EXHIBIT 10.1
THIS AGREEMENT is made the 23rd day of December 1997
BETWEEN:
1. COUNTDOWN PLC of Xxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx Xxxx,
Xxxxxx XX0 0XX (Registered Company Number 986149) ("Countdown"); and
2. AIRTOURS HOLIDAYS LIMITED of Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx,
Xxxxxxxxxx XX0 0XX (Registered Company Number 695530) ("Airtours").
WHEREAS:
A. Airtours is a tour operator primarily operating from within the United
Kingdom providing holiday and travel destinations throughout the world
B. Countdown operates a discount scheme through retailers and merchants
internationally in Europe, North America, Asia and Australia.
C. Airtours seeks to establish and maintain a customer loyalty benefits
program.
D. Countdown agrees to assist and provide contents for inclusion in benefit
packs upon the terms set out in this Agreement.
NOW IT IS HEREBY AGREED
1. DEFINITION
1.1 In this Agreement, unless the context otherwise requires the
following which will have the following meanings;
"Airtours Brand" Airtours logo/trademark a sample of
which appears in Schedule 4 Part 1
together with the Airtours name
"Benefits Packs" destination benefit packs and welcome
home benefits packs distributed to
Airtours customers by or at the
direction of Airtours as part of the
Loyalty Program comprising the Contents
together with such other material as
Airtours shall determine (not being the
subject of this Agreement);
"Commencement Date" the date of this Agreement;
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"Contents" comprises the following:
(i) one Discount Card;
(ii) a card carried being 1/3 A4 on
150gm cartridge with die-cuts and
bearing the Design comprising 4
colors on one side, nothing on the
reverse and being numbered to
match the Discount Card;
(iii) in the case of those resort
destinations as are listed in
Schedule 2 Part 1, a Resort
Destination Guide;
(iv) one UK Guide;
(v) where requested by Airtours a UK
Regional Guide;
(vi) C5 size envelope overprinted in 4
colors;
"Customer Service Line" a dedicated telephone service line
operating between the hours of 8:30 a.m.
to 7:00 p.. Monday to Friday and 9:00
a.m. to 4:00 p.m. on Saturdays excluding
Bank or other statutory holidays to be
staffed by Countdown's employees, agents
or contractors for the purposes of
answering inquiries from Airtours
customers relating to the provision of
the Services and the operation of the
Discount Scheme;
"Countdown Brand" the Countdown and combined IDC
logo/trademark a sample of which appears
in Schedule 4 Part 2 together with the
Countdown and IDC name
"Design" Such design or designs as agreed between
Airtours and Countdown to be applied to
such of the Discount Card, Resort
Destination Guide, the Guide and C5
envelope and applied by way of an
adhesive label to the UK Regional Guide
pursuant to the term of this Agreement.
"Design Milestone" the timetable agreed between the parties
for the preparation and signing off by
Airtours of the Design as set out in
Schedule 5;
"Discount Card" a plastic card (approximately 85mm by
53mm) in size bearing the Design
comprising four colors on the face and
one color on the reverse side together
with a space of signature, date and
being sequentially numbered, for use in
accordance with the terms of the
Discount Program as may be varied form
time to time, and being valid for that
purpose for a period of 12 months
commencing with the date it is first
used.
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"Discount Program" a discount program operated by Countdown
enabling holders of the Discount Card to
receive a reduction in the cost of goods
or services (whether by way of voucher,
offers or any other discount) at point
of sale from retailers and other
merchants being members of the program
subject to presentation of the Discount
Card and compliance with the other terms
and conditions of the program from time
to time.
"Loyalty Program" the customer loyalty benefits program
designed by Airtours comprising the
distributions of Benefit Packs and the
creation of a customer data base.
"Resort Destination Guide" a guide to retailers and merchants being
members of the Discount Program located
within a particular area or resort as
set out in the resort destinations
listed in Schedule 2 Part 1 as may be
amended by agreement. Where pursuant to
this Agreement Countdown supplies in
excess of 3,000 copies of a Resort
Destination Guide relating to a specific
resort each individual copy of such
Resort Destination Guide shall have the
Design applied comprising two colors.
"Retail Price Index" the General Index of Retail Prices
published in the United Kingdom by the
Central Statistical Office, or such
other index as shall replace it;
"Services" provision by Countdown to Airtours in
accordance with the terms hereof of the
Contents and the Customer Service Line;
"UK Guide" a 24 page guide in the Design comprising
four colors to retailers and other
merchants being members of the Discount
Program located within the United
Kingdom;
"UK Regional Guide" a guide to retailers and other merchants
being members of the Discount Program
located within specified regions of
United Kingdom as set out in Schedule 2
Part 2 and as may be amended by
Countdown from time to time. Each copy
of the UK Regional Guide will have the
Design applied by way of an adhesive
label.
"Working Days" Monday to Friday inclusive save for any
bank or other statutory holiday.
1.2 Any reference to the singular includes the plural, to one sex includes
both sexes and the neuter and visa versa;
1.3 the headings in this Agreement are for convenience only and shall not
effect its interpretation.
2. OBJECTIVES
2.1 In consideration of the Price and the Services and the terms and
conditions of this Agreement Countdown agrees to provide to Airtours
the Services, and Airtours agrees to pay the Price.
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3. TERM OF THIS AGREEMENT
3.1 This Agreement shall commence on the Commencement Date and shall
continue for an initial period of three years and thereafter from
year to year subject to the provisions for termination contained
herein.
4. PRICE AND MINIMUM GUARANTEED VOLUME
4.1 The Price for the Services shall be the sum of _____ per Contents or
such increased or reduced sum as herein provided for (the "Price").
4.2 Countdown shall have the right with effect from each anniversary of
the Commencement Date to increase the Price by
(i) not more than the percentage movement of the Retain Price
Index; and
(ii) such further sum being not greater than one third of the
percentage movement (in excess of 5%) of the cost of paper,
print and plastic above the Retail Price Index;
during the twelve month period ending six months before the date of each
anniversary of this Agreement. Countdown shall notify Airtours in writing
of the new Price payable within 30 days of its calculation.
4.3 Airtours agrees to purchase from Countdown in each year of this
Agreement a minimum of:
(i) _______ copies of the Resort Destination Guide in such number
of copies as appear opposite each resort destination set out
in Schedule 2 Part 1 as may be varied by agreement prior to
delivery; and
(ii) _______ Contents not including the Resort Destination Guide
or such greater number as Airtours and Countdown shall in writing agree
from time to time ("the Minimum Guaranteed Volume").
4.4 The annual price payable by Airtours to Countdown in return for the
Services shall be calculated on the basis of the Minimum Guaranteed
Volume multiplied by the Price together with VAT or such other tax
as may be payable in respect thereof (the "Annual Price").
4.5 The parties may agree a reduction in the Price subject to the volume
of Contents being ordered by Airtours from Countdown exceeding
100,000 above the Minimum Guaranteed Volume.
4.6 The Price and any other sum payable pursuant to this Agreement is
stated exclusive of insurance handling storage and delivery and any
applicable value added or any other sales tax, for all of which
Airtours is additionally liable.
5. EXCLUSIVITY
5.1 For so long as this Agreement shall continue Countdown agrees to
notify Airtours of Countdowns intention to provide anywhere within
the United Kingdom any services to competitors of Airtours listed in
Schedule 3 Part 1 provided that nothing herein shall prevent
Countdown from selling:
5.1.1 the Services or any services which are the same as the Loyalty
Program otherwise than to competitors of Airtours selling
holidays to the United Kingdom; or
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5.1.2 services which are not the same as the Loyalty Program to any
individual company or other customer of Countdown (existing or
otherwise) regardless of whether they are competitors of
Airtours.
5.2 Countdown agrees not to provide within the United Kingdom services
which are the same as the Loyalty Program to any competitor of
Airtours listed in Schedule 3 Part 1.
6. OBLIGATIONS OF AIRTOURS
6.1 In accordance with the Design Milestones set out in Schedule 4
Airtours shall agree and provide on an agreed disk format to
Countdown the Designs;
6.2 Where Countdown has before the Commencement Date submitted to
Airtours for content approval any draft Resort Destination Guide, UK
or UK Regional Guide Airtours agrees to give such approval on or
before Monday, 5 January 1998;
6.3 Airtours will pay to Countdown:
6.3.1 a sum equivalent to ___ of the Annual Price (calculated in
accordance with paragraph 4 above) upon the Commencement Date
and upon each anniversary of the Commencement Date for so long
as this Agreement shall continue;
6.3.2 a further sum equivalent to ___ of such Annual Price upon
delivery upon delivery of the Contents (or the first
installment thereof) or if earlier upon receipt of
notification of readiness to deliver;
6.3.3 the balance of the Annual Price by way of three equal monthly
payments commencing one calendar month after delivery of the
Contents (or the first installment thereof) or if earlier
receipt of notification of readiness to delivery;
6.3.4 by way of reimbursement to Countdown such costs as may be
incurred by Countdown in handling, storage, insurance or
delivery of the Content or any part within 30 days of
notification by Countdown that such costs have been incurred.
6.4 Countdown reserves the right to charge interest at a rate of ___
above the base lending rate of Barclays Bank Plc from time to time
on any sum due but unpaid (both after as well as before any
judgment) from the date due until the date of actual payment.
6.5 Airtours shall make such arrangement as it considers appropriate for
the insertion of the Contents into Benefit Packs.
6.6 Airtours shall issue the Discount Card to such of its customers as
it shall in its discretion determine upon the terms and conditions
of the Discount Program as set out in Schedule 1, as may be varied
by Countdown from time to time, without derogating from adding to or
in any way altering such terms and conditions or their effect and in
so doing (but not for any other purpose) Airtours shall act as agent
for Countdown.
7. OBLIGATIONS OF COUNTDOWN
7.1 Countdown shall:
7.1.1 apply the Design to each copy of the UK Guide, the Discount
Card and the card carrier and envelope.
7.1.2 apply by way of an adhesive label the Design to the UK
Regional Guide.
7.1.3 where Countdown supplies in excess of _____ copies of a Resort
Destination Guide relating to a specific resort apply the
Design to each individual copy of such Resort
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Destination Guide. No Design shall be applied where less than
3,000 copies of such Resort Destination Guides are supplied.
7.2 Provided that Airtours shall have complied with the Design
Milestones Countdown will use all reasonable endeavors to make
available for delivery to Airtours
7.2.1 the Minimum Guaranteed Volume of the Contents (save for the UK
Regional Guide and the Resort Destination Guides) together
with such number of Resort Destination Guide as set out in
Schedule 2 Part 1 on or before the 20 February in each year.
7.2.2 such number of the UK Regional Guides as Airtours may in
writing request (being not more than the Minimum Guaranteed
Volume) within 15 Working Days of receipt of such request.
7.3 Delivery shall be made to such address as Airtours shall in writing
notify to Countdown from time to time (but at Airtours cost). In
default of any delivery address delivery is deemed to take place at
Countdown's premises.
7.4 Countdown and Airtours agree that nothing in this Agreement shall
require Countdown to deliver or to make the Contents available for
delivery to Airtours otherwise than in batches of the Discount Card,
the Resort Destination Guide, the UK Guide, the UK Regional Guide,
the card carrier or the envelopes as appropriate without any
requirement whatsoever on the part of Countdown to collate or
otherwise change such batches in any way which might assist in the
preparation of the Discount Packs by or at the direction of
Airtours.
7.5 Countdown shall use all reasonable endeavors to make available to
Airtours within 30 Working Days of receipt of order such additional
copies of the Contents (over and above the Minimum Guaranteed
Volume) as Airtours shall request subject to a minimum order of
______ Contents. The Price for such additional copies of the
Contents shall be paid in full within 30 days of delivery or if
earlier notification of readiness to deliver.
7.6 Where delivery is refused by Airtours or at the request of Airtours
is suspended, delayed r made by installments and Countdown gives to
Airtours notification of readiness to deliver the contract shall be
treated as fulfilled for the purpose of payment; and
7.6.1 if the Contents are in Countdown's possession it may place the
Contents into storage at such premises and in such conditions
that shall be appropriate having regard to the time of year,
the cost of storage and the manner of packaging;
7.6.2 from the date of sending the notification to Airtours
(i) the risk of accidental loss of or damage to the Contents
is on Airtours; and
(ii) the duty to pay the Price arises in accordance with
Clause 6.3 above.
7.7 Where Countdown places the Contents into store under clause 7.6
above;
7.7.1 if Airtours requests Countdown shall; and
7.7.2 in any event Countdown may arrange insurance covering any and
all of the major perils endorsing Countdown's own interest.
7.8 Airtours shall pay for the cost of storage and insurance under
Clause 7.6 and 7.7 above at such rate as shall be notified by
Countdown from time to time. Payment for storage or insurance will
be made in full within 30 days of such notification.
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8. CUSTOMER SERVICE LINE
8.1 Countdown agrees to provide the Customer Service Line and deal with
inquiries promptly and efficiently;
8.2 Countdown shall not be required to respond or reply to any
inquiries, complaints or other comments received in the course of
its providing the Customer Service Line relating otherwise than to
the Contents and the Discount Program. In particular Countdown shall
not be required to respond to any inquiries, questions or otherwise
relating to any services provided by Airtours.
8.3 Airtours agrees to train such of Countdown's employees, agents or
contractors as may be necessary and from time to time for the
purposes of the Customer Service Line.
9. MONEY BACK GUARANTEE
9.1 Countdown agrees for the duration of this Agreement to operate the
money back guarantee in accordance with the terms of the Discount
Program a copy of which appears in Schedule 1 and which terms are
hereby incorporated into this Agreement as though Airtours were
Countdown's customer. Nothing in this Clause shall entitle Airtours
to pay any money to any of its customers on behalf of Countdown.
10. RESERVATION OF TITLE
10.1 Risk in the Contents pass to Airtours upon delivery in accordance
with Clause 7;
10.2 Even through risk in the Contents has passed property in the
Contents shall not pass until Countdown is paid for the Contents and
no other amounts are outstanding from Airtours in respect of other
Contents or services or the Services supplied by Countdown.
10.3 If the Contents (or any of them) are destroyed by an insured risk
prior to the same being paid for by Airtours then Airtours shall
receive the proceeds of the insurance as trustee for Countdown;
10.4 In the event of the sale of the Contents (or any of them) by
Airtours, Airtours shall hold the proceeds of such sale on trust for
Countdown in a separate bank account opened by Airtours for this
purpose. Countdown may trace all such proceeds of sale received by
Airtours to any Bank or other account maintained by Airtours.
11. COPYRIGHT AND LICENSE
11.1 Copyright in Airtours Brand and the Design shall at all times remain
vested in Airtours;
11.2 Copyright in Countdown's Brand shall at all times remain vested in
Countdown.
11.3 Subject to Clause 11.4 for the duration of this Agreement:
11.3.1 Airtours hereby grants to Countdown a non-exclusive license
(free from the payment of fees or royalties) to use and
reproduce Airtours Brand and the Design in connection with
the manufacture distribution or marketing of the Benefit
Packs and the Discount Program; and
11.3.2 Countdown hereby grants to Airtours a non-exclusive license
(free from the payment of fees or royalties) to use and
reproduce the Countdown Brand in connection with the
distribution or marketing of the Benefits Packs and the
Loyalty Program;
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11.3.3 Provided that:
11.3.3.1 in the case of Airtours the Countdown Brand will not
be affixed to any goods without the prior approval
of Countdown; and
11.3.3.2 in the case of Countdown neither the Airtours
Brand nor the Design will be affixed to any goods
other than the Contents without the prior approval
of Airtours.
11.4 The text and content of any press release or other communication or
advertisement to be published or to appear in any media or otherwise
distributed or made available to any third party which concerns the
Loyalty Program and
11.4.1 in the case of any such release by Airtours includes the
Countdown Brand; or
11.4.2 in the case of any such release by Countdown includes the
Airtours Brand or the Design:
shall require the prior approval of each of the parties, such
approval not to be unreasonably withheld or delayed.
11.5 Where required by the other, Airtours or Countdown will join with
that other in applying for registration as a registered user of any
intellectual property in the Airtours Brand, the Design or Countdown
Brand or any part as appropriate.
12. CONFIDENTIALITY
12.1 Save as provided in Clause 12.2 Countdown and Airtours agree on
behalf of themselves and their respective employees to keep
confidential all information received from and belonging to the
other concerning the corporate plans, management systems, finances,
maturing new business opportunities and agreements and information
regarding individual existing and potential customers of and
suppliers to one of the parties and their respective business
operations and requirements. Following receipt of such information
the receiving party and its respective employees shall:
12.1.1 hold such information in confidence and not disclose the same
to any third party without the others prior written consent;
or
12.1.2 use such confidential information for any purpose other than
in pursuance of this Agreement; and
12.1.3 return to the disclosing party upon written demand all such
information received including any copies thereof (in
whatever format they may appear);
save that the obligations of confidence, non-disclosure and limited use
shall not apply to any information which the receiving party can
demonstrate was at the time of its disclosure in the public domain or
thereafter becomes available to the public through no fault of the
receiving party, or as may be required by law;
13. TERMINATION
13.1 Either party may bring this Agreement to and end by giving at least
six months notice in writing of such termination to the other
effective upon an anniversary of the Commencement Date provided that
no such notice of termination may be given by either party to take
effect before the third anniversary of the Commencement Date;
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13.2 Either party may be notice in writing to the other terminate this
Agreement forthwith upon the occurrence of any of the following:
13.2.1 if the other party commits a material breach of any of the
terms of this Agreement which if capable of remedy is not
remedied within 30 days of being required to do so by written
notice identifying the breach and steps which must be take to
remedy it;
13.2.2 an encumbrance takes possession or a receiver is appointed
over any of the property or assets of that other party;
13.2.3 that other party makes any voluntary arrangement with its
creditors or becomes subject to an administration order;
13.2.4 that other party goes into liquidation (except for the
purposes of an amalgamation, reconstruction or other
reorganization and in such manner that the company resulting
from the reorganization effectively agrees to be bound by or
to assume the obligations imposed on the other party under
this Agreement); or
13.2.5 that other party ceases, or threatens to cease, to carry on
business.
13.3 Termination of this Agreement pursuant to this Clause shall be
without prejudice to any other rights or remedies a party may be
entitled to hereunder or at law and shall not affect any accrued
rights or liabilities of either party.
14. WARRANTIES AND LIABILITIES
14.1 Subject to the conditions set out below Countdown warrants with
Airtours that the Contents will correspond with their description at
the time of delivery.
14.2 The above warranty is given by Countdown subject to the following
conditions:
14.2.1 Countdown shall be under no liability under the above
warranty in respect of any defect, error or omission in the
Contents (or any part) arising from any drawing, design or
specification supplied by or on behalf of Airtours or by
reason of any delay in supplying the same or in respect of
any breach of copyright or other intellectual property rights
in the same belonging to any third party.
14.2.2 Countdown shall be under no liability under the above
warranty in respect of the Discount Program or the Contents
(or any part) arising from willful damage or negligence.
14.2.3 Countdown shall be under no liability under the above
warranty (or any other warranty, condition or guarantee) if
the total price for the Contents has not been paid by the due
date for payment or if Airtours is otherwise in breach of any
part of this Agreement;
14.3 Subject as expressly provided in this Agreement all warranties,
conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
14.4 Any claim by Airtours which is based on any defect error or omission
in the quality or condition of the Contents or their failure to
correspond with their description shall (whether or not delivery is
refused by Airtours) be notified to Countdown within 28 days from
the date of delivery or (where the defect or failure was not
apparent on reasonable inspection) within a reasonable time after
discovery of the defect or failure. If delivery is not refused and
Airtours does not notify Countdown accordingly, Airtours shall not
be entitled to reject the Contents
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and Airtours shall be bound to pay the Price as if the Contents had
been delivered in accordance with this Agreement.
14.5 Where any valid claim in respect of any of the Contents which is
based on any defect in the quality or condition of the Contents or
their failure to meet with their description is notified to the
Countdown in accordance with this Agreement, Countdown shall be
entitled to replace the Contents (or the part in question) free of
charge or, at Countdown's sole discretion, refund to Airtours the
Price of the Contents (or a proportionate part of the price), but
Countdown shall have no further liability to Airtours.
14.6 Except in respect of death or personal injury caused by Countdown's
negligence, Countdown shall not be liable to Airtours by reason of
any representation (unless fraudulent), or any implied warranty,
condition or other term, or any duty at common law, or under the
express terms of this Agreement, for any indirect, special or
consequential loss or damage (whether for loss of profit or
otherwise and whether caused by the negligence of Countdown, its
employees or agents or otherwise) which arise out of or in
connection with the supply of the Service or the Contents or their
use of resale by Airtours.
14.7 Airtours warrants that it owns all copyright and any other
intellectual property rights in the Design and hereby agrees to and
indemnifies Countdown from and against all claims demands and
actions howsoever arising in relation to the Design.
14.8 Countdown warrants that the provision of the Services will not be
affected by any changes to its IT systems caused by the advent of
the Year 2000, save that such warrant does not apply or extent to
the IT systems of any of Countdown's suppliers, contractors, agents
or other third parties.
14.9 14.9.1 If Airtours has any claim made against it against which it is
indemnified by Countdown it will within 28 days notify
Countdown in writing giving such details as are available,
and Countdown agrees that Airtours may take such steps as may
be necessary to defend or settle such claim provided that
Airtours shall consult with Countdown on the terms of such
defense and may not settle any claim without the prior
consent of Countdown (such consent not to be unreasonably
withheld or delayed).
14.9.2 Countdown shall afford such reasonable assistance to Airtours
as may be necessary in responding to or defending any such
claim.
14.9.3 If any claim for which Countdown is liable to indemnify
Airtours becomes the subject of litigation or arbitration
Countdown may if it so decides take over the conduct of such
litigation or arbitration in the name or Airtours and
Airtours will provide Countdown with all reasonable
assistance necessary in dealing with such claims.
14.9.4 Any consultation or assistant on the part of Countdown
pursuant to this clause shall be given entirely without
prejudice and without admission of any liability on any
account whatsoever on the part of Countdown in respect of any
claim or in relation to the existence or terms of any
indemnity or otherwise.
15. FORCE MAJEURE
15.1 Neither party shall be liable to the other if performance of any of
its obligations hereunder is prevented, hindered, or delayed by the
occurrence of circumstances beyond its control including but not
limited to acts of God, strikes or any other industrial action
whether actual or threatened, war, civil commotions, acts of
government or restrictions imposed by government which effect the
operation of the arrangements reached between the parties under this
Agreement. Following the occurrence of any such event the party
effected thereby shall forthwith notify the
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other party of such occurrence and such party shall use reasonable
endeavors to overcome or minimize the adverse effect thereof and
shall inform the other party of what steps that it is taking so to
do.
16. ARBITRATION
16.1 Any dispute arising out of or in connection with this Agreement
shall be referred to the arbitration of a single arbitrator
appointed by agreement between the parties or in default of an
agreement nominated on the application of either party by the
President for the time being of the Law Society of England and
Wales. Such arbitrator shall act as expert and his costs shall be
apportioned as the arbitrator in his discretion shall determine.
17. NOTICES
17.1 Any notice to be given under this Agreement shall be in writing and
sent to the recipient at the address set out herein (or such other
address as may be provided for that purpose) either by hand or by
first class pre-paid post or facsimile and shall be deemed delivered
48 ours after posting if sent by post, on delivery if delivered by
hand and on completion of transmission if sent by facsimile.
18. GOVERNING LAW
18.1 This Agreement shall be governed by the laws of England and Wales
and shall be subject to the exclusive jurisdiction of the Courts of
England and Wales.
19. GENERAL
19.1 Nothing in this Agreement shall create, or be deemed to create a
partnership or save as expressly provided the relationship of
principal and agent between the parties.
19.2 This Agreement constitutes the entire agreement and understanding of
the parties and supersedes all prior written as oral representations
agreements or understanding between them relating to the subject
matter of this Agreement.
19.3 If any term, conditions or provision of this Agreement shall be held
by any Court or other authority of competent jurisdiction to be
illegal void or unenforceable under any applicable law to any extent
such term. condition or provision shall be deemed to be severed from
the remaining terms and conditions of this Agreement which shall
continue in force and be valid and enforceable to the fullest extent
permitted by law.
19.4 A failure by either party hereto to exercise or enforce any rights
conferred upon it by this Agreement shall not be deemed to be a
waiver of such rights or operate so as to bar the exercise or
enforcement thereof at any subsequent time or times.
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20. RESTRICTIONS
20.1 Any restriction contained in this Agreement by virtue of which this
Agreement is subject to registration under the Restrictive Trade
Practices Act 1976 shall come into effect on the day following the
day in which particulars of this Agreement have been furnished to
the Office of Fair Trading (or on such late date as may be
permitted). Airtours shall furnish the required particulars within 3
months of the date of this Agreement.
SIGNED for and on behalf of
COUNTDOWN PLC
By: /s/ Xxxxx Xxxxxxxxxxxx
------------------------------
SIGNED for and on behalf of
AIRTOURS HOLIDAYS LIMITED
By: /S/ X.X. Xxxxxxx
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