Marketing Cooperation & Sales Representation Agreement

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN
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THE SYMBOL "[*]" HAS BEEN INSERTED
IN PLACE OF THE PORTIONS SO OMITTED.


MARKETING COOPERATION
AND SALES REPRESENTATION AGREEMENT


between


US AIRWAYS, INC.


and


GALILEO INTERNATIONAL, L.L.C.


Dated as of July 30, 1997 2
MARKETING COOPERATION
AND SALES REPRESENTATION AGREEMENT


Table of Headings


Section Page - ------- ----


1 Definitions......................................................... 1


2 Sales Agency and Territories........................................ 2
2.1 Sales to NTP Subscribers................................... 2
2.1.1 Sales Agency Appointment.......................... 2
2.1.2 Designated Subscribers............................ 2
2.1.3 Multinational Accounts............................ 2
2.2 Sales to CTMS Customers.................................... 2
2.3 Other Sales Agents......................................... 3
2.4 Territorial Reassignment................................... 3
2.5 Trade Names................................................ 3


3 The Administration of this Agreement................................ 4
3.1 GILLC...................................................... 4
3.2 US Airways................................................. 5
3.3 Meetings and Coordination.................................. 6


4 Responsibilities of US Airways...................................... 6
4.1 NTP Sales Services......................................... 6
4.2 CTMS Sales Services........................................ 7
4.3 Support Services........................................... 8
4.4 Responsibilities With Respect to Excluded
Subscribers................................................ 8
4.5 Sales Planning............................................. 8
4.6 Staffing................................................... 9
4.6.1 Staffing Commitment............................... 9
4.6.2 Review of Staffing Levels......................... 9
4.6.3 Employee Proficiency and Training................. 9
4.6.3.1 Introductory Training.................... 9
4.6.3.2 Employee Proficiency..................... 9
4.6.3.3 Training and Test Materials.............. 10


5 GILLC Responsibilities.............................................. 10
5.1 Marketplace Competitiveness................................ 10
5.2 GILLC Support of Sales Services and Support
Services................................................... 10
5.3 Services of GILLC.......................................... 11
5.4 New Services............................................... 11
5.5 CTMS Products.............................................. 11
5.5.1 Base Products..................................... 11


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5.5.2 Demonstrations.................................... 11
5.6 Technical Support.......................................... 12
5.7 Technical Assistance Offices............................... 12
5.8 Help Desk.................................................. 12


6 Reporting........................................................... 12


7 Other Marketing Rights.............................................. 12
7.1 GILLC...................................................... 12
7.2 US Airways................................................. 12


8 Terms of Payment.................................................... 13


9 Currency............................................................ 13


10 Term................................................................ 14


11 Confidentiality..................................................... 14
11.1 Confidential Information................................... 14
11.2 Service.................................................... 14


12 Service Marks, Patents, Third Party Data............................ 14
12.1 Use of Service Marks.......................................... 15
12.1.1 GILLC Marks....................................... 15
12.1.2 US Airways Marks.................................. 15
12.2 Patent Indemnity........................................... 15
12.2.1 Actions........................................... 15
12.2.2 Limitation........................................ 15
12.3 Third Party Data........................................... 16


13 Taxes............................................................... 16
13.1 GILLC Responsibilities..................................... 16
13.2 Claims..................................................... 16


14 Limitation of Liability............................................. 16


15 Consequential Damages............................................... 16


16 Termination for Breach.............................................. 17


17 Force Majeure, Delay................................................ 17


18 Indemnification..................................................... 17


19 Guarantee of Performance............................................ 17


ii 4 20 Third Party Rights.................................................. 18


21 Assignment.......................................................... 18


22 Relationship of the Parties......................................... 18


23 Severability........................................................ 18


24 Survival............................................................ 18


25 Governing........................................................... 19


26 Notices............................................................. 19


27 Headings............................................................ 19


28 Entirety of Agreement............................................... 19


29 Counterparts........................................................ 20


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Table of Attachments


Appendix I.........................................................Certain Terms Appendix II.............................................Budgets and Compensation


Attachment A.......................................................Defined Terms Attachment B........................................Dispute Resolution Procedure


Exhibit A...................................Area of Primary Sales Responsibility Exhibit B...........................................List of Excluded Subscribers Exhibit C.................................................Designated Subscribers Exhibit D...........................................Sales Representative Reports Exhibit E....................................................Certain Territories


Schedule 1..................................Certain Information Relating to 1997


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MARKETING COOPERATION AND SALES REPRESENTATION AGREEMENT
US AIRWAYS, INC. AND GALILEO INTERNATIONAL, L.L.C.


This Marketing Cooperation and Sales Representation Agreement (this "Agreement") effective as of the 30th day of July, 1997 (the "Effective Date"), by and between GALILEO INTERNATIONAL, L.L.C., a Delaware corporation ("GILLC") with offices at Suite 400, 9700 West Higgins Road, Rosemont, Illinois, 60018, and US AIRWAYS, INC., a Delaware corporation ("US Airways") with offices at 2345 Crystal Drive, Arlington, Virginia 22227.


RECITALS


WHEREAS US Airways and Apollo Travel Services Partnership, a Delaware general partnership ("Apollo Partnership"), are parties to a Sales Representative Agreement, dated as of January 1, 1994 (the "Original Agreement"); and


WHEREAS GILLC generates computerized reservations services through GILLC's computer reservation system and distributes such services worldwide for use by travel-related business entities, by CTMS Customers, and by individual consumers; and


WHEREAS GILLC desires to appoint Sales Representatives that will be responsible for the sale of GILLC's reservations services to such persons and for the provision of ongoing support services to certain of such persons; and


WHEREAS The parties hereto agree that, because of the competitiveness of the products and services of GILLC vis-a-vis like products and services of all other companies within the CRS Industry, US Airways is desirous of entering into this Agreement; and


WHEREAS The parties hereto agree that, because of US Airways' knowledge of and contact with a substantial portion of the community of travel agents within the Territory, GILLC is desirous of entering into this Agreement; and


WHEREAS US Airways and Apollo Partnership intend to terminate the Original Agreement and US Airways desires to be a Sales Representative for GILLC under the terms and conditions of this Agreement;


NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, GILLC and US Airways hereby agree as follows:


1 Definitions. 7
2


Capitalized terms used as defined terms in this Agreement have, unless otherwise defined elsewhere in this Agreement, the meanings provided for each in Attachment A hereto.


2 Sales Agency and Territories.


2.1 Sales to NTP Subscribers.


2.1.1 Sales Agency Appointment.


With respect to the Assigned Subscribers, GILLC
hereby appoints US Airways as the exclusive limited agent of
GILLC to obtain commitments from the Assigned Subscribers to
subscribe for and lease Galileo Services. US Airways will act
as the sales agent of GILLC only for the limited purposes of
negotiating and obtaining written commitments from NTP
Subscribers on terms and in a form prepared and approved in
advance by GILLC.


2.1.2 Designated Subscribers.


Exhibit C hereto lists the NTP Subscribers with
locations in the sales territories of more than one sales
representative for whom US Airways is the designated provider
of Sales Services and Support Services. US Airways is the
exclusive provider of Sales Services and Support Services for
all locations of such NTP Subscribers in the Territory. GILLC
may add or delete NTP Subscribers from such Exhibit C only
with US Airways' consent. All NTP Subscribers listed on
Exhibit C are "Excluded Subscribers" for all other sales
representatives of GILLC, including for GILLC itself.


2.1.3 Multinational Accounts.


An NTP Subscriber whose Headquarters is in the
Territory and that has outlets (whether owned, licensed, or
otherwise) for its business in both the Territory and outside
the Territory is, for the purposes of this Agreement, a
"Multinational Account". Subsequent to the Effective Date,
during the term of this Agreement, if any Assigned Subscriber
becomes a Multinational Account, whether by growth, merger,
business combination or otherwise, then GILLC and US Airways
will meet to determine the most appropriate process for
account management for such account.


2.2 Sales to CTMS Customers.


With respect to CTMS Customers and CTMS Agents, GILLC hereby
appoints US Airways as its non-exclusive limited agent to obtain
commitments from CTMS Customers and CTMS Agents to purchase, license,
or lease CTMS Services. Pursuant to Section 4.2 below, and except in
those territories where GILLC has granted exclusive distribution rights
to third parties with respect to Galileo Services 8
3


and CTMS Services, as listed in Exhibit E hereto, US Airways may act as
the sales agent of GILLC worldwide for the limited purposes of
negotiating and obtaining written commitments from CTMS Customers and
CTMS Agents on terms and in a form prepared and approved in advance by
GILLC.


2.3 Other Sales Agents.


Subject to this Section 2 and to Section 3 below, GILLC may at
its discretion appoint other persons as sales agents of GILLC and GILLC
may act on its own behalf as sales agent. GILLC will treat each of its
sales agents in a fair and nondiscriminatory manner and as appropriate
in a manner proportionate to US Airways' responsibilities hereunder
with respect to the terms and conditions of its appointment as a sales
representative, including, but not limited to, the provision of Sales
Services, Support Services, training, the criteria for approvals of
Form Agreements, the compensation arrangements provided by GILLC, and
in all associated support functions that are GILLC's responsibility
hereunder.


2.4 Territorial Reassignment.


A "Territorial Reassignment" shall occur in the event of (i) a
reassignment by GILLC among its sales representatives of territories
outside of the APR but within the Territory, or (ii) the termination of
any arrangement regarding sales agency between GILLC and another sales
representative of GILLC who is performing as a sales agent within the
Territory but not within the APR (an "Other Agent"). In the event of a
Territorial Reassignment, GILLC will offer to US Airways the right of
first refusal to assume sales agent responsibility within such
reassigned territory or within the territory of such terminated Other
Agent. Before such territories are assigned to US Airways, GILLC and US
Airways will negotiate in good faith to adjust the performance
objectives and the compensation therefor as provided in Appendix II. If
US Airways and GILLC are unable within ninety days (90 days) from the
commencement of such negotiations to agree on the terms of adjustment
for the performance objectives and the compensation then GILLC shall be
free to make the Territorial Reassignment to any other agent or GILLC
may perform such sales function for itself.


2.5 Trade Names.


During the term of this Agreement and except as otherwise
provided in this Agreement, with respect to the APR, GILLC will market,
and US Airways will sell, the Reservations Services and CTMS Services
of GILLC under the "Apollo" trade name. Notwithstanding the foregoing,
if, as a result of US Airways' efforts under this Agreement, a customer
of GILLC commits to purchase GILLC products or services outside of the
Territory then GILLC will determine the trade name for such products or
services outside of the Territory. For the purposes of this Agreement
it is 9
4


assumed, without obligation on GILLC's part, that such trade name
outside of the Territory is "Galileo".


3 The Administration of this Agreement.


US Airways and GILLC agree that the proper and efficient administration of each party's obligations under this Agreement is essential to meeting the objectives of the parties hereunder. To this purpose, the parties agree to dedicate appropriate staff and resources at an executive level, and otherwise, as follows:


3.1 GILLC.


At all times during the term of this Agreement GILLC will
employ an individual who shall have primary responsibility for meeting
GILLC's obligations under this Agreement, which person shall be a duly
appointed officer of GILLC (the "GILLC Executive"). The GILLC Executive
shall report directly to the President and Chief Executive Officer of
GILLC. The GILLC Executive shall be a person who has experience and
background commensurate with his or her responsibilities. The GILLC
Executive will maintain an office in the Chicago metropolitan region.


The GILLC Executive shall have full authority to bind GILLC in
all matters regarding this Agreement that may arise during the term of
this Agreement, subject to the provisions of the limited liability
company agreement and commitment authorities of GILLC as approved by
GILLC's Managing Member or CEO, including, without limitation:


(i) matters regarding Financial Assistance;


(ii) the approval of agreements with current and potential
customers of GILLC that are negotiated by US Airways
on GILLC's behalf pursuant to this Agreement;


(iii) the negotiation with US Airways of goals and targets
related to GILLC's and US Airways' performance under
this Agreement;


(iv) the compensation owed US Airways by GILLC under this
Agreement, including the negotiation and payment
thereof;


(v) the quantity, quality of performance and training of
personnel provided by GILLC pursuant to its
obligations under this Agreement;


(vi) the coordination of GILLC's role in negotiations with
any third party where such negotiations involve the
participation of parties other than GILLC, US
Airways, and that third party; and


(vii) the coordination and resolution of any issues arising
under this Agreement that, in US Airways' or GILLC's
estimation, are affected by actions that have been or
may be taken by other sales agents of GILLC or by
GILLC. 10
5


The GILLC Executive may delegate to employees of GILLC or to
persons under the control of GILLC such matters that are his or her
responsibility hereunder and as may be, in the GILLC Executive's
discretion, appropriate for delegation provided that, if US Airways
reasonably objects that such delegation will result in a diminishment
of GILLC's performance hereunder or in a detriment to US Airways'
ability to perform its obligations hereunder, or both, then GILLC will
review the proposed delegation and inform US Airways as to how GILLC
will address US Airways' reasonable concerns.


3.2 US Airways.


At all times during the term of this Agreement US Airways will
employ an individual to have primary responsibility for meeting US
Airways' obligations under this Agreement, which person shall be a duly
appointed officer of US Airways (the "US Airways Executive"). The US
Airways Executive shall be a person who has experience and background
commensurate with his or her responsibilities. The US Airways Executive
will maintain an office in the Washington, D.C. metropolitan region.
The US Airways Executive shall have full authority to bind US Airways
in all matters regarding this Agreement that may arise during the term
of this Agreement, subject to the provisions of the corporate by-laws
and commitment authorities of US Airways, Inc., as approved by US
Airways, Inc.'s Board of Directors or CEO, including, without
limitation:


(i) the conduct of US Airways' negotiations with current
and potential customers of GILLC on GILLC's behalf
pursuant to this Agreement;


(ii) the negotiation with GILLC of goals and targets
related to GILLC's and US Airways' performance under
this Agreement;


(iii) the compensation owed US Airways by GILLC under this
agreement, including the negotiation and payment
thereof;


(iv) the quantity, quality of performance and training of
personnel provided by US Airways pursuant to its
obligations under this Agreement;


(v) the coordination of US Airways' role in negotiations
with any third party where such negotiations involve
the participation of parties other than GILLC, US
Airways, and that third party; and


(vi) the coordination and resolution of any issues arising
under this Agreement that, in US Airways' or GILLC's
estimation, are affected by actions that have been or
may be taken by other sales agents of GILLC or by
GILLC.


The US Airways Executive may delegate to employees of US
Airways or to persons under the control of US Airways such matters that
are his or her responsibility hereunder and as may be, in the US
Airways Executive's estimation, appropriate for delegation, provided
that, if GILLC reasonably objects that such 11
6


delegation will result in a diminishment of US Airways' performance
hereunder or in a detriment to GILLC's ability to perform its
obligations hereunder, or both, then US Airways will review the
proposed delegation and inform GILLC as to how US Airways will address
GILLC's reasonable concerns.


3.3 Meetings and Coordination.


The GILLC Executive and the US Airways Executive shall meet
from time to time, whether telephonically or in person and on a
schedule to which they mutually agree, to review the progress of each
party's performance under this Agreement as well as general economic
and travel industry market conditions or factors that may potentially
affect one or the other party performance hereunder.


4 Responsibilities of US Airways.


4.1 NTP Sales Services.


Primarily using US Airways' General Sales Personnel, US
Airways will actively engage in the sale, marketing, and promotion of
Galileo Services to the Assigned Subscribers. To this end, US Airways
will perform the following services for GILLC pursuant to this
Agreement (such services are, collectively, "NTP Sales Services"):


(i) Scope. US Airways will engage in NTP Sales Services regarding
only those Galileo Services as directed or authorized in
advance by GILLC.


(ii) Contact. US Airways will maintain current and establish new
personal and telephone contact and sales relationships,
including, where appropriate, in person or telephone sales
calls. At GILLC's expense, US Airways may, on approval of
GILLC, undertake direct mail solicitations, promotions, and
other sales efforts, with NTP Subscribers within the APR.
GILLC may disapprove any sales promotion or solicitation with
respect to the Galileo Services that GILLC in its reasonable
discretion determines to be contrary to the objectives or
policies of GILLC.


(iii) Commitment Review Procedure. US Airways shall follow the
Commitment Review Procedure described in Appendix I below.


(iv) Support Services. Subject to the NTP Form Agreement and within
the Negotiation Range, US Airways shall offer to NTP
Subscribers within the APR such NTP Support Services as are
approved in advance by GILLC.


(v) Discontinued Services. Upon receipt of a Discontinued Service
Notice, as such term is defined in Section 5.1 below, US
Airways will cease Sales Services regarding such Galileo
Service or feature.


(vi) Changes to US Airways Organization. US Airways will give GILLC
prompt written notice regarding any significant re-
organization, redeployment or change ...