - Processing of regular paychecks on a weekly,
bi-weekly, and semi-monthly basis for Domestic employees.
b) Off-Cycle Checks - Processing of off-cycle or supplemental
paychecks for adjustments.
c) Gross Pay Adjustments to be completed during the next regular
pay period.
d) Stop Payments for lost or stolen paychecks.
e) Bonuses and Special Payments - Processing of special payments
that require development changes.
25
f) Employee Receivables - The administration and collection of
balances from active employees for advances, uniforms, salary
overpayments and support.
g) Payroll Customer Service
h) Infrastructure maintenance and support
i) Oversight of the employment and salary verification process
performed by Xxxxx, Inc. - Completion of the wage and
employment information requested by lending institutions.
j) Deferred Compensation/Management Leave - Processing of
deferred compensation/management leave payments made the 15th
day of each month.
k) Payroll Transaction Requests (PTR) - Processing, including
audit of the PTR forms and data entry into the Master Data
module of the SHARP system.
l) Time Collection - Employee time collection through Auto TA and
timecards.
m) Time Data Evaluation - Processing an employee's payroll
profile, along with time collection data and calculating an
employee's gross pay.
n) Payroll Stuffers - Paycheck stuffers containing employee
information are placed in the envelope with the payment advice
or actual check to be received by the employee.
o) Special Projects performed by Payroll Customer Service and/or
Payroll Production that fall outside the normal scope of
activities performed for SABRE.
p) Special Projects performed by Payroll Infrastructure Team that
fall outside the normal scope of activities performed for
SABRE.
26
3. PAYROLL TAX ACCOUNTING SERVICE. Includes the following tasks to be
performed by the AA Payroll Tax Accounting Department:
a) Payroll Taxes - Charges for the collection, remittance and
accounting for payroll taxes and other moneys collected from
employee paychecks. The cost is driven by the number of
payroll checks that are processed in one calendar year.
b) Replying to all subpoenas and payroll related inquiries from
legal and law enforcement agencies.
c) Payroll Tax Reporting - Charges for reporting for Federal and
State withholding and unemployment taxes. The costs are driven
by the number of states worked.
d) Unemployment taxes - Xxxxx, Inc. is currently responsible for
processing all claims for unemployment compensation claims,
the monitoring of the charges to Sabre unemployment accounts
in each state, and the rates assigned by the States.
e) Payroll Tax Year End - Charges for the year end production of
annual wage and tax statements. The cost is driven by the
number of W-2s issued in one calendar year, and the number of
states worked.
f) W-2 Reissues - $10 Fee for current year W-2 copy issued 4/15
to 12/31. $20 fee for past year W-2. Additional $5.00 expedite
fee for fax of Fed Ex delivery. All fees are paid by Sabre
employees.
4. ACCOUNTING AND RECONCILIATION. Includes the following tasks to be
performed by the AA Payroll Department:
a) General accounting, reconciliation and research of payroll
account transactions including 401(k) and PAC contributions.
1) Reconciling the SG related intercompany account
(184206) within thirty days of the month end and
providing a copy of the reconciliation to SG.
27
2) AA Payroll reserves the right to charge SG for
reconciling an out of balance in the SG FICO where
such out of balance is not the result of error on the
part of AA Payroll
b) Processing, reconciliation, and the generation of checks for
payroll related disbursements.
c) Domestic bank reconciliation of the payroll cash account,
reporting, and clearing of prepaid items for payroll, and
payroll related disbursements.
d) Relocation - Exchange of employee information with Cendent,
recording and payment of tax liability based on information
provided by Cendant, memo and expense document handling and
interface apllication maintenance.
e) Employee Receivables - the administration and collection of
balances from active employees for advances, uniforms, salary
overpayments, and check distribution special handling.
f) Garnishments - The deduction from the paychecks and the
remittance to the various authorities for garnishments imposed
on SG employees.
g) Special projects that fall outside the normal scope of
activities performed for SG.
5. PAYROLL CUSTOMER SERVICES
a) Working with Sabre employees to resolve Payroll related issues
with the individual employees pay
Further details as to the above Services and how they will be performed are
contained in the Service Level Agreement.
PRICE AND PAYMENT:
PRINCIPAL SERVICES RATE
----------------- ----
SHARP HR
Payroll Production [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
Payroll Tax Accounting
28
Payroll Accounting and Reconciliation
Payroll Customer Service
MISCELLANEOUS SERVICE CHARGES:
RATES DURING 2000:
------------------
A) Payroll Tax Reporting Year [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
B) Unemployment Tax [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
C) Payroll Tax Year End [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
D) Relocation [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
E) Employee Receivables/Special Handling [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
F) Garnishments [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
G) Project Management/Special Projects [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
OTHER EXPENSES:
FUTURE CAPITAL EXPENDITURES: AA's costs associated with modifications or
upgrades to SHARP system that would occur irrespective of Sabre will be borne
solely by AA. However, any reasonable direct incremental costs caused solely
by the presence of Sabre's data in SHARP and/or ongoing performance of the
Services will be borne by Sabre and invoiced separately by AA. AA will use
reasonable efforts to notify Sabre in advance of when it is anticipated that
such incremental costs may need to be incurred and to estimate the amount of
the costs.
SYSTEM MODIFICATIONS: The costs of modifying SHARP as may be requested by
Sabre will be borne entirely by Sabre and invoiced separately by AA. Again,
any reasonable, direct and incremental ongoing costs caused solely by the
modification of SHARP requested by Sabre will be borne by Sabre and invoiced
separately by AA. AA will notify Sabre in advance of when it is anticipated
that such incremental costs may need to be incurred and to estimate the
amount of the costs.
TRANSITION SERVICES. AA will provide transitional assistance necessary for
Sabre to migrate to another payroll /HR provider and will charge Sabre
separately. AA will provide Sabre with HR/payroll data pertaining to current
and past Sabre employees. Any costs to provide this data will be passed
through to Sabre, as transition expenses, consistent with SECTION 3.4 of the
Agreement.
29
SERVICE LEVEL AGREEMENT DATED JANUARY 1, 2000
AMR PAYROLL SERVICE BUREAU
PROPOSED SERVICE LEVEL AGREEMENT - SABRE
EFFECTIVE JANUARY 1, 2000
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
1
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
2
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
3
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
4
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
5
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
6
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
7
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
8
AMR PAYROLL SERVICE BUREAU
APPENDIX A
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
AMR PAYROLL SERVICE BUREAU
Appendix B
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
AMR PAYROLL SERVICE BUREAU
APPENDIX C
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
AMR Payroll Service Bureau
APPENDIX D
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
AMR PAYROLL SERVICE BUREAU
APPENDIX E
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
