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Travel Services Distribution Agreement

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SABRE PARTICIPATING CARRIER DISTRIBUTION

SERVICES AGREEMENT



This Agreement is made as of the date set forth below between SABRE ASSOC IATES, INC., a Delaware corporation having a principal place of business at 4200 American Boulevard, Fort Worth, Texas 76155 ("SABRE Associates") and the air carrier identified on the signature page of this Agreement ("Participating Carrier").





A. SABRE Associates provides, through the SABRE Travel Information

Network ("STIN"), a division of SABRE Associates' affiliate American

Airlines, Inc. ("American"), a computerized reservations service with

related data processing activities.



B. Participating Carrier operates air transportation services.



C. The parties desire to enter into an agreement concerning the booking

of reservations, the sale of the Participating Carrier's air services

through SABRE, and the provision of related optional services.



NOW THEREFORE, in consideration of the mutual covenants set forth

below, the parties agree as follows:



ARTICLE I



RESPONSIBILITIES OF SABRE ASSOCIATES



1.1 SABRE Associates shall maintain and operate SABRE and provide the

services identified in this Agreement. Such services, where

applicable, shall be provided in accordance with the Display



1.2 SABRE Associates shall maintain and operate SABRE in accordance with

applicable GDS Rules.



1.3 SABRE Associates shall process all Bookings created by SABRE

Subscribers, exercise its best efforts in the processing of

transactions on behalf of the Participating Carrier and shall handle

information relating to Participating Carrier with the same care as

information relating to American.



1.4 In any display required by applicable GDS Rules, SABRE will display

Participating Carrier's direct and Connecting Services according to

the same criteria as that applied to the services of American or any

other Participating Carrier. It is expressly agreed, however, that

SABRE Associates may, without waiver of any other right or remedy, and

at its option, suspend its obligations under this Article 1.4 during

any period of time in which a Sponsored GDS fails to provide

non-discriminatory loading, display, and distribution of the direct

and Connecting Services of (i) American, or any air carrier which

obtains an ownership interest in SABRE or (ii) any SABRE Licensee or

any airline which has an ownership interest in any SABRE Licensee.



1.5 SABRE Associates agrees, with respect to its performance under this

Agreement, to ensure that SABRE fully complies with the interline

reservations policies, procedures and message formats set forth in

"Standard Interline Passenger Procedures" (SIPP) and "ATC/IATA

Reservations Interline Message Procedures" (AIRIMP) or amendments

thereto. SABRE Associates will review rejected messages and

investigate the development of new solutions where justified by volume.









1.6 Subject to SABRE software, programming and capacity constraints, and

the Display Parameters, SABRE Associates will include, at

Participating Carrier's request, a maximum of ten (10) Connect Points

in each SABRE City Pair Record in which the Participating Carrier

offers service.



1.7 SABRE Associates shall maintain a help desk facility for the purpose

of answering Participating Carrier's questions regarding the operation

of the SABRE system, and data within the SABRE system.



1.8 SABRE Associates shall provide reasonable billing documentation to

Participating Carrier to substantiate billings under this Agreement,

including, but not limited to, a Booking information summary of

Bookings by SABRE Subscriber location for Participating Carrier's

flights. For purposes hereof, all EAASY SABRE Subscribers shall be

deemed to be a single location. In addition, SABRE Associates shall

provide a country-by-country summary of all Bookings made by

Professional SABRE Subscribers.



1.9 Upon receipt of documented evidence from Participating Carrier of a

history of instances of speculative Bookings or other related abusive

practices by a SABRE Subscriber involving the sale of Participating

Carrier's air transportation services, SABRE Associates shall, if

warranted after reasonable investigation, assist Participating Carrier

by initiating appropriate, timely and reasonable remedial measures

against such SABRE Subscriber.



ARTICLE II



RESPONSIBILITIES OF PARTICIPATING CARRIER



2.1 Participating Carrier, at its own cost, shall coordinate its

reservations services with SABRE to provide as advantageous and

uniform reservations services to all SABRE Subscribers as it provides

through any other GDS. In addition, any improvements, enhancements,

or additional functions to Participating Carrier's reservations

services offered to end users of any GDS will be offered by

Participating Carrier to SABRE Subscribers on the same terms and

conditions as are agreed to with such GDS. Such services shall

include, but are not limited to, ticketing capability, passenger

information, interim schedule change data, fare data, fare quotations,

and procedural information. Seat availability on each flight will be

on a segment or first closing basis, and shall be in accordance with

the provisions of Article III of this Agreement.



2.2 Participating Carrier may use the name "SABRE" in any promotional

material, subject to SABRE Associates' prior written approval,

provided that SABRE Associates' or its affiliates, service mark in the

name is fully protected. SABRE Associates' approval shall not be

unreasonably withheld.



2.3 Participating Carrier may use the name "FANTASIA" in any promotional

material aimed at FANTASIA Subscribers, subject to APD's prior written

approval, provided that APD's service mark in the name is fully

protected. APD's approval shall not be unreasonably withheld.



2.4 Participating Carrier will provide SABRE Associates, as rapidly as

possible, with all revisions to its information concerning services

provided to passengers, including interim schedule change data, fare

data and fare quotations, and such other material that may be included

in SABRE. Participating Carrier will not close its flights to SABRE

Subscribers on a less favorable basis than it uses to close flights to

users of any GDS. Participating Carrier will transmit revisions

immediately by AVS messages. Participating Carrier shall not withhold

from SABRE Subscribers in any country any fare inventory class made

available by Participating Carrier to users of any other GDS in that













2.5 If Participating Carrier elects to submit Connect Point information to

SABRE Associates, it shall be via magnetic tape and shall conform to

the specifications contained in the custom routing file city pair

information record/tape as defined in the Display Parameters.



2.6 Participating Carrier will establish a special reject queue in its

teletype reject system in which reservations made through SABRE, but

not automatically processed by Participating Carrier's system, will be

handled on a priority basis. Participating Carrier will not treat

SABRE reject messages with any less speed and priority than that given

reject messages from other systems, including, without limitation,

Sponsored GDSs and Third Party Systems.



2.7 Participating Carrier will accept for transportation any passenger

carrying a ticket, which bears an "OK" status and has been issued

through SABRE, even though no record of this reservation may exist in

its own reservations system.



2.8 Participating Carrier will not send unable to sell or confirm (US/UC)

messages on any record residing in Participating Carrier's system for

more than twelve (12) hours.



2.9 Participating Carrier agrees, with respect to performance under this

Agreement, to ensure that its reservations system fully complies with

the interline reservations policies, procedures and message formats

set forth in "Standard Interline Passenger Procedures" (SIPP) and

"ATC/IATA Reservations Interline Message Procedures" (AIRIMP) or

amendments thereto. Participating Carrier will review rejected

messages and investigate the development of new solutions where

justified by volume.



2.10 If Participating Carrier elects to provide pricing assistance on such

routes as it may designate, it will provide such assistance to all

SABRE Subscribers.



2.11 Should Participating Carrier desire SABRE Access, it shall execute the

standard SABRE Access Agreement.



2.12 Unless notified otherwise on thirty (30) days written notice,

Participating Carrier will use ARINC/SITA address, HDQRIAA, in

addressing all AVS messages to SABRE.



2.13 Except as otherwise agreed, Participating Carrier will accept sales

made by SABRE Subscribers up to a maximum of four (4) or seven (7)

seats per transaction (based upon Participating Carrier's previous

designation) until receipt by SABRE of an AVS message closing

flight/class/segment/ date of Participating Carrier.



2.14 For transportation documents (whether used, voided or subsequently

refunded) where Participating Carrier is the validating carrier,

Participating Carrier agrees that SABRE Associates or its affiliates

may act as its agent for purpose of obtaining credit card

authorizations. SABRE Associates shall exercise its best efforts to

obtain such authorizations in accordance with the procedures specified

by Participating Carrier and the credit card issuer (or its agents).

Participating Carrier shall supply SABRE Associates with all data that

SABRE Associates reasonably requires to perform this service,

including, but not limited to, the identity of the cards that it

accepts and the respective floor limits.



2.15 At such time as offered by SABRE, transportation documents validated

on Participating Carrier which are magnetically encoded shall be

subject to an Optional Service fee. If magnetic encoding of

transportation documents is desired by Participating Carrier, it shall

execute an Optional Service Addendum to this Agreement.













2.16 SABRE Associates shall use reasonable efforts to obtain the fares and

fare rules which apply to Participating Carrier's flights from

industry fare suppliers. If SABRE Associates is unable to obtain such

information after reasonable effort, Participating Carrier shall

promptly supply, upon SABRE Associates' request, the information to

SABRE Associates for loading in SABRE. Participating Carrier agrees to

give SABRE thirty (30) days advance written notice of any changes to

their fare vendor. The information shall be provided on magnetic tape

or other medium mutually agreed upon by the parties. Any changes or

revisions to such fares or fare rules shall thereafter be regularly

submitted on a timely basis to SABRE Associates by Participating

Carrier by way of the same medium. Notwithstanding the foregoing,

Participating Carrier shall submit such fare information on at least

as timely and regular basis as is used for any other GDS. For fares

and rules not submitted to SABRE through an industry fare supplier,

Participating Carrier agrees that it will not issue a debit memo to a

SABRE Subscriber for any SABRE autopriced ticket wherein the debit

memo is a result of a fare change about which Participating Carrier

failed to notify SABRE Associates at least ten (10) days prior to the

effective date of that fare change.



2.17 Participating Carrier hereby grants ticketing authority through SABRE

for its transportation services to all Professional SABRE Subscribers

worldwide who hold plating approval, or who are authorized through

whatever means to issue transportation documents (whether manually or

automatically through any GDS) on its behalf. Participating Carrier

authorizes Professional SABRE Subscribers to automatically plate

tickets on its behalf in each territory where, at any time during the

term of this Agreement, Participating Carrier is or becomes a member

of any neutral ticketing scheme in which SABRE is a System Provider.

Participating Carrier expressly agrees to promptly execute all

agreements or other authorizations which SABRE Associates, at its sole

discretion, shall deem necessary to implement such authority for



2.18 Participating Carrier agrees that it will not discriminate in any

manner, whatsoever, against any SABRE Subscriber on account of that

Subscriber's selection, possession, or use of SABRE.





ARTICLE III



BASIC LEVEL OF PARTICIPATION



3.1 The following two (2) levels are available to Participating Carrier

for Basic SABRE Participation. For each level described below, SABRE

shall construct and display Participating Carrier's Connecting

Services in accordance with the Display Parameters, as well as display

the Participating Carrier's schedules and fares on a

non-discriminatory basis, subject to Article 1.4:



Please select the desired level of participation and place a check mark next to the appropriate selection.



A. Basic Booking Request

----------- ---------------------

Participating Carrier will exchange reservations messages

with SABRE via teletype as set forth in Article 2.9. The

Basic Booking Request level of participation is inclusive of

only the functionality listed in Attachment 4. Participating

Carrier shall not offer, implement or participate in

processes or functionality for use by SABRE Subscribers in

connection with SABRE that will add to or expand the features

listed in Attachment 4. Participating Carrier shall pay SABRE

Associates the following fees per Booking based on the

country of origin for the booking message:



- United States, Canada and Mexico - USD 1.60

including Puerto Rico and

U.S. Virgin Islands)

- Europe (see Attachment 3) ECU 1.55

- All Other Countries USD 1.95



SABRE Associates will store availability status for

Participating Carrier in accordance with either SIPP

Resolutions 105.195/105.200; or IATA Resolution 766.(23),

IATA Recommended Practice 1771 and AIRIMP 4.



Option 1. Segment availability status changes to be

------- sent for all flights.



Option 2. No segment availability status changes to

------- be sent by Participating Carrier. All booking

requests will be sent as "NN" status code.



B. Full Availability

----------- -----------------

Participating Carrier will provide availability for display

in SABRE. Participating Carrier shall pay SABRE Associates

the following fees per Booking based on the country of origin

for the booking message:



- United States, Canada and Mexico USD 2.58

including Puerto Rico and

U.S. Virgin Islands)

- Europe ( see Attachment 3) ECU 2.52

- All Other Countries USD 2.93







SABRE Associates will store availability status for

Participating Carrier in accordance with either SIPP

Resolutions 105.195/105.200: or IATA Resolution 766.(23),

IATA Recommended Practice 1771 and AIRIMP 4.



If Full Availability is selected, please place a check mark

next to the availability exchange option preferred:



Option 1. All segment availability status changes on

------- all flights. (If choosing Option 1, also check here

______ if "L" type AVS codes, which require expanded

storage records, will be sent.)



Option 2. First closing message on all flights.

-------



Article 3.1.1 (Cancellation Fee)



If Participating Carrier has selected option B (Full

Availability) then, for each Cancellation of a Booking made

prior to the date of departure by a SABRE Subscriber,

Participating Carrier shall pay SABRE Associates a fee for

each such Booking so canceled ("Cancellation Fee") as stated

below:



North America (United States including

Puerto Rico and U.S. Virgin Islands,

Canada and Mexico) $0.12



Rest of World (all countries outside

North America and Europe as Europe

is defined in Attachment 3) $0.14



SABRE Associates shall have the right to assess a Cancellation

Fee not exceeding 0.13 ECU per Cancellation for Cancellations

made by SABRE Subscribers located in Europe upon thirty (30)

days written notice to Participating Carrier.





ATTACHMENT 4



BASIC BOOKING REQUEST



Integrated with other carriers

SCHEDULES No Interline Connections displayed

Schedules for next 180 days

One update per month(1)



Integrated with other carriers

No Interline Connections displayed

AVAILABILITY Inventory not displayed

Up to 6 Inventory Categories in One cabin(1)

Availability for next 180 days



BOOKING Automated



Integrated with other carriers

FARES Fares for next 180 days

One update per day (15 "second" updates per year)(1)



TICKETING Online ticketing only

Automated ticketing in home country only



No interline PNRs

No ticket numbers transmission

No restrictions on name changes within PNRs

SERVICES No FQTV, SSRs(2), OSIs(1)

No Pre-Reserved seats, Boarding Pass

No Seat Maps(1)

No meals and only one aircraft type

No Queue Access "Look Only"

No Extended PNR Data



(1) Enhanced service available subject to the payment of the prevailing

(2) Operationally required SSRs, such as "Wheel-chair required," supported

at no additional charge







ATTACHMENT 5



FULL AVAILABILITY



Integrated with other carriers

SCHEDULES Interline Connections

Up to 331 days are displayed

Unlimited Schedule updates



Integrated with other carriers

Interline Connections

AVAILABILITY Inventory is displayed

Up to 14 Inventory Categories

Multiple cabins allowed

331 days are displayed



BOOKING Automated



Integrated with other carriers

FARES Unlimited Fare Updates

Future Fares for 331 days

Bargainfinder Plus



TICKETING Online/Interline ticketing

Automated ticketing (global)





Interline PNRs

Can send ticket numbers

FQTV/SSRs/OSIs

SERVICES Pre-Reserved seats/Boarding Pass

Seat Maps

Meals and Multi Aircraft Types Displayed

May upgrade to Total Access

Queue Access

Name Change Restriction capability in PNR











3.2 Schedule Supplier Selection:



Please check which supplier of schedule information listed below shall be considered the primary source of Participating Carrier's schedule information:



ABC APD NONE

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